Common use of Financing Cooperation Clause in Contracts

Financing Cooperation. (a) The Company shall, and shall cause the Subsidiaries of the Company to, (i) provide commercially reasonable assistance with the preparation of and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Subsidiaries of the Company, all for use in connection with any debt financing to be obtained by Parent in connection with the Merger (the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.

Financing Cooperation. (a) The Company shall, shall and shall cause its Subsidiaries to, at Buyer’s sole expense, reasonably cooperate in connection with the Subsidiaries arrangement of any Debt Financing as may be reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall include, at the reasonable request of Buyer, using their respective commercially reasonable efforts to, : (i) provide commercially reasonable assistance with furnish such financial statements and other financial data and other information relating to the preparation of Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any discussions regarding the businessDebt Financing, including financial statements, financial data, projections, audit reports and management discussion and analysis of other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the Companytype and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, all for use (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any debt financing Debt Financing or as otherwise necessary in order to be obtained by Parent assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with the Merger (the “Financing”), and (iioffering(s) request that its independent accountants provide customary and reasonable assistance to Parent of debt securities in connection with providing customary comfort letters in connection any Debt Financing; provided that the Company’s public filings with the FinancingSecurities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that nothing the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Agreement shall require Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to cause assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates 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); provided that such logos are 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 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 products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries 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 any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (1xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amendedissuance, or any financial information in a form not customarily prepared by attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to any period the Debt Financing or (3) any financial information with respect to a month or fiscal period under Section 5.01; provided that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, reimburse in each case, in connection with any expenses or otherwise incur any liabilities or Debt Financing, (B) give any indemnities prior to the Closingin connection with any debt financing, (2C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the ongoing conduct of the business of the Company and its Subsidiaries or operations create an unreasonable risk of damage or destruction to any property or assets of the Company or any of the Subsidiaries of the Companyits Subsidiaries, (3D) require provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of the its Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), is a party or (6F) require the Company, execute any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangementcertificate, document or instrument relating pursuant to the this Section 7.08(a) with respect to any Debt Financing shall be effective until that is not contingent on the Closing. (cb) Parent shall (i) Buyer shall, promptly upon request by the Company, reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Company, its Subsidiaries of the Company and any of its or and their respective Representatives in connection with any cooperation provided for in this their respective obligations pursuant to Section 5.14, and (ii) 7.08(a). Buyer shall indemnify and hold harmless the Company, the its Subsidiaries and their respective Representatives, from and against any and all losses suffered or incurred by any of them in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by the Company and or any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigationSubsidiaries for use in such financing), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.

Financing Cooperation. (a) The Company shallDuring the Interim Period, the Plains Parties shall use commercially reasonable efforts to provide, and shall use commercially reasonable efforts to cause their respective Representatives to provide, to Oryx and its Affiliates all cooperation reasonably requested in connection with obtaining, arranging, marketing and syndicating the Subsidiaries of the Company Debt Financing, including using commercially reasonable efforts with respect to, : (i) provide commercially reasonable assistance participation by senior management of the Plains Parties in not more than (x) two lender or investor meetings and (y) one ratings agency meeting for each ratings agency that is assigning a rating to the Debt Financing, in each case, at such times and locations as to be mutually agreed; (ii) delivering to Oryx and its Financing Sources, as promptly as reasonably practicable, such financial statements and financial, operational or other information or data relating to the Plains Parties or the Plains Permian Assets to the extent reasonably requested by Oryx in connection with the preparation Debt Financing and customary with respect thereto, including the (A) Plains Audited Financial Statements and (B) the audited consolidated balance sheet and the related statement of income of the Plains Permian Assets as of and for the period ended December 31, 2021, to be delivered no later than April 30, 2022, unless Closing has occurred prior to April 30, 2022; and (iii) provide documentation and other information reasonably requested by Oryx or the Financing Sources as required under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and beneficial ownership regulations, which in any discussions regarding event shall be provided at least four Business Days prior to the businessClosing Date to the extent requested at least nine Business Days prior to the Closing Date. The Plains Parties shall deliver to Oryx and its Financing Sources, financial statementsan unaudited consolidated balance sheet and summary of unaudited interim operating results for the Plains Permian Assets for each fiscal quarter that ends both (x) after April 1, projections2021 and (y) at least 60 days prior to the Closing Date. Notwithstanding any other provision set forth herein, the Plains Parties agree that they will share customary projections contained within any budget related to the Company Parties, and management discussion that Oryx may share such customary projections with the Financing Sources identified in the Debt Commitment Letter (and analysis of the Company and the Subsidiaries of the Company, all for use that such Financing Sources may share such information with other potential Financing Sources in connection with any debt financing to be obtained by Parent marketing efforts in connection with the Merger (Debt Financing). Notwithstanding the “Financing”)foregoing, and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with the Financing; provided, further, that nothing in this Agreement such requested cooperation shall require the Company to cause the delivery of not (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for unreasonably interfere with the Financing, other than as allowed by ongoing operations of the preceding clause (ii)Plains Parties, (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company Plains Parties to pay any commitment or other fees, reimburse similar fee or make any expenses other payment or otherwise incur any liabilities other liability or give any indemnities prior to the Closing, (2) unreasonably interfere obligation in connection with the ongoing business or operations of the Company or any of the Subsidiaries of the CompanyDebt Financing, (3) require the Company Plains Parties to waive or amend any terms of this Agreement, any organizational documents of the Plains Parties or any other Contract to which any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closingthem is a party, (4) require the Company Plains Parties to provide pro forma financial statements make any representation or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing)warranty, (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company execution and required by the Financing)delivery of, or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the CompanyPlains Parties under, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Debt Financing or (6) require any Person other than the obligors under the Debt Financing to issue any bank information memoranda or similar documents required in relation to the Debt Financing. The Plains Parties hereby consent to the reasonable use of the logos of the Plains Parties in connection with the Debt Financing; provided, that such logos are used solely in a manner that is not intended to, nor reasonably likely to, disparage the Plains Parties or impair the goodwill of the Plains Parties. In no event shall the Plains Parties or any of their respective Affiliates be in breach of this Agreement because of the failure by the Plains Parties to deliver, after use of its commercially reasonable efforts to do so, any financial or other information that is not currently readily available to the Plains Parties. The Plains Parties and their respective representatives shall be effective until given a reasonable opportunity to review and comment, in advance, on any marketing documents and other materials that are to be presented or discussed prior to or during any meetings conducted in connection with the ClosingDebt Financing that relate to the Plains Parties or the Plains Permian Assets. To the extent that Oryx intends to include any forecasts in the marketing materials for the Debt Financing (other than budget projections for the Company Parties), Oryx shall include a disclaimer that such forecasts do not represent the views of the Plains Parties. (b) Notwithstanding anything to the contrary in this Agreement, a breach by the Plains Parties of its obligations under Section 6.15 shall not constitute a breach of this Agreement or a breach of the condition precedent set forth in Section 7.3(b) unless such breach is a material breach and would reasonably be expected to materially impair the availability of the Debt Financing. (c) Parent None of the Plains Parties or any of their respective Representatives shall (i) promptly be required to take any action that would subject such Person to liability or to pay any fee, reimburse any expenses, give any indemnity or make any other payment or incur any other liability in connection with, or in anticipation of, the Company for Debt Financing or their performance of their respective obligations under this Section 6.15 or any information utilized in connection therewith, in each case, that is not reimbursable by Oryx. Oryx shall indemnify and hold harmless the Plains Parties and their Affiliates and Representatives from and against any and all losses, liabilities, claims, damages, reasonable and documented out-of-pocket costs or and reasonable and documented out-of-pocket expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountantscounsel) suffered or settlement payment incurred as a result of, or by them in connection with, any cooperation provided for in with the arrangement of the Debt Financing and the performance of their respective obligations under this Section 5.14 or the Financing 6.15 and any information used utilized in connection therewiththerewith (other than to the extent such loss, unless liability, claim, damage, cost or expense arises from the Company acted in bad faith or with faith, gross negligence or willful misconduct of the Plains Parties, their Affiliates or any of their respective Representatives). Oryx shall, promptly upon written request of the Plains Parties, reimburse the Plains Parties or their Affiliates, as the case may be, for all reasonable and documented out-of-pocket costs and expenses incurred by the Plains Parties or their Affiliates (including those of its accountants, consultants, legal counsel, agents and other than Representatives) in connection with the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated cooperation required by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective TimeSection 6.15.

Financing Cooperation. (a) The Company shall, and shall cause the Company Subsidiaries to, and shall cause its and their Representatives to, provide all cooperation reasonably requested by Parent in connection with any financing arranged by Parent or any of its Subsidiaries for the purpose of financing Parent’s or its Subsidiaries’ obligations in connection with the completion of the Mergers or the other transactions contemplated hereby (including, without limitation, the payment of fees and expenses in connection therewith and the repayment of any Indebtedness of Parent, the Company to, or any of their Subsidiaries in connection therewith). Such cooperation shall include (i) provide commercially participating in a reasonable number of meetings, presentations and due diligence sessions in connection with such financing arrangements, (ii) providing reasonable and timely assistance with the preparation of materials for presentations, offering memoranda, prospectuses and similar documents required in connection with such financing arrangements (including relating to the preparation of pro forma financial statements), (iii) as promptly as reasonably practical, furnishing Parent and any discussions of its financing sources with (A) audited consolidated balance sheets and related audited consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three most recently completed fiscal years of the Company ended at least sixty (60) days prior to the Closing Date, in each case, prepared in accordance with GAAP applied on a basis consistent with that of the most recent fiscal year and (B) unaudited consolidated balance sheets and related condensed consolidated statements of operations, comprehensive income, changes in equity and cash flows (in each case, subject to normal year-end adjustments and absence of footnotes) for the Company for each subsequent fiscal quarter ended at least forty (40) days prior to the Closing Date (other than the fourth fiscal quarter of any fiscal year), in each case, prepared in accordance with GAAP and reviewed by the Company’s independent public accountants, and (C) any other information regarding the businessCompany and the Company Subsidiaries that Parent may reasonably request in connection with the arrangement or execution of such financing, financial statements(iv) obtain customary authorization letters, projectionscomfort letters and accountants’ consent letters as may be requested by Xxxxxx and (v) to the extent requested in writing at least ten (10) Business Days prior to the Closing, delivering at least three (3) Business Days prior to the Closing all documentation and management discussion other information with respect to the Company and analysis the Company Subsidiaries that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the USA PATRIOT Act. Notwithstanding the foregoing, nothing in this Section 7.15(a) shall require the Company, the Company Subsidiaries and their respective Representatives shall not be required to enter into any letter, certificate, document, agreement or instrument (other than customary authorization and representation letters) that will be effective prior to the Closing or to pay any commitment fee or other amount to any financing source prior to the Closing and nothing in this Section 7.15(a) shall require (x) such cooperation to the extent it would disrupt unreasonably the business or operations of the Company and the Subsidiaries Company Subsidiaries, taken as a whole, or require any of them to take any actions that would reasonably be expected to violate its organizational documents or (if such violation of law would be material and adverse to the interests of the Company) applicable Law or contract, (y) the board of directors or similar governing body of the Company or any Company Subsidiary to adopt resolutions approving any letter, certificate, document, agreement or instrument (other than customary authorization and representation letters to the extent necessary) that will be effective prior to the Closing or (z) the Company or any Company Subsidiary to incur any liability prior to the Closing for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent. Parent shall indemnify, defend and hold harmless the Company and its Affiliates, and its and their respective pre-Closing Representatives, from and against any liability, obligation or loss suffered or incurred by them in connection with any cooperation provided under this Section 7.15(a) and any information utilized in connection therewith, except in the event such liabilities, obligations or losses arose out of or result from (i) information furnished in writing by or on behalf of the Company, all the Company Subsidiaries or its or their respective Affiliates or Representatives for use in connection with a transaction of the type described in the first sentence of this Section 7.15(a), (ii) the bad faith, gross negligence or willful misconduct by the Company, any debt of the Company Subsidiaries or any of its or their respective Affiliates or Representatives or (iii) the material breach by the Company or the Company Subsidiaries of its or their obligations under this Agreement (clauses (i) through (iii) collectively, the “Indemnity Exceptions”). Parent shall, promptly upon request by the Company, reimburse the Company and the Company Subsidiaries and Representatives for all reasonable, documented and invoiced out-of-pocket costs actually incurred by the Company or the Company Subsidiaries in connection with any cooperation provided under this Section 7.15(a) (including reasonable, documented out-of-pocket auditor’s and attorneys’ fees and expenses, but excluding the costs of the Company’s preparation of its annual quarterly and financial statements and any other information or data and excluding costs arising out of or resulting from the Indemnity Exceptions). It is understood and agreed that a failure to consummate a financing of the type described in the first sentence of this Section 7.15(a) shall not, in and of itself, constitute a failure by the Company to satisfy its obligations under this Section 7.15(a). (b) The Company shall, and shall cause the Company Subsidiaries to, use reasonable best efforts to, as soon as reasonably practicable after (and not prior to) the receipt of a written request from Parent to do so, on the terms and conditions specified by Parent and in compliance with all applicable terms and conditions of the applicable Company Debt Agreement, seek an amendment or amendments to any of the Company Debt Agreements or pursue any approach chosen by Parent to (subject to the occurrence of the Closing) the assumption, defeasance, satisfaction and discharge, constructive satisfaction and discharge, refinancing, repayment, repurchase, redemption, termination, amendment, guarantee, purchase, unwinding or other treatment of, the Company Debt Agreements and the indebtedness incurred pursuant thereto, (any such transaction, a “Debt Transaction”). The Company shall not be obtained required to take any action in respect of any Debt Transaction until Parent shall have provided the Company with drafts of any necessary documentation required in connection with such Debt Transaction in a form reasonably satisfactory to the Company (collectively, the “Debt Transaction Documents”) at least three (3) Business Days prior to the date of such requested action. The Company shall use reasonable best efforts to, and shall cause the Company Subsidiaries to use reasonable best efforts to, cause its and their respective Representatives to provide cooperation and assistance reasonably requested by Parent in connection with the Merger Debt Transactions (including taking all corporate action reasonably necessary to authorize the “Financing”execution and delivery of any Debt Transaction Documents to be entered into prior to Closing and delivering all officer’s certificates and legal opinions required to be delivered in connection therewith), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with the Financing; provided, further, that nothing in this Agreement Section 7.15(b) shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require enter into any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation Debt Transaction Documents which are effective prior to the Closing or agree to any change or modification of any existing agreement or (other documentation that would be effective prior than (A) amendments to the terms of Company Debt Agreements to facilitate the consummation (at or following the Closing, ) of a Debt Transaction (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood provided that the Company shall use reasonable best efforts not be required to assist in preparation of pro forma financial adjustments to enter into any such amendment if the extent otherwise relating terms are more restrictive to the Company than the applicable Company Debt Agreement as in effect prior to such amendment and required by such more restrictive terms are effective prior to or not conditioned upon the Financing), (5Closing) require the Company and any documents or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist instruments delivered in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), connection therewith) or (6B) require notices of prepayment or redemption that are expressly conditioned on the Company, any of the Subsidiaries of the Company Closing) or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment amendment fee or other fees or reimburse any expenses) of amount with respect to such Debt Transaction (except with respect to the Company, the Subsidiaries of the Company, or ’s outside counsel fees and any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating other amount promptly reimbursed by Parent) prior to the Financing shall be effective until the Closing. (c) All material non-public or otherwise confidential information regarding the Company obtained by Parent or any of their respective Representatives pursuant to this Section 7.15 shall be kept confidential in accordance with the Confidentiality Agreement; provided that the Company agrees that Parent may (i) promptly reimburse the Company for all reasonable and outshare non-of-pocket costs public or expenses otherwise confidential information with (including reasonable and documented costs and expenses of counsel and accountantsx) incurred by the Company the Subsidiaries rating agencies, (y) counterparties to Indebtedness of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14Company, and (iiz) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost actual or potential financing sources if (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraudthis clause (z) the recipients of such information agree to customary confidentiality arrangements, including customary “click through” confidentiality agreements and confidentiality provisions contained in customary bank books and offering memoranda). (d) Without limiting The Company shall, and shall cause the generality Company Subsidiaries to, deliver all notices and take all other actions to facilitate the termination at the Partnership Merger Effective Time of all financing commitments and other indebtedness of the Company or the Company Subsidiaries to be paid off, discharged and terminated on the Closing Date as specifically requested by Parent in writing (the “Payoff Indebtedness”), the repayment in full on the Closing Date of all obligations in respect of the indebtedness thereunder, and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection therewith. In furtherance and not in limitation of the foregoing, promptly following the Company and the Company Subsidiaries shall use reasonable best efforts to deliver to Parent (i) at least ten (10) Business Days prior to the Closing Date (or such short period as agreed by Parent), a draft payoff letter with respect to the Payoff Indebtedness to be paid off, discharged and terminated on the Closing Date and (ii) at least one (1) Business Day prior to the Closing Date, an executed payoff letter with respect to the Company’s requestcredit facility (together with the payoff letter contemplated by clause (i), the Company shall deliver to each “Payoff Letters”) and such other indebtedness (including mortgages) of the lenders under Company or the Existing Indebtedness (Company Subsidiaries to be paid off, discharged and terminated on the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by ParentClosing Date, in each case in form and substance reasonably acceptable customary for transactions of this type, from the Persons (or the applicable agent on behalf of the Persons) to whom such indebtedness is owed, which Payoff Letters together with any related release documentation shall, among other things, (x) include the payoff amount (including customary per diem) and (y) provide that Liens (and guarantees), if any, granted in connection with such Payoff Indebtedness relating to the Companyassets, notifying each rights and properties of the Existing Loan Lenders of this Agreement Company and the contemplated Merger. At Parent’s electionCompany Subsidiaries securing or relating to such indebtedness, shall, upon the Existing Loan Notice with respect to one or more payment of the Existing Loan Documents may include a request for a consent, amount set forth in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (applicable Payoff Letter at or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Partnership Merger Effective Time, be released and terminated.

Financing Cooperation. (a) The Company Without limiting the generality of Section 5.4, prior to the Closing, each Seller and each of its Affiliates shall, and shall cause the Subsidiaries on a timely basis, provide all reasonable cooperation requested by Buyer or any lender, underwriter or other agent of the Company to, (i) provide commercially reasonable assistance with the preparation Buyer or any of and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Subsidiaries of the Company, all for use in connection with any debt financing to be obtained by Parent Buyer’s Affiliates which is customary in connection with the Merger (arrangement of debt financing for transactions that are substantially similar to the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with the Financingtransactions contemplated by this Agreement; provided, furtherhowever, that nothing in this Agreement such requested cooperation shall require not unreasonably interfere with the Company ongoing operations of the Business. Such cooperation by Sellers and their Affiliates shall, at the reasonable request of Buyer, include: (i) furnishing, or causing to cause be furnished, to Buyer or any lender, underwriter or other agent of Buyer or any of Buyer’s Affiliates the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary audited balance sheets and related statements of income and cash flows of the Business for the Financingfiscal years ended February 1, other than as allowed by the preceding clause (ii)2015, February 2, 2014, and prior fiscal years if applicable and (2) any audited financial information or any financial information unaudited balance sheets and related statements of income and cash flows of the Business for each fiscal quarter of the Business ended after the close of its most recent fiscal year which are no more than 135 days old at Closing, in each case prepared in accordance with Regulation S-K or Regulation S-X under GAAP and reviewed by Sellers’ accountants (with such review (x) including a review of the Securities Act financial statements of 1933, as amended, the Business for the corresponding period in the previous fiscal year and (y) being conducted in accordance with applicable accounting standards); (ii) using reasonable best efforts to secure the consent of any accountant of any Seller or any Affiliate of a Seller related to the financial statements described in this Section 5.19; (iii) using reasonable best efforts to secure a comfort letter or similar or related document from any accountant of any Seller or any Affiliate of a Seller which is customary in connection with financings of the type described in this Section 5.19; (iv) providing assistance to Buyer and its Affiliates in their preparation of customary rating agency presentations, road show materials, customary bank or co-investor information in a form not memoranda, bank syndication materials, credit agreements, offering memoranda and similar or related documents customarily prepared by in connection with financings of the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained type described in this Agreement Section 5.19; and (including this Section 5.14): v) reasonably cooperating with any lender, underwriter or other agent of Buyer or any of Buyer’s Affiliates in an evaluation of the Business’s assets for the purpose of establishing collateral arrangements; provided that (ia) nothing in this Agreement (including this Section 5.14) neither HD Supply nor Sellers nor any of their respective Affiliates shall require any such cooperation to the extent that it would (1) require the Company be required to pay any commitment or other feessimilar fee in connection with any financing to be obtained by Buyer or any of Buyer’s Affiliates in connection with the transactions contemplated hereby, reimburse (b) the effectiveness of any expenses documentation executed by any Purchased Company or otherwise incur any liabilities or give Seller with respect thereto, and the attachment of any indemnities prior Lien, shall be subject to the consummation of the Closing, (2c) unreasonably interfere with the ongoing business no director or operations of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification officer of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Purchased Company shall use reasonable best efforts be required to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, execute any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangementcertificate, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, such Financing that no such modifications, waivers or changes shall be effective prior to the Effective Time.would be

Financing Cooperation. (a) The Company shall, and shall cause the Company Subsidiaries to, and shall cause its and their Representatives to, provide all cooperation 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 completion of the Mergers or the other transactions contemplated hereby. Such cooperation shall include furnishing Parent and any of its financing sources with (A) unaudited consolidated balance sheets and related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows (in each case, subject to normal year-end adjustments and absence of footnotes) for Company for each fiscal quarter ended on a date that is not a fiscal year end and that is at least forty (40) days before the Closing Date and (B) in the event that the Closing Date occurs on a date that is more than sixty (60) days following October 31, 2023, audited consolidated balance sheets and related audited consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for the fiscal year ended October 31, 2023, in each case prepared in accordance with GAAP. Notwithstanding the foregoing, nothing in this Section 7.19(a) shall require such cooperation to the extent it would disrupt unreasonably the business or operations of Company and the Company Subsidiaries (taken as a whole) or require any of them to take any actions that would reasonably be expected to violate applicable Law, contract or Organizational Documents. (b) Company shall, and shall cause the Company Subsidiaries to, use commercially reasonable efforts to, as soon as reasonably practicable after (and not prior to) the receipt of a written request from Parent to do so, on the terms and conditions specified by Parent and in compliance with all applicable terms and conditions of the applicable Company Debt Agreement, seek a waiver or waivers or an amendment or amendments to any of the Company Debt Agreements or pursue any approach chosen by Parent to the assumption, defeasance, satisfaction and discharge, refinancing, repayment, repurchase, redemption, termination, amendment, guarantee, purchase, waiver or other treatment of, the Company Debt Agreements and the indebtedness incurred pursuant thereto, in each case, subject to the occurrence of the Closing (any such transaction, a “Debt Transaction”). Company shall use commercially reasonable efforts to, (i) provide and shall cause the Company Subsidiaries to use commercially reasonable efforts to, cause its and their respective Representatives to provide cooperation and assistance with the preparation of and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Subsidiaries of the Company, all for use in connection with any debt financing to be obtained reasonably requested by Parent in connection with the Merger Debt Transactions (including taking all corporate action reasonably necessary to authorize the “Financing”), execution and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters delivery of any documents in connection with the FinancingDebt Transactions (the “Debt Transaction Documents”) to be entered into prior to Closing and delivering all officer’s certificates and legal opinions required to be delivered in connection therewith (such corporate action, execution and delivery not to be unreasonably withheld, delayed or conditioned)); provided, furtherthat the effectiveness of any such Debt Transaction Documents, officer’s certificates and legal opinions shall be expressly conditioned on the Closing. It is understood and agreed that nothing in this Agreement a failure to effectuate any Debt Transaction shall require not constitute a failure by the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X satisfy its obligations under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing7.19. (c) Company shall, and shall cause the Company Subsidiaries to, after (and not prior to) the receipt of a written request from Parent to do so, deliver all notices and take all other actions to facilitate the termination at the Second Merger Effective Time of all commitments in respect of each of the Company Credit Facility and any other indebtedness of the Company or Company Subsidiaries to be paid off, discharged and terminated on the Closing Date as specifically requested by Parent in writing reasonably in advance of the Closing Date, the repayment in full on the Closing Date of all obligations in respect of such indebtedness thereunder, and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection therewith. In furtherance and not in limitation of the foregoing, after (and not prior to) the receipt of a written request from Parent to do so, Company and the Company Subsidiaries shall use commercially reasonable efforts to deliver to Parent (i) promptly reimburse at least seven (7) Business Days prior to the Closing Date, a draft payoff letter with respect to the Company Credit Facility and any other indebtedness (including mortgages) of Company or the Company Subsidiaries to be paid off, discharged and terminated on the Closing Date in accordance with this Section 7.19 and (ii) at least one (1) Business Day prior to the Closing Date, an executed payoff letter with respect to the Company Credit Facility and any other indebtedness (including mortgages) of Company or the Company Subsidiaries to be paid off (the “Payoff Letters”), discharged and terminated on the Closing Date, in each case in form and substance customary for transactions of this type, from the applicable agent on behalf of the Persons to whom such indebtedness is owed, which Payoff Letters together with any related release documentation shall, among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted in connection with the Company Credit Facility or such other indebtedness of Company to be paid off, discharged and terminated on the Closing Date in accordance with this Section 7.19 relating to the assets, rights and properties of the Company and Company Subsidiaries securing or relating to such indebtedness, shall, upon the payment of the amount set forth in the applicable Payoff Letter at or prior to the Second Merger Effective Time, be released and terminated. (d) All material non-public or otherwise confidential information regarding Company or its Affiliates obtained by Parent or any of its Representatives pursuant to this Section 7.19 shall be kept confidential in accordance with the Confidentiality Agreement; provided, that notwithstanding anything to the contrary herein or in the Confidentiality Agreement, such information may be disclosed (i) to prospective lenders, underwriters, initial purchasers, dealer managers and agents during syndication and marketing of the transactions contemplated by this Section 7.19 that enter into confidentiality arrangements customary for financing transactions of the applicable type (including customary “click-through” confidentiality undertakings) and (ii) on a confidential basis to rating agencies. Parent shall indemnify, defend and hold harmless Company and its Affiliates and their respective Representatives from and against any liability, obligation or loss actually suffered or incurred by them in connection with any cooperation provided under this Section 7.19 and any information utilized in connection therewith, except in the event such liabilities, obligations or losses arose out of or result from (i) the bad faith, gross negligence or willful misconduct by Company or its Affiliates or their respective Representatives or (ii) any information provided by or on behalf of Company or its Affiliates that is disclosed and used solely in a manner expressly permitted by this Section 7.19 or that Company has otherwise expressly consented to in writing. Parent shall, promptly upon request by Company, reimburse Company and its Affiliates and their respective Representatives for all reasonable reasonable, documented and invoiced out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) actually incurred by the Company the Subsidiaries of the Company and any of its or their such Affiliates and Representatives in connection with any cooperation provided for in under this Section 5.147.19, and (ii) indemnify and hold harmless except in the Companyevent such costs arose out of or result from the bad faith, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraudor willful misconduct by Company or its Affiliates or their respective Representatives. (de) Without limiting the generality None of the foregoingrepresentations, promptly following Parent’s requestwarranties or covenants of Company set forth in this Agreement shall be deemed to apply to, the Company shall deliver to each or deemed breached or violated by, any of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) actions taken by Company pursuant to, and in accordance with, this Section 7.19. Parent hereby acknowledges and agrees that obtaining any debt financing is not a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable condition to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger Mergers, and that if any such debt financing is not obtained, Parent will continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article 8 and the other transactions contemplated by this Agreementterms hereof, and (2) certain modifications of (or waivers under or other changes to) to consummate the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective TimeMergers.

Financing Cooperation. (a) The Company shall, and shall cause the its Subsidiaries of the Company to, and shall request their respective Representatives to, at Parent’s sole cost and expense, use reasonable best efforts to provide all cooperation reasonably requested by Parent, Merger Sub and their authorized Representatives in connection with the arrangement, marketing and consummation of any debt financing by them, including (i) provide commercially participating in a reasonable assistance number of meetings and due diligence sessions on reasonable advance notice and at reasonable locations, (ii) promptly furnishing Parent, Merger Sub and their financing sources with (w) audited consolidated balance sheets and related consolidated statements of income, shareholder’s equity and cash flows of Company and its Subsidiaries for the fiscal years ending December 31, 2016, 2015 and 2014, and unaudited consolidated balance sheets and related consolidated statements of income and cash flows of Company and its Subsidiaries for the six months ended June 30, 2017, (x) the Supplemental Financial Statements (as defined below), (y) all information regarding the Company and its Subsidiaries reasonably required for Parent to prepare pro forma and other financial information customarily included in a registered public offering of debt securities, and (z) all other historical financial and other pertinent historical information regarding Company and its Subsidiaries as may be reasonably requested in writing by Parent, including all historical financial statements and historical financial and other data, with respect to Company and its Subsidiaries and of the type reasonably determined by Parent to be required by Regulation S-X and Regulation S-K under the Securities Act for registered offerings of debt securities, to consummate the offerings of debt securities by Parent at the time during Company’s fiscal year such offerings will be made, (iii) promptly furnishing Parent, Merger Sub and Parent’s financing sources with information requested under applicable “know your customer” and anti-money laundering rules and regulations, including USA PATRIOT Act, FATCA and OFAC at least five (5) business days prior to the Closing Date, to the extent requested at least ten (10) business days prior to the Closing Date, (iv) assisting with the preparation of materials for rating agency presentations, offering documents, offering circulars or private placement memoranda, bank information memoranda, prospectuses and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Subsidiaries of the Company, all for use similar documents required in connection with any debt financing by the Parent (collectively, the “Offering Materials”) and Company agrees that Parent and the Lenders shall be permitted to include any logos of Company or any of its Subsidiaries in the Offering Materials, provided that such logos are not used in a manner that would reasonably be expected to harm or disparage Company, its Subsidiaries or their marks, (v) cooperating in and assisting with the preparation of any pledge and security documents and other definitive financing documents and facilitating the execution and delivery at Closing of definitive documents relating to any debt financing and the pledge of collateral in connection with such financing , (vi) executing and delivering (or using reasonable best efforts to obtain from its advisors), and causing its affiliates to execute and deliver (or use reasonable best efforts to obtain from their advisors), customary certificates, accountants’ comfort letters (and consents of accountants for use of their reports in any materials relating to any debt financing and in connection with any filings required to be obtained made by Parent pursuant to the Securities Act or the Exchange Act where the financial statements of Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Reports or any information regarding the Company and its Subsidiaries are included or incorporated by reference), or other documents and instruments relating to guarantees and other matters ancillary to any debt financing as may be reasonably requested by Parent as necessary and customary in connection with any such financing, (vii) providing authorization letters to Parent’s financing sources authorizing the distribution of information to prospective lenders or investors and containing a representation to such financing sources that the public side versions of such documents, if any, do not include material non-public information about Company or its Subsidiaries or Equity Interests, (viii) reasonably cooperating with Parent’s financing sources and their respective agents with respect to their due diligence, including by giving access to documentation reasonably requested by persons in connection with capital markets transactions, (ix) taking all actions reasonably requested by Parent or Merger Sub to permit Parent’s financing sources and other prospective lenders to evaluate the Company’s and its Subsidiaries’ inventory, current assets, cash management systems and accounting system, policies and procedures relating thereto for the purpose of establishing collateral arrangements as of the Closing (including providing sufficient access to allow such lenders (or their agents or representatives) to conduct an initial field examination and inventory and rolling stock appraisals), (x) executing and delivering, and causing its Subsidiaries to execute and deliver customary certificates (excluding solvency certificates), (xi) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of all existing indebtedness of the Company or any of its Subsidiaries contemplated to be paid off, discharged and satisfied and/or terminated on the Closing Date, (xii) assisting Parent in the satisfaction of conditions precedent set forth in any debt financing to the extent the satisfaction of such conditions requires the cooperation of or is within the control of the Company or its Subsidiaries and (xiii) facilitating the entrance into other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to any debt financing as may be reasonably requested by Parent in connection with any debt financing and otherwise reasonably facilitating the pledge of collateral and providing of guarantees contemplated by any debt financing (including, without limitation, executing and delivering agreements, documents or certificates that facilitate the creation, perfection or enforcement of liens securing the debt financing as requested by Parent or Merger (the “Financing”)Sub or Parent’s financing sources, in each case, in form and substance reasonably satisfactory to Parent, and delivering original stock certificates to the Lenders or their agents or representatives, together with blank stock powers, at the Closing); provided, that (iiA) request Company shall not be required to become subject to any obligations or liabilities with respect to such agreements or documents that would become effective prior to the Effective Time and (B) none of Company or any of its independent accountants Subsidiaries shall be required to provide customary access to or disclose information if Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of Company or any of its Subsidiaries or contravene any Law or any material contract to which Company or any of its Subsidiaries is a party; provided that Company and its Subsidiaries will use reasonable assistance best efforts to provide such information in a manner that does not violate such agreement or Law or waive such privilege. Parent shall, following written demand from Company, reimburse Company for all reasonable and documented out-of-pocket costs incurred by Company or its Subsidiaries in connection with providing customary comfort letters such cooperation contemplated by this Section 6.13. Parent and Merger Sub acknowledge and agree that Company and its affiliates and their respective Representatives shall not have any responsibility for, or incur any liability to any person under or in connection with, the arrangement or marketing of any debt financing that Parent or Merger Sub may raise in connection with the Financing; providedtransactions contemplated by this Agreement. Parent and Merger Sub shall, furtheron a joint and several basis, that nothing indemnify and hold harmless Company, its affiliates and their respective Representatives from and against any and all damages suffered or incurred by them in this Agreement shall require connection with the Company to cause arrangement or marketing of the delivery of debt financing and any information utilized in connection therewith (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed information provided in writing by Company or its Subsidiaries expressly for use in connection therewith and other than any damages resulting from the preceding clause gross negligence or willful misconduct of such indemnified Person). (b) Without limiting the generality of Section 6.13(a), from the date hereof until the Closing, Company shall deliver to Parent and the Lenders (i) within ninety (90) days after the end of any fiscal year ending after the date hereof, audited consolidated balance sheets and related consolidated statements of income, shareholder’s equity and cash flows of Company and its Subsidiaries for such fiscal year, (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than within forty-five (45) days prior to of the end of any fiscal quarter ending after the date hereof, unaudited consolidated balance sheets and related consolidated statements of income and cash flows of Company and its Subsidiaries for such request. fiscal quarter and (biii) Notwithstanding anything to within thirty (30) days after the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification end of any existing agreement or other documentation that would be effective prior to the Closingfiscal month beginning with (and including) June 2017, (4) require the Company to provide pro forma financial unaudited consolidated balance sheets and related consolidated statements or pro forma adjustments reflecting the Financing or any description of all or any component income and cash flows of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), its Subsidiaries for each such preceding month (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Companycollectively, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan ConsentSupplemental Financial Statements”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.

Financing Cooperation. (a) The Company shallKick shall use its reasonable best efforts to take, and shall or cause to be taken as promptly as practicable after the Subsidiaries of the Company to, (i) provide commercially reasonable assistance with the preparation of and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Subsidiaries of the Companydate hereof, all for use in connection with any debt financing actions and to do, or cause to be obtained by Parent in connection with done, all things necessary, proper or advisable to arrange, obtain and consummate the Merger (Minimum Debt Financing. Upon the “Partnership’s request, Kick shall keep the Partnership informed of any material developments concerning the availability of, status of its efforts to arrange and obtain, the Minimum Debt Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) . Notwithstanding anything to the contrary contained in this Agreement (including herein, Kick shall be deemed to have satisfied its obligations under this Section 5.14): 5.15(a) if (i) nothing in this Agreement the Marketing Period has ended and (including this Section 5.14ii) the Company has made at least two (2) attempts (each attempt, for the avoidance of doubt, shall require any such include marketing efforts and a roadshow that are customary for a first time issuer of notes) to arrange, obtain and consummate the Minimum Debt Financing prior to the Outside Date (the foregoing clauses (i) and (ii), the “Financing Termination Conditions”); provided, that the second attempt must come no earlier than 30 days after the end of the first attempt without the prior written consent of the Partnership (not to be unreasonably withheld, conditioned or delayed). (b) Each Burro Party shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts, and each of them shall cause their respective Representatives to use their reasonable best efforts, to provide customary, reasonable and timely cooperation to the Kick Parties and their respective Representatives, to the extent reasonably requested by Kick, in connection with any Debt Financing, including, to the extent so requested, using reasonable best efforts to: (i) (A) as promptly as reasonably practical, furnish the Kick Parties and any Financing Parties (and their respective Representatives, as applicable) with the Required Information; and (B) provide reasonable assistance to Kick in connection with Kick’s preparation of pro forma financial statements and pro forma financial information (it being agreed that it would the Burro Parties will not be required to provide any information or assistance relating to (1a) the proposed aggregate amount of Debt Financing, together with assumed interest rates, dividends (if any) and fees and expenses relating to the incurrence of such Debt Financing, (b) any post-Closing or pro forma cost savings, synergies, capitalization or ownership desired to be incorporated into any information used in connection with the Debt Financing or (c) any financial information related to Kick or any of its Subsidiaries); (ii) provide reasonable and customary assistance to the Kick Parties and any 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, 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 any Debt Financing to the extent customary in connection with any such Debt Financing and (B) materials for rating agency presentations, and otherwise reasonably cooperate with the marketing efforts of the Kick Parties and the Financing Parties (and their respective Representatives, agents and advisors, as applicable) for any portion of any Debt Financing; (iii) make senior management and other representatives of the Burro Parties available, at mutually agreed locations and upon reasonable prior notice, to participate in meetings (including one-on-one conference or virtual calls with any 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 or marketing activities, provided that, at the Partnership’s option in consultation with Kick, any such meeting or communication may be conducted virtually by teleconference, videoconference or other electronic media; (iv) cause the Burro Parties’ independent registered accounting firm to provide customary assistance, including by using reasonable best efforts to cause the Burro Parties’ independent registered accounting firm or other applicable third party advisor (A) to provide customary comfort letters (including “negative assurance” comfort) (and drafts of such comfort letters) in connection with any capital markets transaction comprising a part of any Debt Financing to the applicable Financing Parties, in each case in form and substance customary for private placements of high yield debt securities to the extent applicable, (B) to provide any necessary consents (including, with respect to the Burro Parties’ independent registered accounting firm, to the inclusion of its audit report in respect of any financial statements of the Burro Group Entities included or incorporated in any of the applicable financing materials referred to in Section 5.15(b)(ii)), and (C) to participate in a reasonable number of due diligence sessions at reasonable times and locations and upon reasonable prior notice; provided that, at the Partnership’s option, any such session may be conducted virtually by teleconference, videoconference or other electronic 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 the Burro Parties’ information to prospective lenders in connection with a syndicated bank financing or otherwise with respect to any bank information memoranda, or similar document; (vi) assist the Kick Parties and any 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 schedules or disclosures thereto, cash management agreements, hedging agreements, other supporting documents and customary closing certificates (excluding any solvency certificate), and any other definitive and ancillary documentation for any Debt Financing as may be requested by Kick; (viii) make introductions of Kick to the Burro Parties’ existing lenders and facilitate relevant coordination between Kick and such lenders; (ix) cooperate with the due diligence of Financing Parties and their Representatives in connection with any Debt Financing, to the extent customary and reasonable including the provision of all such information reasonably requested with respect to the property and assets of the Burro Group Entities and by providing to internal and external counsel of the Kick Parties 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 any Debt Financing; (x) deliver, at least four (4) Business Days prior to Closing, to the extent reasonably requested in writing at least nine (9) Business Days prior to Closing, all documentation and other information regarding the Burro Group Entities that any 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 2001, and a beneficial ownership certificate in respect of any of the Burro Group Entities that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (31 C.F.R. § 1010.230); (xi) to the extent requested by Kick, in connection with any steps Kick may determine are necessary or desirable to take in order to prepay or redeem, satisfy and discharge all amounts and obligations outstanding under the Burro Credit Facilities and the Partnership’s Notes or any other indebtedness, provide all reasonable assistance to, and evidence thereof, to Kick, including (A) preparing, submitting and/or issuing customary notices in respect of any such prepayment or redemption; provided that any such prepayment and redemption shall be contingent upon the occurrence of the Closing unless otherwise agreed in writing by the Partnership, (B) obtaining from the agent a customary payoff letter in respect of the Burro Credit Facilities, (C) cooperating in the satisfaction, discharge and release of Liens securing the Burro Credit Facilities and the Partnership’s Notes including obtaining customary lien termination and other instruments of discharge, in each case in a form reasonably acceptable to Kick (which discharges and releases, for the avoidance of doubt, shall not be required to take effect before the Closing) and (D) taking such actions as may be permitted or required by the terms of the Burro Credit Facilities or the Partnership’s Notes to prepare, submit and/or issue such notices in respect of any prepayment or redemption thereof or to satisfy, discharge and/or defease any or all obligations thereunder; (xii) to the extent requested by Kick, provide guarantees in connection with any Debt Financing (which guarantees, for the avoidance of doubt, shall not be required to take effect before the Closing); and (xiii) consent to the use of its and its Subsidiaries’ trademarks, trade names and logos in connection with any 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 Partnership or its Subsidiaries or the Partnership’s or its Subsidiaries’ reputation or goodwill. (c) For the avoidance of doubt, any failure of the Burro Parties to fulfill their obligations under Section 5.15(b) shall not be deemed a breach of this Agreement or excuse the performance of Kick to consummate the transactions, so long as the Burro Parties are acting in good faith to fulfill such obligations. (d) Notwithstanding the foregoing, none of the Partnership nor any of its Affiliates shall be required to take or permit the taking of any action pursuant to this Section 5.15(d) that would: (i) require the Company to pay any commitment Partnership or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company its Subsidiaries or any of the Subsidiaries of the Company, (3) require the Company their respective Affiliates or any persons who are officers or directors of such entities to pass resolutions or consents to approve or authorize the Subsidiaries execution of the Company to any Debt Financing or enter into into, execute or approve deliver any certificate, document, instrument or agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement or other documentation (except for the authorization letters contemplated by Section 5.15(b)(v)) in each case, that would be effective prior to Closing, (ii) cause any representation, warranty or other provision in this Agreement to be breached by the Partnership or any of its Affiliates, which breach if occurring or continuing at the Initial Effective Time would result in the failure of any of the conditions set forth in Section 6.2(a) or Section 6.2(b), (iii) require the Partnership 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 any Debt Financing prior to the Closing, or (z) have any obligation of the Partnership or any of its Affiliates under any agreement, certificate, document or instrument be effective until the Closing, (4iii) cause any director, officer, employee or stockholder of the Partnership or any of its Affiliates to incur any personal liability (except to the extent such Person is continuing in such role after Closing, and solely with respect to agreements contingent upon Closing and that would not be effective prior to Closing) or provide any representation or certificate such director, officer, employee or stockholder believes in good faith is false to the extent disclosed to the Kick Parties in writing, (iv) conflict with the Governing Documents of the Partnership or any of its Affiliates or any Laws, or material contracts, (v) provide access to or disclose information to the extent that the Partnership or any of its Affiliates determines in good faith would jeopardize any attorney-client privilege or other similar privilege or protection of the Partnership or any of its Affiliates in respect of such information; (vi) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company Burro Parties or any of their respective boards of directors Subsidiaries or Representatives to prepare or provide any Excluded Information, (or equivalent bodiesvii) to approve or authorize require the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) Representatives of the Company, Burro Parties to provide any legal opinion or (viii) unreasonably interfere with the Subsidiaries ongoing operations of the Company, Partnership or any of their respective Representatives under any certificateits Subsidiaries. Kick shall, agreementpromptly on request by the Partnership, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company Partnership and its Affiliates for all reasonable reasonable, documented and invoiced out-of-pocket costs or expenses (including reasonable reasonable, documented and documented costs and expenses of counsel and accountantsinvoiced out-of-pocket attorneys’ fees) incurred in good faith by the Company the Subsidiaries of the Company and any of its them or their Representatives in connection with any the cooperation provided for described in this Section 5.14, 5.15(b) and (ii) shall indemnify and hold harmless the CompanyPartnership and its Affiliates and their respective Representatives (collectively, the Subsidiaries of the Company “Indemnified Parties”) from and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) all losses suffered or settlement payment incurred as a result of, or by them in connection withwith any Debt Financing, any cooperation provided for in this action taken by them at the request of Kick or its Representatives pursuant to Section 5.14 or the Financing 5.15(b) and any information used in connection therewiththerewith except (i) to the extent suffered or incurred as a result of the bad faith, unless gross negligence, willful misconduct or breach of this Agreement by any Indemnified Party or (ii) as a result of any untrue statement of material fact or material omissions of any material fact necessary in order to make the Company acted in bad faith or with gross negligence and other than statements therein, in the case light of fraudthe circumstances under which they were made, not misleading in any information provided by or on behalf of any Indemnified Party and included in the documents related to such Debt Financing in conformity therewith or (iii) that were agreed to by any Indemnified in a settlement without the written consent of Kick. (de) Without limiting All non-public or otherwise confidential information regarding the generality Partnership or any of its Affiliates obtained by Kick or its Representatives pursuant to this Section 5.15(e) shall be kept confidential in accordance with the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Confidentiality Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes Kick shall be effective prior permitted to disclose such information to (i) any Financing Parties subject to customary confidentiality obligations and (ii) otherwise to the Effective Timeextent necessary and consistent with customary practices in connection with any Debt Financing subject to customary confidentiality arrangements reasonably satisfactory to the Partnership.

Financing Cooperation. (a) The Prior to the Closing Date, the Company shall, shall and shall cause the Subsidiaries each of the Company toGroup Companies and their respective officers, employees and advisors, including legal and accounting advisors, accountants, attorneys and auditors to provide such reasonable cooperation to the Purchaser as may be requested by Purchaser to the extent permitted by laws (i) provide commercially reasonable assistance with the preparation of and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Subsidiaries of the Company, all for use in connection with any debt financing to request will be obtained by Parent precise and specific as reasonably practicable) in connection with the Merger arrangement of financing by Purchaser for purposes of this Agreement and the Share Purchase Agreement (the “Financing”), including by: (a) promptly providing customary financial statements and financial information regarding the Group Companies as may be reasonably requested in writing by Purchaser (x) in order to consummate the Financing or (y) as necessary to satisfy the conditions set forth in the debt commitment letters received by the Purchaser and dated as of the date hereof (the “Debt Financing Commitment”), including (1) International Financial Reporting Standards adopted by the International Accounting Standards Board (“IFRS”) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for the 2012, 2013 and 2014 fiscal years of the Company (2) IFRS unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company reviewed by the auditors in accordance with PCAOB AU722 for each subsequent fiscal quarter ended at least 60 days before the Closing Date, other than with respect to any quarter-end that is also a fiscal year-end, and (ii3) request all financial information about the Group Companies reasonably requested by Purchaser to (X) prepare customary pro forma financial statements customarily included in offering documents for high yield debt securities and (Y) assist Purchaser in reconciling the financial statements described in the foregoing clauses (1)-(3) to United States generally accepted accounting principles (“GAAP”), and (4) financial information that its would be necessary in order to receive customary “comfort” (including “negative assurance” comfort) from independent accountants provide customary of Purchaser and reasonable assistance to Parent in connection with providing customary comfort letters the Company in connection with the offering of such securities (and the Company shall arrange the delivery of such comfort with respect to such information); (b) cooperating with the marketing and due diligence efforts of Purchaser and their financing sources, including by assisting with the preparation of appropriate and customary materials for rating agency presentations, offering documents, prospectuses, private placement memoranda, lender and investor presentations, bank information memoranda, business projections and similar documents required in connection with the Financing and any syndication thereof and assisting in identifying any portion of any information contained in any such offering documents that constitutes material non-public information as to any Group Company; (c) furnishing the Purchaser at least six (6) Business Days prior to the Closing Date with documentation and other information about the Group Companies expressly and specifically required by the Purchaser to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001, provided that it has received a precise list of such documentation and other information at least nine (9) Business Days prior to Closing; (d) executing and delivering certificates, legal opinions and other customary documents relating to the Financing, in each case, with effect from and after the Closing, as may be reasonably requested by Purchaser (provided that any obligations contained in such documents shall be effective no earlier than as of the Closing Date); (e) designating members of senior management of the Group Companies to execute customary authorization letters, and assisting in obtaining comfort letters (including “negative assurance” comfort), and accountants’ consent letters and assisting Purchaser and its counsel with obtaining the customary legal opinions required to be delivered with respect to any offering documents in connection with the Financing and otherwise procuring the assistance of auditors to the extent needed in finalizing and producing customary comfort on the information contained in any offering memorandum; (f) facilitating the execution and delivery (at Closing) of definitive documents related to the Financing; (g) designating and causing members of senior management of the Group Companies to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Financing at mutually agreeable times and upon reasonable notice; (h) facilitating the taking of all reasonable corporate actions by the Group Companies, subject to the occurrence of the Closing, necessary to permit the completion of the Financing, including executing and delivering any guarantee and any customary pledge and security documents by the Group Companies, in each case, with effect from and after the Closing as may be reasonably requested by the Purchaser (provided that any obligations contained in such documents shall be effective no earlier than as of the Closing Date); (i) using reasonable best efforts to assist Purchaser in connection with the preparation of pro forma financial information and financial statements to be included in any offering documents; (j) using reasonable best efforts to assist in reconciling the financial statements of the Group Companies to GAAP; (k) reasonably cooperating in connection with the pay-off of existing indebtedness of the Group Companies and the release of related liens and termination of related security interests and the obtaining of customary pay-off and release letters (including by delivery of timely notices of repayment or prepayment); provided, furtherhowever, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) interfere unreasonably interfere with the ongoing business or operations of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing)Group Companies, or (6) require the Company, would violate or infringe any of the Subsidiaries of the Company or applicable law in any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation material respect. The Group Companies shall not be required to pay any commitment or other fees (except to the extent immediately reimbursed by the Purchaser) or reimburse provide any expensessecurity or incur any other liability (except for amounts immediately reimbursed by the Purchaser) in connection with the debt financing prior to Closing. Neither the obtaining of the CompanyFinancing, nor the Subsidiaries completion of any issuance of securities contemplated by the Financing is a condition to the Closing. The Purchaser reaffirms its obligation to consummate the transactions contemplated by this Agreement and the Share Purchase Agreement irrespective and independently of the Companyavailability of the Financing or the completion of any such issuance, subject to the satisfaction of the conditions set forth in Article 7 of the Share Purchase Agreement. In no event shall any Financing be permitted which might expose the Group Companies (or its management) to any criminal liability. Notwithstanding anything to the contrary provided herein or in any other agreement among the parties hereto, Purchaser shall be permitted to disclose this Agreement and related documentation to any potential lenders or investors, subject to customary confidentiality undertakings by such potential lenders or investors with respect thereto. Purchaser shall indemnify, defend and hold harmless each of the Group Companies and their respective partners, members, managers, employees, accountants, legal counsel and other representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Financing and the performance of their respective Representatives obligations under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii4.(ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used utilized in connection therewith, unless other than to the Company acted extent arising from (x) historical information relating to the Group Companies provided by the Group Companies in bad faith writing specifically for use in the Financing offering documents or with gross negligence (y) the wilful misconduct of the Group Companies or their respective partners, members, managers, employees, accountants, legal counsel and other than in the case of fraudrepresentatives. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.

Financing Cooperation. (a) The Company shall, and shall cause the its Subsidiaries of the Company to, (i) provide commercially reasonable assistance with the preparation of and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Subsidiaries of the Company, all for use in connection with any debt financing to be obtained by Parent reasonably cooperate in connection with the Merger arrangement of (1) any Anticipated Financing and (2) any other public offering by Parent of its debt or equity securities (such financings the “Financing”). Such cooperation by the Company and its Subsidiaries shall include, at the reasonable request of Parent or Buyer, using their reasonable best efforts to: (i) furnish (x) audited consolidated statements of financial position and related consolidated income statements and consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for the three most recently completed fiscal years ended at least one-hundred-twenty (120) days prior to the anticipated date of such Financing and unaudited condensed consolidated interim statements of financial position and related condensed consolidated interim income statements and condensed consolidated interim statements of comprehensive income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements and at least sixty (60) days prior to the anticipated date of such Financing (and the corresponding periods of the prior fiscal year), (y) as promptly as reasonably practical, all financial data, audit reports and other financial information of the Company and its Subsidiaries of the type required by the SEC’s Form 20-F promulgated under the 1934 Act and other accounting rules and regulations of the SEC as may reasonably be requested of the type and form customarily included in registered public offerings or private placement memoranda pursuant to Rule 144A of the Securities Act and, in the case of private placement memoranda, subject to customary exceptions, and (iiz) request that its independent accountants provide customary all information with respect to the Company necessary for Parent and reasonable assistance Buyer to prepare any pro forma financial statements required to be included in any such offering document (including (A) to the extent an audited consolidated statement of financial position and related consolidated income statements of the Company as of and for the annual periods presented by Parent in preparing any such pro forma financial statements are not available, furnishing to Parent an unaudited consolidated statement of financial position and related consolidated income statements of the Company as of and for such periods presented by Parent and (B) such financial information as Parent may reasonably request in order to permit Parent to complete any required reconciliation from IFRS to GAAP and any required reclassifications to conform to Parent’s financial statement presentation), it being understood that the preparation of pro forma financial statements and the pro forma adjustments to be presented shall be the responsibility of Parent and Buyer (the information referred to in clauses (x), (y) and (z), collectively, the “Financing Information”); provided, that such Financing Information shall be limited to the type of information that would be required in connection with providing a registered public offering, or in the case of an offering conducted under Rule 144A, customarily included in a private placement memorandum conducted under Rule 144A; (ii) cause its independent registered public accounting firm to reasonably cooperate with any Financing Sources consistent with such independent registered public accounting firm’s customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) with respect to the information provided pursuant to clause (i)(x) above and customary consents to the inclusion of audit reports in connection with the Financing and participation by the Company’s independent registered public accounting firm in due diligence sessions conducted in connection with the provision of such comfort letters and consents, and provide any necessary management representation letters to its independent registered public accounting firm in connection with the foregoing; (iii) provide information (A) related to the Company and its Subsidiaries reasonably necessary to assist Parent or any of its Affiliates, and assist Parent and its Affiliates, in the preparation of one or more customary confidential information memoranda, offering memoranda or prospectuses and (B) reasonably necessary to assist Parent or any of its Affiliates in its preparation of customary material relating to the Company and its Subsidiaries for rating agency presentations or as otherwise reasonably requested by Parent or the Financing Sources in connection with the syndication or other marketing of the Financing (collectively the materials described in this clause (iii), the “Marketing Material”); (iv) provide the reasonable use by Parent and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of the Financing (subject to advance review of and consent of the Company with respect to such use); provided, that such logos are 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 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 products, services, offerings or Owned Intellectual Property Rights; (v) cause Senior Management and Representatives, with appropriate seniority and expertise, to participate in due diligence sessions, and otherwise cooperate with the Financing Sources’ documentary due diligence, to the extent customary and reasonable; provided that Senior Management shall not be required to attend any such meetings on more than three (3) days in the aggregate; (vi) (vi) provide, at least three (3) Business Days prior to the Acceptance Time, all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering and anti-corruption rules and regulations, including the USA PATRIOT Act, to the extent reasonably requested by any Financing Source at least ten (10) Business Days prior to the anticipated Acceptance Time; (vii) cooperate with Parent’s and Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Financing; provided; (viii) cooperate with Parent, furtherBuyer and any Financing Sources to ensure that, that nothing to the extent practicable and appropriate, any syndication efforts in this Agreement shall require connection with the Company to cause Financing benefit from the delivery of Company’s and its Subsidiaries’ existing financing relationships; (1ix) legal opinions supplement the written or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, formally presented information (other than as allowed by the preceding clause (ii), (2projections and other forward looking materials and information of a general economic or industry specific nature) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared provided by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect as soon as reasonably practicable after gaining knowledge thereof; and (x) take any action or consummate any other transaction reasonably requested by Parent and Buyer, contingent upon the occurrence of the Closing, that it would (1) require facilitates an efficient debt financing and security structure following the implementation of the Transaction. provided, that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to take any of the following actions that is not contingent on the Closing: (A) pay any out-of-pocket fee or expense or incur any other material Liabilities for which the Company is not promptly reimbursed by Parent or Buyer, (B) pay any commitment or other fees, reimburse in each case, in connection with any expenses or otherwise incur any liabilities or Financing, (C) give any indemnities prior to the Closingin connection with any Financing, (2D) take any action that, in the good faith determination of the Company, would unreasonably interfere with the ongoing conduct of the business of the Company and its Subsidiaries or operations create an unreasonable risk of damage or destruction to any property or assets of the Company or any of the Subsidiaries of the Companyits Subsidiaries, (3E) require provide (i) any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or, subject to compliance by the parties with the 1933 Act or the 1934 Act, that is confidential or proprietary to the providing party or (ii) any information with respect to which the Company or any of the its Subsidiaries owes a duty of the Company confidentiality to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing a Third Party (it being understood understood, in that case, that the Company shall, to the extent permitted by such duty of confidentiality, inform Parent that it is not providing certain information as a result of such a duty and shall use reasonable best efforts to assist in preparation obtain the consent of pro forma financial adjustments such third party to the extent otherwise relating Company’s and its Subsidiaries’ disclosure of such information to the Company Parent, Buyer and required by the Financingits Financing Sources), (5F) require take any action that would conflict with or violate its organizational documents or any applicable Law or would conflict with or result in a violation or breach of, or default under, any material agreement to which the Company or the any of its Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder is a party, (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments G) adopt any resolution prior to the extent otherwise relating to the Company and required by the Financing), Closing or (6H) require the Companytake any action that would be reasonably expected to cause any director, any of the Subsidiaries officer or employee of the Company or any of their respective boards of directors its Subsidiaries to incur any personal liability. (or equivalent bodiesb) to approve or authorize the FinancingParent and Buyer shall, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of promptly upon request by the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and documented out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Company, its Subsidiaries of the Company and any of its or and their respective Representatives in connection with any cooperation provided for in their respective obligations pursuant to this Section 5.14, and (ii) 7.07. Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses suffered or incurred by any of them in connection with any Financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by the Company or any of its Subsidiaries for use in any such Financing), except to the extent such losses were suffered or incurred as a result of the gross negligence or willful misconduct of the Company or any of its Subsidiaries. (c) The Company shall, and shall cause its Subsidiaries to, promptly deliver all notices, reasonably cooperate with Parent and take all other actions reasonably requested by Parent to facilitate the termination at, or, at the option of Parent, following, the Closing of all commitments in respect of all indebtedness of the Company and any its Subsidiaries under the Revolving Facility Agreements, the repayment in full on, or, at the option of its and their Representatives against any claimParent, lossfollowing, damage, injury, liability, judgment, award, penalty, fine, Tax, cost the Closing Date (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraudany letters of credit, cash collateralization, to the extent that Parent shall not have entered into an alternative arrangement with the issuing bank) of all obligations in respect of all such indebtedness under, and the release on, or, at the option of Parent, following, the Closing Date of any Liens securing all such indebtedness and guarantees in connection therewith. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use reasonable best efforts and shall reasonably cooperate with Parent to obtain and deliver to Parent at least two (2) Business Days prior to the Closing Date an executed conditional payoff letter with respect to all such indebtedness (collectively, the “Payoff Letter”), in form and substance customary for transactions of this type, from the applicable agent on behalf of the Persons to whom such indebtedness is owed, each of which Payoff Letters together with any related release documentation shall, among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted in connection with the documents for the assets, rights and properties of the Company and its Subsidiaries securing such indebtedness shall, upon the payment of the amount set forth in the applicable Payoff Letter at or prior to the Closing, be released and terminated. The obligations of the Company pursuant to this Section 7.07(c) shall be subject to Parent providing all funds required to effect all such repayments and cash collateralization of (or alternative arrangement with respect to) letters of credit at or prior to the Closing. (d) Without limiting At the generality request of the foregoing, promptly following Parent’s request, the Company shall, and shall deliver to each of cause its Subsidiaries to, issue at the lenders under the Existing Indebtedness time requested by Parent (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable which time may be prior to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to Closing Date) one or more notices to effect the optional redemption or prepayment of all of the Existing Loan Documents may include a request for a consent, outstanding indebtedness set forth in form and substance reasonably acceptable to Section 7.07(d) of the Company Letter in accordance with the terms of the applicable documents on (an “Existing Loan Consent”)or, to (1at the option of Parent, following) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan DocumentsClosing Date; provided, that no such modifications, waivers or changes notice shall be effective required to be sent unless it can be conditioned on the occurrence of the Closing or can be revoked at no cost to the Company if the Closing does not occur. The obligations of the Company pursuant to this Section 7.07(d) shall be subject to Parent providing all funds required to effect all such redemptions or repayments at or prior to the Effective TimeClosing. (e) Parent and Buyer acknowledge and agree that the obtaining of any Anticipated Financing or Financing is not a condition to the Closing.

Financing Cooperation. (a) The Company For purposes of this Section 6.10, the term “Financing” shall include any Permanent Financing (as defined in the Financing Letter), whether for debt, equity or otherwise. Prior to the Closing, Seller shall, and shall use reasonable best efforts to cause the Subsidiaries each of the Company its Affiliates and Representatives to, use reasonable best efforts to provide to Buyer such cooperation reasonably requested by Buyer and reasonably required in connection with the Financing or the Alternate Financing, including (to the extent reasonably requested and reasonably required): (i) provide commercially participating in a customary and reasonable assistance number of meetings, presentations, due diligence sessions, drafting sessions, road shows and sessions with rating agencies; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses (registered or otherwise) and any discussions regarding similar documents for the businessFinancing, financial statements, projections, including execution and management discussion and analysis delivery of the Company and the Subsidiaries of the Company, all for use in connection with any debt financing to be obtained by Parent in connection with the Merger (the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort representation letters in connection with an audit of the Financing; providedBusiness and auditors comfort letter; (iii) as promptly as reasonably practical, furtherand in no event later than March 31, that nothing in this Agreement shall require the Company to cause the delivery of 2013, furnishing Buyer with (1x) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary audited balance sheets for the FinancingBusiness as at December 31, other than as allowed by 2011 and 2012, and (y) audited statements of income and cash flows for the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under Business for the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or three (3) any financial information with respect to a month or fiscal period that has not yet years ended or has ended less than December 31, 2012 and (z) within forty-five (45) days prior of the end of the relevant fiscal quarter, unaudited interim financial statements for each fiscal quarter ending after January 1, 2013 (collectively, the “Carve-Out Financials”); (iv) in addition to the date information required pursuant to clause (iii), above, as promptly as reasonably practical, furnishing Buyer and the other parties to the Financing Letter with financial and other information regarding the Business and the Assets as may be reasonably requested by Buyer (including in connection with Buyer’s preparation of pro forma financial statements), including unaudited interim financial statements, financial data, projections, audit reports and other information of the type required by Regulation S-X and Regulation S-K of the Securities Act of 1933 for a registered public offering, and of type and form customarily included in private placements under Rule 144A, to consummate the offering(s) of debt or equity securities contemplated by the Financing, or as otherwise reasonably required in connection with the Financing, or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering(s) of debt or equity securities contemplated by the Financing (all such request.information in clause (iii) and this clause (iv), including the Carve-Out Financials, the “Required Information”); (bv) Notwithstanding anything providing information relating to the contrary contained Business that is reasonably available to it to assist in this Agreement the preparation of any credit agreements, indentures, purchase agreements, currency or interest hedging arrangements, other definitive financing documents, officer’s certificates, customary closing documents, or other certificates or documents with respect to the Financing contemplated by the Financing as may be reasonably requested by Buyer; (including this Section 5.14): vi) furnishing Buyer and their Financing sources as promptly as practicable all financial information required to be delivered pursuant to the Financing Letter and monthly financial statements for the Business (ito the extent prepared in the ordinary course of business); (vii) assisting Buyer to obtain waivers, consents, estoppels and approvals from other parties to Contracts, material Leases and Easements, and Encumbrances to which the Assets or the Business are bound; and (viii) cooperating with Buyer in its efforts to obtain accountants’ comfort Letter, consents, legal opinions, surveys, appraisals, engineering reports, environmental and other inspections, title insurance and other documentation and items relating to the Financing, as reasonably requested by Buyer; provided that (A) nothing in this Agreement (including this Section 5.14) herein shall require any such cooperation to the extent that it would (1) require the Company Seller or any of its Affiliates to waive or amend any terms of this Agreement, incur any Liabilities, pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities expenses, in each case, with respect to the Financing, prior to the Closing for which it has not received prior reimbursement by or on behalf of Buyer, or would cause Seller or any of its Affiliates to breach this Agreement or become unable to satisfy a condition to Closing, (2B) nothing herein shall require such cooperation from Seller or its Affiliates to the extent it would unreasonably interfere with the ongoing business or operations of the Company Seller or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, its Affiliates and (iiC) there shall be no action, liability Liability or obligation (including any obligation to pay any commitment of Seller or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives its Affiliates under any certificate, agreement, arrangement, document or instrument relating to the Financing Financing. Notwithstanding anything to the contrary in this Section 6.10, neither Seller nor its Affiliates shall be effective until in breach of the Closingcovenant set forth in this Section 6.10 if it has acted in good faith to comply with the cooperation and assistance set forth herein. (b) Buyer shall indemnify the Seller Indemnitees from, against and in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, any of them, directly or indirectly relating to, arising out of or resulting from the arrangement of the Financing, any other financing and/or the provision of information utilized in connection therewith to the fullest extent permitted by applicable Legal Requirement. (c) Parent shall Seller will use its reasonable best efforts to update the Required Information provided to Buyer pursuant to clauses (iiii) promptly reimburse and (iv) of Section 6.10(a) as may be necessary such that the Company for all reasonable and out-of-pocket costs Required Information does not contain any untrue statement of material fact or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by omit to state any material fact necessary in order to make the Company statements made therein, in the Subsidiaries light of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14circumstances under which they were made, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraudnot misleading. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.

Financing Cooperation. (a) The Company shall, and shall cause the Subsidiaries of the Company to, , (i) provide commercially reasonable assistance with the preparation of and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Subsidiaries of the Company, all for use in connection with any debt financing to be obtained by Parent in connection with the Merger (the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.

Financing Cooperation. (a) The Company shallshall cooperate with Parent, and shall cause the Company Subsidiaries to and shall use commercially reasonable efforts to cause the respective directors, officers, accountants, consultants, legal counsel, advisors, agents and other representatives of the Company toand the Company Subsidiaries to cooperate with the Parent Parties and Finance LLC, at the Parent Parties’ sole cost and expense, as reasonably requested by the Parent Parties in connection with the Debt Financing. Such cooperation shall include (without limitation) the following: (i) provide commercially reasonable participation in, and assistance with, customary marketing and syndication efforts related to the Debt Financing; (ii) assistance with the preparation of rating agency presentations, customary offering documents, confidential information memoranda (including a version that does not include material non-public information), private placement memoranda, high-yield offering prospectuses, lender presentations and any discussions regarding the businessother customary marketing materials, financial statements, projections, and (iii) participation by appropriate members of senior management discussion and analysis of the Company and the Company Subsidiaries in a reasonable number of meetings, presentations, roadshows, due diligence sessions and drafting and negotiation sessions with the Debt Financing Sources (including such meetings and presentations in connection with obtaining ratings in connection with the Debt Financing), (iv) delivery to Parent and the Debt Financing Sources as promptly as reasonably practicable of (without limitation) (A) audited consolidated balance sheets and related consolidated statements of operations, stockholders’ equity and cash flows of the Company for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date, (B) unaudited consolidated balance sheets and related consolidated statements of operations and cash flows for each interim fiscal quarter ended since the last audited financial statements of the Company and at least 45 days prior to the Closing Date, (C) lease operating statements and production reports with respect to the oil and gas properties of the Company and the Company Subsidiaries as of the last day of the most recently completed fiscal year ended at least 90 days before the Closing Date and for each fiscal quarter ended at least 45 days before the Closing Date (including for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which lease operating statements and production reports are required to be delivered), (D) a report, prepared in accordance with SEC rules and regulations, with respect to the proved Hydrocarbon reserves of the Company and the Company Subsidiaries that is either prepared or audited by a third party petroleum engineer for the most recently completed fiscal year ended at least 90 days before the Closing Date and (E) information with respect to the Company and the Company Subsidiaries reasonably necessary for Parent to prepare a customary pro forma balance sheet and financial projections, (v) using commercially reasonable efforts to provide Parent with the Required Offering Information, and identifying any portion of any such information that constitutes material non-public information regarding the Company or the Company Subsidiaries or their respective securities, (vi) using commercially reasonable efforts to obtain consents of accountants and reserve engineers for use of their reports in any materials relating to the Debt Financing and accountants’ and reserve engineers’ “comfort” letters, as reasonably requested by Xxxxxx, (vii) executing and delivering (in escrow), immediately prior to the consummation of the Debt Financing, the Debt Financing Documents, including credit agreements, indentures, purchase agreements, pledge and security agreements and other similar or related documents, provided that such documents will not take effect prior to the Closing; (viii) taking all actions reasonably desirable to permit the discharge in full as of the Closing of all Indebtedness set forth on Section 5.15(a) of the Company Disclosure Letter, including obtaining customary payoff letters, lien terminations, releases of guaranties and other instruments of discharge to evidence that all such Indebtedness shall have been paid in full, all commitments to lend terminated and all liens securing such Indebtedness encumbering any of the Company’s or any of its Subsidiaries’ assets shall have been released, together with duly executed recordable releases and terminations with respect to any and all such liens; (ix) providing reasonable assistance in connection with (A) the novation or other assumption of the Company’s and its subsidiaries’ hedge agreements as required by the Commitment Letter and (B) the preparation of the information required for use any Closing Date Borrowing Base Redetermination Reserve Report (as defined in the Commitment Letter) as required by the Commitment Letter; and (x) providing documentation and other information reasonably requested by Parent or the Debt Financing Sources or required by regulatory authorities in order for any Debt Financing Source to comply with requirements of any applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act (as defined in the Commitment Letter) and regulations pertaining to beneficial ownership of legal entity customers, in each case, as they may relate to the Company, the Company Subsidiaries or their respective assets, which in any event shall be provided at least five (5) Business Days prior to the Closing Date to the extent requested at least eight (8) Business Days prior to the Closing Date. Notwithstanding any other provision set forth herein, the Company and the Company Subsidiaries agree that the Parent Parties may share the information provided under this paragraph with the Debt Financing Sources and potential Debt Financing Sources in connection with any debt financing to be obtained by Parent marketing efforts in connection with the Merger Debt Financing, so long as all such parties are party to or otherwise subject to confidentiality obligations substantially comparable to such obligations set forth in the Confidentiality Agreement or otherwise reasonably satisfactory to the Company (it being understood for the “Financing”avoidance of doubt that the reasonable and customary processes of sharing a customary offering memorandum with potential investors for a Rule 144A and/or Regulation S offering of debt securities shall be deemed to be reasonably satisfactory). Notwithstanding the foregoing, such requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries, and (ii) request that its independent accountants provide customary the Company and reasonable assistance the Company Subsidiaries shall not be required to Parent in connection with providing customary comfort letters pay any commitment or other similar fee or make any other payment or incur any other liability or obligation in connection with the Debt Financing; provided, further, that . Furthermore (I) nothing in this Agreement shall require the Company and the Company Subsidiaries to cause the delivery of (1) any legal opinions or any representation or reliance letters or (except any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed customary representation and authorization letters and customary management representation letters required by the preceding clause (iiCompany’s independent auditors in connection with delivery of “comfort” letters), (2) any audited financial information solvency certificates, (3) any pro forma financials or (4) any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any other financial information in a form or substance not customarily prepared by the Company and the Company Subsidiaries with respect to such period (excluding, for the avoidance of doubt, the Required Offering Information), (II) neither the Company nor any period of the Company Subsidiaries nor any of their respective officers, directors, or (3) employees shall be required to execute or enter into or perform any financial information agreement with respect to a month or fiscal period the Debt Financing that has is not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to contingent on the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4III) require Persons who are on the Company to provide pro forma financial statements board of directors or pro forma adjustments reflecting the Financing board of managers (or any description similar governing body) of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Company Subsidiaries prior to the Closing in their capacity as such shall not be required to pass resolutions or consents to approve or authorize the execution of the Debt Financing, in each case, that are not contingent on the Closing or that would be effective prior to the Closing, (IV) neither the Company nor any of the Company Subsidiaries shall be required to provide pro forma financial statements take any action that will conflict with or pro forma adjustments reflecting transactions contemplated violate their formation or required hereunder organizational documents or result in the contravention of, or that would reasonably be expected to result in a violation or breach of or default (it being understood that with or without notice, lapse of time or both) under, any applicable Law or material Contract (in each case, prior to the Company Closing) and (V) nothing in this Agreement shall use reasonable best efforts to assist in preparation of pro forma financial adjustments require any cooperation to the extent otherwise relating that it would require providing access to or disclosing information reasonably be expected to threaten the loss of any attorney-client privilege or other applicable legal privilege of the Company and required by or the Financing), or Company Subsidiaries. (6b) require None of the Company, any of the Subsidiaries of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) Representatives shall be required to approve or authorize the Financing, and (ii) no action, take any action that would subject such Person to liability or obligation (including any obligation to pay any commitment or other fees similar fee or reimburse make any expenses) of other payment or incur any other liability in connection with the Company, the Subsidiaries of the Company, Debt Financing or any their performance of their respective Representatives obligations under this Section 5.15 or any certificateinformation utilized in connection therewith, agreementin each case, arrangement, document or instrument relating to the Financing shall be effective until the Closing. that is not reimbursable by Parent (c) other than customary authorization letters). Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and their respective affiliates and Representatives from and against any and all losses, liabilities, claims, damages, reasonable and documented out-of-pocket costs and reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees and expenses of counsel) suffered or incurred by them in connection with the arrangement of the Debt Financing and the performance of their respective obligations under this Section 5.15 and any information (other than with respect to information furnished by or on behalf of the Company and any of its and their Representatives against any the Company Subsidiaries for use in connection with the Debt Financing) utilized in connection therewith (other than to the extent such loss, liability, claim, loss, damage, injurycost or expense arises from the bad faith, liabilitygross negligence or willful misconduct of the Company, judgmentthe Company Subsidiaries, awardany of their respective affiliates or any of their respective Representatives). Parent shall, penaltypromptly upon written request of the Company, finereimburse the Company, Taxthe Company Subsidiaries or their affiliates, cost (including cost of investigation)as the case may be, expense (including fees for all reasonable and documented out-of-pocket costs and expenses of counsel and accountants) incurred by the Company, its Subsidiaries or settlement payment incurred as a result of, or their respective Affiliates in connection with, any with the cooperation provided for in required by this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud5.15. (dc) Without limiting Notwithstanding anything to the generality of the foregoing, promptly following Parent’s requestcontrary herein, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”condition set forth in Section 6.2(a) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable as it applies to the Company’s obligations under Section 5.15(a), notifying each shall be deemed satisfied unless (i) the Company has failed to satisfy its obligations under Section 5.15(a) in any material respect, (ii) Parent has notified the Company of such failure in writing a reasonably sufficient amount of time prior to the Closing Date to afford the Company with a reasonable opportunity to cure such failure and (iii) such failure has been a proximate cause of Parent’s failure to receive the proceeds of any financing. Parent acknowledges and agrees that obtaining any financing is not a condition to its obligations under this Agreement. If any financing (including any Debt Financing) has not been obtained, Parent shall continue to be obligated, until such time as this Agreement is terminated in accordance with Article VII and subject to the waiver or fulfillment of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, conditions set forth in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”)Article VI, to (1) complete the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company shall, and shall cause the each of its Subsidiaries of the Company to, (i) provide commercially use its and their reasonable assistance with the preparation of and any discussions regarding the business, financial statements, projectionsbest efforts to, and management discussion cause its and analysis their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the Company arrangement, syndication and the Subsidiaries consummation of the Company, all for use in connection with any bank or capital markets or institutional debt financing transactions anticipated to be obtained by Parent consummated in connection with the Merger transactions contemplated by this Agreement (the “Financing”), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request that its independent accountants provide customary and reasonable assistance in order to assist Parent in connection with providing customary comfort letters any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency Financing or any other certificate necessary for action contemplated by this Section 5.18, (i) none of the Financing, other than as allowed by Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the preceding clause extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii), (2) any audited financial information none of the Company or its Subsidiaries or any financial information prepared of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in accordance with Regulation S-K connection therewith, in each case, that (A) is effective prior to the Effective Time or Regulation S-X under that would be effective if the Securities Act Effective Time does not occur or (B) would be inaccurate in light of 1933the facts and circumstances at the time approved, authorized, executed or delivered, as amendedapplicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with respect the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any period action that would reasonably be expected to conflict with, result in any violation or breach of, or default (3with or without notice, lapse of time, or both) under, any financial information with respect of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to a month take any action that would cause the Company or fiscal period that has not yet ended any of its Subsidiaries to breach any representation, warranty, covenant or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained agreement in this Agreement Agreement; (including this Section 5.14): (ix) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay take any commitment action that would reasonably be expected to cause any director, officer, employee, shareholder or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations Representative of the Company or any of the its Subsidiaries of the Company, to incur any personal liability; and (3xi) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries none of the Company or any of their respective boards of directors (its Subsidiaries, prior to the Effective Time, shall be an issuer or equivalent bodies) other obligor with respect to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (cd) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14indemnify, and (ii) indemnify defend, and hold harmless the Company, the its Subsidiaries of the Company and any of its and their respective Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan LendersSection 5.18 Indemnified Parties”) a notice from and against any and all losses, damages, claims, costs, expenses (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (1ii) the consummation of the Merger and the any information utilized in connection therewith (other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; than information provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.

Financing Cooperation. (a) The Company shall, and shall cause the Company Subsidiaries to, and shall cause its and their Representatives to, provide all cooperation 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 well as any cooperation in relation to matters that are customary in connection with a concurrent or subsequent offering of Parent’s debt securities) as Parent may reasonably determine necessary or advisable in connection with the completion of the Merger or the other transactions contemplated hereby; provided that Parent shall control all decisions with respect to such financing arrangements. Such cooperation by Company to, and the Company Subsidiaries shall include (i) provide commercially causing the Company’s senior management teams to participate in a reasonable number of meetings, presentations, drafting sessions, due diligence sessions, “road shows” and sessions with rating agencies in connection with such financing arrangements, (ii) providing reasonable and timely assistance with the preparation of materials for presentations, offering memoranda, prospectuses, bank books, ratings agency presentations and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Subsidiaries of the Company, all for use similar documents required in connection with such financing arrangements, (iii) as promptly as reasonably practical, furnishing Parent and any debt of its financing to be obtained by Parent in connection sources with the Merger (the “Financing”A) audited consolidated balance sheets and related audited consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three most recently completed fiscal years of Company ended at least sixty (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (4560) days prior to the date Closing Date, in each case, prepared in accordance with GAAP applied on a basis consistent with that of the most recent fiscal year and (B) unaudited consolidated balance sheets and related condensed consolidated statements of operations, comprehensive income, changes in equity and cash flows (in each case, subject to normal year-end adjustments and absence of footnotes) for Company for each subsequent fiscal quarter ended at least forty (40) days prior to the Closing Date (other than the fourth fiscal quarter of any fiscal year), in each case, prepared in accordance with GAAP and reviewed by Company’s independent public accountants, and (C) any other information regarding Company and its Subsidiaries that Parent may reasonably request in connection with the arrangement or execution of such request. financing arrangements, including information necessary for the preparation of pro forma financial statements, (biv) Notwithstanding anything securing the customary cooperation of the independent accountants of the Company, including by requesting that such independent accountants provide customary authorization letters, comfort letters (including “negative assurance” comfort) and accountants’ consent letters as may be requested by Parent, (v) cooperating with Parent and Parent’s counsel so that Parent or Parent’s counsel is able to deliver legal opinions required to be delivered in connection with Parent’s financing arrangements, and (vi) to the contrary contained extent requested in this Agreement writing at least fifteen (15) Business Days prior to the Closing, delivering at least five (5) Business Days prior to the Closing all documentation and other information with respect to Company and the Company Subsidiaries that are required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including this Section 5.14): the USA PATRIOT Act. Notwithstanding the foregoing, the Company and its Subsidiaries and their respective Representatives shall not be required to enter into any letter, certificate, document, agreement or instrument (iother than customary authorization and representation letters) the effectiveness of which is not expressly conditioned on the occurrence of and nothing in this Agreement (including this Section 5.147.16(a) shall require any (x) such cooperation to the extent that it would (1) require disrupt unreasonably the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or any Company Subsidiary or require any of the Subsidiaries of the Companythem to take any actions that would be reasonably expected to violate applicable Law, contract or Organizational Documents, (3y) require the board of directors or similar governing body of the Company or any of the Subsidiaries of the Company Subsidiary to enter into or approve adopt resolutions approving any letter, certificate, document, agreement or instrument (other documentation than customary authorization and representation letters to the extent necessary) that will be effective prior to the Closing or agree (z) Company or any Company Subsidiary to incur any change or modification of any existing agreement or other documentation that would be effective liability prior to the ClosingClosing for which it has not otherwise received prior reimbursement or is not otherwise indemnified by or on behalf of Parent. It is understood and agreed that a failure to consummate a financing of the type described in the first sentence of this Section 7.16(a) shall not, in and of itself, constitute a failure by Company to satisfy its obligations under this Section 7.16(a). (4b) require Company shall, and shall cause the Company Subsidiaries to, use reasonable best efforts to, as soon as reasonably practicable after (and not prior to) the receipt of a written request from Parent to provide pro forma financial statements or pro forma adjustments reflecting do so, on the Financing or any description of terms and conditions specified by Parent and in compliance with all or any component applicable terms and conditions of the Financing applicable Company Debt Agreement, seek any amendment to or waiver or consent under any of the Company Debt Agreements or pursue any approach chosen by Parent to the assumption, defeasance, satisfaction and discharge, constructive satisfaction and discharge, refinancing, repayment, repurchase, redemption, termination, amendment, guarantee, purchase, unwinding or other treatment of, the Company Debt Agreements and the indebtedness incurred pursuant thereto, in each case, subject to the occurrence of the Closing (it being understood that the any such transaction, a “Debt Transaction”). Company shall use reasonable best efforts to, and shall cause the Company Subsidiaries to assist use reasonable best efforts to, cause its and their respective Representatives to provide cooperation and assistance reasonably requested by Parent in connection with the Debt Transactions (including taking all corporate action reasonably necessary to authorize the execution and delivery of any documentation necessary or desirable in connection with such Debt Transaction (collectively, the “Debt Transaction Documents”) to be entered into prior to Closing and delivering all officer’s certificates and legal opinions required to be delivered in connection therewith); provided, that the effectiveness of any such Debt Transaction Documents or, in the case of a notice of prepayment or redemption, such prepayment or redemption, shall be expressly conditioned on the Closing unless otherwise mutually agreed by the Parties. (c) All material non-public or otherwise confidential information regarding Company obtained by Parent or any of their respective Representatives pursuant to this Section 7.16 shall be kept confidential in accordance with the Confidentiality Agreement; provided that Company agrees that Parent may (i) share non-public or otherwise confidential information with the rating agencies and actual or potential financing sources if the recipients of such information agree to customary confidentiality arrangements, including customary “click through” confidentiality agreements and confidentiality provisions contained in customary bank books and offering memoranda. Parent shall indemnify, defend and hold harmless Company and its Affiliates, and its and their respective pre-Closing Representatives, from and against any liability, obligation or loss suffered or incurred by them in connection with any cooperation provided under this Section 7.16 and any information utilized in connection therewith, except in the event such liabilities, obligations or losses arose out of or result from (i) information furnished in writing by or on behalf of Company, its Subsidiaries or its or their respective Affiliates or Representatives for use in connection with the debt financing, (ii) the bad faith, gross negligence or willful misconduct by Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives or (iii) the material breach by Company or its Subsidiaries of its or their obligations under this Agreement (clauses (i) through (iii) collectively, the “Indemnity Exceptions”). Parent shall, promptly upon request by Company, reimburse Company and its Subsidiaries and Representatives for all reasonable, documented and invoiced out-of-pocket costs actually incurred by Company or its Subsidiaries in connection with any cooperation provided under this Section 7.16 (including reasonable, documented out-of-pocket auditor’s and attorneys’ fees and expenses, but excluding the costs of Company’s preparation of pro forma its annual quarterly and financial adjustments statements and any other information or data and excluding costs arising out of or resulting from the Indemnity Exceptions). Company shall, and shall cause its Subsidiaries to deliver all notices and take all other actions to facilitate the extent otherwise relating termination at the Effective Time of all financing commitments and other indebtedness of Company or its Subsidiaries to be paid off, discharged and terminated on the Closing Date as specifically requested by Parent in writing (the “Payoff Indebtedness”), the repayment in full on the Closing Date of all obligations in respect of the indebtedness thereunder, and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection therewith. In furtherance and not in limitation of the foregoing, Company and required by the Financing), (5) require the Company or the its Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments deliver to Parent (i) at least ten (10) Business Days prior to the extent otherwise relating Closing Date (or such short period as agreed by Parent), a draft payoff letter (the “Payoff Letters”) with respect to the Company Payoff Indebtedness to be paid off, discharged and required by terminated on the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, Closing Date and (ii) no action, liability or obligation at least one (including any obligation to pay any commitment or other fees or reimburse any expenses1) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating Business Day prior to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection Closing Date, an executed payoff letter with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the respect to Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness credit facility (the “Existing Loan LendersPayoff Letters”) a notice and such other indebtedness (an “Existing Loan Notice”including mortgages) prepared by Parentof Company or its Subsidiaries to be paid off, discharged and terminated on the Closing Date, in each case in form and substance reasonably acceptable satisfactory to Parent and customary for transactions of this type, from the Persons (or the applicable agent on behalf of the Persons) to whom such indebtedness is owed, which Payoff Letters together with any related release documentation shall, among other things, (x) include the payoff amount (including customary per diem) and (y) provide that Liens (and guarantees), if any, granted in connection with such Payoff Indebtedness relating to the Companyassets, notifying each rights and properties of Company and its Subsidiaries securing or relating to such indebtedness, shall, upon the payment of the Existing Loan Lenders of this Agreement and amount set forth in the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one applicable Payoff Letter at or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time, be released and terminated.

Financing Cooperation. (a) The Prior to the Closing, the Company shall, and shall cause the its Subsidiaries and each of the Company its and their respective officers, employees, consultants and representatives to, (i) provide commercially use reasonable assistance best efforts to cooperate with the preparation of Parent, First Merger Sub and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Subsidiaries of the Company, all for use Second Merger Sub in connection with any debt financing to be obtained by Parent in connection with the Merger (the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with Parent’s obtaining the Financing; provided, furtherhowever, that nothing in this Agreement herein shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) interfere unreasonably interfere with the ongoing business or operations of the Company or its Subsidiaries in any material respect; provided, further, that neither the Company nor any of the its Subsidiaries of the Company, (3) require the Company or shall be required to commit to take any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to action that is not contingent upon the Closing (including the entry into any agreement) or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the ClosingEffective Time other than as specifically set forth herein. Such cooperation shall include, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing.without limitation: (c) Parent shall (i) promptly reimburse the Company for all reasonable furnishing Parent, First Merger Sub and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its Second Merger Sub and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoingSources, promptly following Parent’s request, with such pertinent and customary (as compared to other transactions of this size and nature) information (other than financial information, which is covered by clause (ii) below), to the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance extent reasonably acceptable available to the Company, notifying each regarding the Company and its Subsidiaries as may be reasonably determined by Parent to be necessary in order to consummate the Financing, including all information necessary to satisfy the conditions set forth in the Financing Commitments; (ii) furnishing Parent and its Financing Sources as promptly as practicable (but no earlier than (i) 90 days after the end of the Existing Loan Lenders relevant final fiscal year end in the case of this Agreement paragraph (1), and (ii) 45 days after the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more end of the Existing Loan Documents may include a request for a consentrelevant fiscal quarter in the case of paragraph (2)) with: (A)(1) audited consolidated balance sheets and related statements of income, in form stockholders’ equity and substance reasonably acceptable to cash flows of the Company (an “Existing Loan Consent”), to (1) prepared in accordance with GAAP for the consummation of three most recently completed fiscal years ended at least 90 days before the Merger and the other transactions contemplated by this AgreementClosing Date, and (2) certain modifications unaudited consolidated balance sheets and related statements of income, and cash flows of the Company prepared in accordance with GAAP and reviewed by the Company’s independent accountants in accordance with the procedures set forth in AS 4105 (Reviews of Interim Financial Information) for each subsequent fiscal quarter ended at least 45 days prior to the then expected Closing Date and (B) financial information of the type that would be required by Regulation S-X and Regulation S-K under the Securities Act for an offering of securities registered on Form S-3 under the Securities Act, including all information required to be incorporated by reference therein and audit reports of annual financial statements to the extent so required or waivers under or other changes tootherwise reasonably necessary to permit Parent to prepare pro forma financial statements customary for Financings of the applicable type (all such information in clauses (A) and this clause (B), the Existing Loan Documents“Required Information”); provided, however, that no such modificationsthe Required Information shall not include, waivers or changes and Parent shall be effective solely responsible for, the preparation of pro forma financial information, including pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any pro forma financial information; (iii) cooperating with Xxxxxx’s Financing Sources’ due diligence investigation of the Company and its Subsidiaries; (iv) participating in and assisting with the syndication, underwriting, placement or other marketing of the Financing, including participating in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, including direct contact between senior management of the Company and its Subsidiaries and representatives of the Company with prospective investors, lenders and rating agencies in connection with a Financing; (v) assisting with the preparation of customary materials for registration statements, rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and supplements related thereto and similar documents required in connection with the Financing (all such documents and materials, collectively, the “Financing Offering Documents”), providing customary authorization letters authorizing the distribution of information to prospective Financing Sources and containing customary 10b-5 representations and representations that the public side versions of such documents, if any, do not include material non-public information regarding the Company or its Subsidiaries or securities and management representation letters and delivering and consenting to the inclusion or incorporation in any SEC filing related to the Financing of the historical audited consolidated financial statements and unaudited consolidated interim financial statements of the Company; (vi) executing and delivering any currency or interest hedging arrangements, other definitive financing documents (provided, however, that the effectiveness of such documents will be conditioned upon the occurrence of the Effective Time), and obtaining and delivering certificates or documents required to satisfy the conditions in the Financing Commitments; (vii) obtaining from the Company’s registered public accounting firm that has audited the Company’s most recent financial statements customary comfort letters, consents, and other documentation and items required in connection with the Financing with respect to financial information provided pursuant to clause (a)(ii) of this Section 7.19 that is included or incorporated by reference in any prospectus, prospectus supplement, private placement memorandum or other offering document for which such comfort is customarily required, including customary confirmations (in customary form and scope and delivered at such customary times) of such accountants that they are prepared to issue any such comfort letter or consent subject to the completion of its customary procedures related thereto and obtaining customary legal opinions, in each case as reasonably requested by Xxxxxx (including those requested by Parent on behalf of a Financing Source); (viii) delivering notices of prepayment within the time periods required by the relevant agreements governing indebtedness and arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all indebtedness and Encumbrances under indebtedness of the Company required to be repaid as of the Effective Time by the terms of any Financing; (ix) taking all corporate and other actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to (A) permit the consummation of the Financing, (B) the distribution or payment of the proceeds of the Financing, if any, obtained by any Subsidiary of the Company to the Surviving Entity, and (C) cause the direct borrowing or incurrence of all of the proceeds of the Financing, by the Surviving Entity or any Subsidiary of the Company concurrently with or immediately following the Effective Time; (x) furnishing Parent and its Financing Sources promptly and in any event at least 3 Business Days before the Closing Date with all documentation and other information which any Financing Source providing or arranging the Financing has reasonably requested at least 10 Business Days prior to the Effective TimeClosing Date that such Financing Source has determined is required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act; (xi) procuring consents to the reasonable use of all of the Company’s logos in connection with the Financing (provided, however, that such logos are used solely in a manner that is not intended to and is not reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries); and (xii) furnishing customary information reasonably available to the Company regarding the Company and its Subsidiaries required for Parent to obtain corporate and facilities ratings and ratings on any debt securities issued in connection with the Financing.

Financing Cooperation. (a) The Prior to the Effective Time, the Company shall, and shall cause the Company Subsidiaries to, and shall use its reasonable best efforts to cause its and their Representatives to, provide all customary cooperation and all customary financial information, in each case, that is reasonably requested by Parent or Merger Sub in connection with the Financing, including furnishing to Parent (i) audited consolidated balance sheets and related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for the Company for each of the three most recently completed fiscal years of the Company ended at least sixty (60) days prior to the Closing Date prepared in accordance with GAAP applied on a basis consistent with that of the most recent fiscal year and (ii) unaudited condensed consolidated balance sheets and related condensed consolidated statements of operations, comprehensive income and cash flows (in each case, subject to normal year-end adjustments and absence of footnotes) for the Company for the fiscal quarter ended June 30, 2018 and each subsequent fiscal quarter ended on a date that is at least forty (40) days before the Closing Date, in each case, to the extent it would not unreasonably interfere with the Company’s and the Company Subsidiaries’ business or operations. Notwithstanding anything to the contrary in this Section 7.13 and Section 7.14, neither the Company nor any Company Subsidiary shall pursuant to this Section 7.13 or Section 7.14 (I) be required to incur any fees, expenses or other liabilities prior to the Effective Time for which it is not previously or promptly reimbursed or simultaneously indemnified, (II) be required to cause any director, officer, member, partner, accountant, legal counsel, employee or other Representative of the Company or any Company Subsidiary to take any action that would reasonably be expected to result in such Person incurring any personal liability, (III) be required to waive or amend any terms of this Agreement, (IV) be required to provide any information that is prohibited or restricted from being provided by applicable Law or contractual obligation existing as of the date hereof or is legally privileged (provided, however, that the Company shall use its commercially reasonable efforts to provide an alternative means of disclosing or providing such information to the maximum extent permitted by Law or such contractual obligation or to the maximum extent that does not result in a loss of such legal privilege, as applicable, and in the event that the Company or any Company Subsidiary does not provide access or information in reliance on this clause, the Company shall provide notice to Parent that information is being withheld), (V) be required to, nor shall any of their directors, employees, officers, members, partners or managers be required to, adopt resolutions or consents to approve or authorize the execution of the agreements, documents and instruments pursuant to which the Financing is obtained or to execute, deliver or enter into, or perform any agreement, document or instrument (i) provide commercially reasonable assistance other than customary authorization letters or as set forth in Section 7.14), including any credit or other agreements, guarantees, pledge or security documents or certificates in connection with the preparation of Financing, in each case, that would be effective prior to the Effective Time and any discussions regarding such action, authorization, consent, approval, execution, delivery or performance will only be required of the businessrespective directors, financial statementsemployees, projectionsofficers, and management discussion and analysis members, partners or managers of the Company and the Company Subsidiaries of the Company, all for use in connection with any debt financing to be obtained by Parent in connection with the Merger (the “Financing”)who retain their respective positions as of, and immediately after, the Effective Time (ii) request that its independent accountants provide except in each case with respect to customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance authorization letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (iiset forth in Section 7.14), (2VI) any audited financial information be required to (or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect be required to any period or (3cause their Representatives to) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing documentation, or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the ClosingEffective Time (except as set forth in Section 7.14), (4VII) require be required to (or be required to cause their Representatives to) provide any indemnity prior to the Effective Time for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent, (VIII) be required to (or be required to cause their Representatives to) take any action that would conflict with or violate any charter or other organizational documents, (IX) be required to (or be required to cause their Representatives to) take any actions that would cause any representation or warranty in this Agreement to be breached by the Company or any Company Subsidiary or that would cause any condition set forth in Article VIII to provide fail to be satisfied (in each case unless Parent waives such breach or failure prior to the Company or any Company Subsidiary taking such action), (X) be required to (or be required to cause their Representatives to) prepare pro forma financial statements or pro forma adjustments reflecting any financial statements (other than those described in the Financing or any description first sentence of all or any component this Section 7.13(a)) that are not prepared in the ordinary course of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma its financial adjustments to the extent otherwise relating to the Company and required by the Financing)reporting practice, (5XI) require be required to (or be required to cause their Representatives to) deliver for inclusion in any syndication or offering materials any financial information with respect to a fiscal period that has not yet ended, or (XII) be required to (or be required to cause their Representatives to) provide opinions of internal or external counsel (except as set forth in Section 7.14). All non-public or otherwise confidential information regarding the Company or the Company Subsidiaries obtained by Parent, Merger Sub or their respective Representatives pursuant to this Section 7.13(a) or by them otherwise from or on behalf of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that shall be kept confidential in accordance with the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments Confidentiality Agreement; provided that, notwithstanding anything to the extent otherwise relating contrary herein or in the Confidentiality Agreement, such information may be disclosed (i) to the Company prospective lenders, underwriters, initial purchasers, dealer managers and required by the Financing), or (6) require the Company, any agents during syndication and marketing of the Subsidiaries Financing that enter into confidentiality arrangements customary for financing transactions of the Company or any of their respective boards of directors same type as the Financing (or equivalent bodiesincluding customary “click-through” confidentiality undertakings) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation on a confidential basis to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating rating agencies. Any reference in this Agreement to the Financing shall be effective until the Closing. “Financing” (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (dSection 5.6) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by include any financing that Parent, Merger Sub and/or other Subsidiaries of Parent elects to obtain for the purpose of financing the transactions contemplated hereby or any transaction undertaken in form and substance reasonably acceptable connection herewith, whether or not pursuant to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective TimeDebt Commitment Letter.

Financing Cooperation. (a) The Between the date hereof and the Closing Date, the Company shallagrees to use commercially reasonable efforts to provide, and shall cause its Subsidiaries to use commercially reasonable efforts to provide, and shall use its commercially reasonable efforts to direct its and their respective Representatives (including legal and accounting representatives) to provide all cooperation reasonably requested by Parent (at Parent’s sole expense) in connection with the Subsidiaries arrangement of debt or equity financing by KKR, Parent or any of their respective Affiliates, including in connection with obtaining co-investments from the Company toKKR Co-Investors, entering into and consummating Rollover Agreements and/or any other potential capital raising in connection with the Merger and the other transactions contemplated hereby (the “Financings”). Such cooperation shall include, in each case: (i) provide commercially reasonable assistance (A) furnishing Parent and the arrangers for the Financings (the “Arrangers”) as promptly as practicable with the preparation of and any discussions regarding the business, financial statements, projections, and management discussion and analysis (x) audited consolidated balance sheets of the Company and the its Subsidiaries as of the Companyend of the two most recently completed fiscal years ended at least 60 days prior to the Closing Date, statements of income, cash flow and shareholders’ equity of the Company and its Subsidiaries for the two most recently completed fiscal years ended at least 60 days prior to the Closing Date, together with all related notes and schedules thereto (the “Annual Financial Statements”) and (y) unaudited consolidated quarterly balance sheets and related statements of income, cash flow and shareholders’ equity of the Company and its Subsidiaries for any subsequent quarterly interim period ended at least 40 days prior to the Closing Date and for the comparable period of the prior fiscal year, together with all related notes and schedules thereto, which shall have been reviewed by the independent auditors of the Company (the “Interim Financial Statements”) in each case of clauses (x) and (y) prepared in accordance with GAAP (other than segment reporting or disclosure), (B) furnishing Parent and the Arrangers as promptly as practicable with other financial information about the Company and its Subsidiaries reasonably necessary to allow Parent to prepare pro forma financial statements (including for the most recently completed fiscal year ended at least 60 days prior to the Closing Date and any subsequent interim period ended at least 40 days prior to the Closing Date and for the comparable period of the prior fiscal year) prepared in accordance with GAAP; provided that such information shall not include, and Parent shall be solely responsible for, the preparation of pro forma financial information and that the Company and its Affiliates shall not be required to provide any audited, unaudited or other financial statements except for the Annual Financial Statements and the Interim Financial Statements and (C) using commercially reasonable efforts to cause to be furnished (x) to Parent consents of the independent auditors of the Company for use of their unqualified audit reports in connection with any debt financing materials relating to the Financings or otherwise required to be obtained filed by Parent with the SEC and (y) to the Arrangers customary comfort letters from the independent auditors of the Company to the extent financial statements or other financial information of the Company and its Subsidiaries audited or reviewed by such auditor are included or incorporated by reference into any prospectus, prospectus supplement, offering memorandum or other disclosure documents prepared by Parent in connection with the Merger (the “Financing”)Financings, and (ii) request that its independent accountants provide customary participation in meetings, presentations and reasonable assistance due diligence sessions, (iii) providing other information reasonably available to Parent in connection the Company and assisting with providing customary comfort letters the preparation of a prospectus, prospectus supplement, offering memorandum or other disclosure documents in connection with the Financing; providedFinancings, further, that nothing including providing a reasonable summary description of the Business for use in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such disclosure documents and related marketing materials and (iv) taking all actions reasonably necessary and appropriate to permit the Arrangers and their counsel to complete customary pre-closing due diligence on the Business. Notwithstanding the foregoing (A) no such cooperation shall be required to the extent that it would (1) require the Company or its Affiliates to pay take any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to action that in the Closing, (2) good faith judgment of the Company unreasonably interfere interferes with the ongoing business or operations of the Company or any of the Subsidiaries of the Companyand its Affiliates, (32) require the Company or its Affiliates to incur any of fee, expense or other liability prior to the Subsidiaries Closing Date for which they are not promptly reimbursed or indemnified by Parent, (3) cause any representation or warranty of the Company under this Agreement to be breached, (4) cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement by the Company, (5) be reasonably expected to cause any director, officer or employee of the Company or its Affiliates to incur any personal liability or (6) cause any breach of any applicable Law and (B) the Company and its Affiliates shall not be required to (x) enter into into, execute or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that in each case would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), Closing or (6y) require provide any indemnification in connection with any information provided by the Company, any of the its Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, its and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to (including legal and accounting representatives) in connection with the Financing shall be effective until the Closing. (c) Financings. Parent shall (i) upon written request from the Company, promptly reimburse the Company and its Affiliates for all reasonable and documented out-of-pocket costs or expenses (including reasonable and documented fees, costs and expenses (including, to the extent incurred at the request or consent of counsel and accountantsParent, reasonable legal fees) incurred by the Company the Subsidiaries of the Company and any of or its or their Representatives Affiliates in connection with any the cooperation provided for in or assistance contemplated by this Section 5.14, 6.06 and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its Affiliates and their Representatives from and against any claimand all losses, lossliabilities, damagedamages, injuryclaims, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and costs or expenses of counsel and accountants) suffered or settlement payment incurred as a result of, or by them in connection with, any cooperation provided for in with the performance of their obligations under this Section 5.14 or 6.06 in the arrangement of the Financing and any information used utilized in connection therewith, unless except to the Company acted in extent that any of the foregoing arise from the bad faith or with faith, gross negligence and other than in the case or willful misconduct of, or material breach of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared this Agreement by Parent, in form and substance reasonably acceptable to the Company, notifying each as applicable. Each of the Existing Loan Lenders of this Agreement Parent and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect Merger Sub acknowledges and agrees that obtaining Financing is not a condition to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by its obligations under this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.

Financing Cooperation. (a) The Company shallPrior to the Closing, and shall cause the Subsidiaries of the Company to, (i) provide shall use commercially reasonable assistance with the preparation of and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Subsidiaries of the Company, efforts to provide to Parent all for use in connection with any debt financing to be obtained cooperation reasonably requested by Parent in connection with the Merger arrangement, syndication and consummation of any debt financing (the “Debt Financing” and the financing sources in respect thereof, the “Debt Financing Sources”), and as determined by Parent in good faith, including, but not limited to, the following: (iii) request that its independent accountants to provide customary and reasonable assistance to Parent in connection consistent with providing their customary comfort letters in connection with practice; (ii) execute and deliver any credit agreements, notes, guarantee and collateral documents, hedging arrangements, pay-off letters, other definitive financing documents, a certificate of the Financingchief financial officer or treasurer (or other comparable officer) of any member of the Company that will be effective at the Closing certifying the solvency, after giving effect to the Closing, of such member of the Company on a consolidated basis and other customary certificates or documents as may be reasonably requested by Parent or any Debt Financing Source and otherwise reasonably facilitating the pledging of collateral; provided, furtherthat no such documentation shall be effective until immediately after the Closing; (iii) take such other actions as reasonably requested by Parent to facilitate the satisfaction on a timely basis of all the conditions precedent to the Debt Financing; and (iv) providing all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, that nothing in this Agreement shall require including the Company USA PATRIOT Act, to cause the delivery of extent required by any Debt Financing and requested at least five (15) legal opinions or reliance letters or any certificate as Business Days prior to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933Closing, as amended, or any financial information determined by Parent in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such requestgood faith. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing 5.9(a), in this Agreement (including this Section 5.14) no event shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or any of its Subsidiaries be required to (1) bear any cost or expense, pay any fee, or incur any other actual or potential liability in connection with the Subsidiaries Debt Financing prior to the Effective Time for which it is not reimbursed or is not otherwise indemnified by or on behalf of Parent, (2) take any actions to the Companyextent such actions would unreasonably interfere with their respective ongoing business or operations, (3) require the Company take any action that would reasonably be expected to conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under any of their respective organizational documents or any of the Subsidiaries of the Company applicable laws or any other material contracts to enter into or approve any agreement which such Person is a party, (4) become an issuer or other documentation effective obligor with respect to the Debt Financing prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing)Date, (5) require the Company pledge any assets or the Subsidiaries collateral, execute any definitive agreement in respect of the Company to provide pro forma financial statements Debt Financing or pro forma adjustments reflecting transactions contemplated any closing certificate or required hereunder (it being understood that other agreement, or incur any liability or indebtedness in connection with the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments Debt Financing prior to the extent otherwise relating to the Company and required by the Financing)Closing Date, or (6) require the Companyexecute or deliver, or take any corporate or other action to adopt or approve, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificatedocument, agreement, arrangement, document certificate or instrument relating with respect to the Debt Financing shall that will be effective until before the ClosingClosing Date. (c) Each of Parent shall and Merger Subsidiary acknowledges and agrees that (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders obligations under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and to consummate the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications including, without limitation, the Merger, shall not be conditioned in any respect on Parent’s and/or Merger Subsidiary’s receipt of (proceeds from, or waivers under or any other changes to) aspect of, the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective TimeDebt Financing.

Financing Cooperation. (a) The Prior to the earlier of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, at Investor’s sole expense (such expense to be reasonable), cooperate in connection with the Subsidiaries arrangement of the Financing as may be reasonably requested by Investor (provided that such requested cooperation is otherwise consistent with this Agreement and does not unreasonably interfere with the ongoing operations of the Company toand its Subsidiaries), including: (i) provide commercially subject to Section 6.8, providing to the Financing Sources financial and other information in the Company’s possession with respect to the Merger, making the Company’s senior management, officers and advisors available to assist the Financing Sources and otherwise reasonably cooperating in connection with the consummation of the Financing, including, upon reasonable assistance prior written notice, assisting in preparation for and participating in a reasonable number of calls and meetings in a reasonable location (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders of, the Financing and members of senior management of the Company), presentations, due diligence (including accounting due diligence) and presentations to prospective Financing Sources and investors, and cooperating with the syndication efforts of Investor and Acquisition Sub and their Financing Sources as contemplated by the Debt Commitment Letters, in each case in connection with all or any portion of the Financing; (ii) as promptly as practical, furnishing Investor, Acquisition Sub and the Financing Sources, and their respective Representatives, with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Investor in connection with the Debt Financing or that are necessary for the satisfaction of the obligations and conditions set forth in the Debt Commitment Letters, including (A) the audited consolidated balance sheets and related consolidated statements of income, cash flows and shareholders’ equity of the Company for the three most recently completed fiscal years ended at least 90 days before the Closing, accompanied by an unqualified report thereon by its independent registered public accountants, and (B) unaudited consolidated balance sheets and related statements of income and cash flows of the Company for each subsequent fiscal quarter ended at least 45 days before the Closing, all of which financial statements shall be prepared in accordance with generally accepted accounting principles in the United States (such information set forth in sub-clauses (A) and (B), collectively, the “Required Information”); (iii) assisting with the preparation of bank information memoranda, business projections, lender presentations and similar documents required in connection with the Financing, including execution and delivery of customary representation letters in connection with bank information memoranda authorizing the distribution of information to prospective lenders and identifying any discussions portion of such information that constitutes material, nonpublic information regarding the businessCompany or its Subsidiaries or their respective securities, including (A) providing appropriate representations in connection with the preparation of financial statements, projections, statements and management discussion and analysis other financial data of the Company and its Subsidiaries, and (B) using reasonable best efforts to assist Investor in connection with the Subsidiaries preparation by Investor of pro forma financial information and financial statements to the extent necessary or reasonably required by Investor’s financing sources (including the Debt Financing sources) to be included in any marketing materials; it being understood and agreed that such documents, memoranda and materials shall contain disclosure and pro forma financial statements reflecting the Company (after giving effect to the Merger) as obligor; (iv) satisfying the conditions set forth in the Debt Commitment Letters (to the extent the satisfaction of such conditions requires actions by or cooperation of the Company, all its Subsidiaries and its or their Representatives); (v) using reasonable best efforts in obtaining consents to the use of legal opinions, hedging agreements, appraisals, surveys, engineering reports, title insurance and other documentation and items required by the Debt Commitment Letters or as are reasonably requested by Investor and, if requested by Investor or Acquisition Sub, cooperating with and assisting Investor or Acquisition Sub in obtaining such documentation and items; (vi) executing and delivering, as of the Effective Time, any definitive financing documents, including any credit agreements, guarantees, pledge agreements, security agreements, mortgages, deeds of trust and other security documents or other certificates, documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Financing (including a certificate of the chief financial officer of the Company or any Subsidiary with respect to solvency matters (or a solvency opinion with respect to such solvency matters) and consents of accountants for use of their reports in connection with any debt financing materials relating to the Debt Financing) as may be obtained reasonably requested by Parent Investor in connection with the Merger Financing and otherwise reasonably facilitating the pledging of collateral (including (i) cooperation in connection with the “pay-off of existing indebtedness and the release of related Liens (including the Indebtedness outstanding and Liens existing under and in connection with the Citi Loan Agreement), such cooperation to include keeping Investor promptly apprised of the status of discussions with such lender(s) and any issues arising out of such discussions that could materially affect Investor or the Debt Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent cooperation in connection with providing customary comfort letters Investor’s efforts to obtain environmental assessments and title insurance), and the replacement or backing of any outstanding letter of credit maintained or provided by the Company or its Subsidiaries effective as of the Closing Date; (vii) taking all actions reasonably necessary to permit the Financing Sources to conduct audit examinations, appraisals and other evaluations with respect to the Company’s and its Subsidiaries’ current assets and other collateral, and to evaluate its cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements; (viii) seeking to ensure that the Financing Sources benefit materially from existing lender relationships of the Company and its Subsidiaries, if applicable, and furnishing at least five (5) Business Days prior to the Closing Date all documentation and other information required by Governmental Authorities under or otherwise reasonably requested by Investor in connection with applicable “know your customer,” anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Financing; provided; (ix) using reasonable best efforts to obtain waivers, furtherconsents, that nothing in this Agreement shall require estoppels and approvals from other parties to material leases, encumbrances and contracts to which the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as Subsidiary of the Company is a party and to solvency or any arrange discussions among Investor, Acquisition Sub and their Financing Sources with other certificate parties to material leases, encumbrances and contracts; and (x) taking all corporate actions (the effectiveness of which shall be subject to the occurrence of the Effective Time) necessary for to permit the consummation of the Debt Financing, other than as allowed by and to permit the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under proceeds thereof to be made available to Investor on the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by Closing Date to consummate the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such requestMerger. (b) Notwithstanding anything The Company will periodically update any such Required Information provided to Investor in order to ensure that such Required Information is Compliant. The Company hereby consents to the contrary contained reasonable use of its and its Subsidiaries’ logos in this Agreement (including this Section 5.14): (i) nothing connection with the Debt Financing, provided that such logos are used in this Agreement (including this Section 5.14) shall require any such cooperation a manner that is not reasonably likely to the extent that it would (1) require harm or disparage the Company to pay any commitment or other fees, reimburse any expenses its Subsidiaries or otherwise incur any liabilities the reputation or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations goodwill of the Company or any of its Subsidiaries in any material respect. Investor shall (x) promptly after the Subsidiaries written request of the Company, reimburse the Company for all reasonable and documented out-of-pocket expenses and costs incurred in connection with the Company’s or its Affiliates’ cooperation obligations under this Section 6.16 and (3y) require indemnify and hold harmless the Company and its Affiliates and its and their respective Representatives from and against, and compensate and reimburse the Company and its Affiliates and its and their respective Representatives for, any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Financing and any information utilized in connection therewith (other than, in the case of clause (x) and (y), losses, damages, claims, costs or expenses resulting from (A) any inaccurate or misleading financial information relating to the Company and its Subsidiaries provided by the Company in writing specifically for use in connection with the syndication of the Financing and (B) any material breach by the Company or any of the its Subsidiaries of its obligations under this Section 6.16). Neither the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, nor any of the its Subsidiaries of the Company or any of their respective boards of directors shall be required to (or equivalent bodies1) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees similar fee in connection with the Financing prior to the Effective Time that is not advanced or reimburse any expensessubstantially simultaneously reimbursed by Investor or (2) of be an obligor with respect to the Company, the Subsidiaries of the CompanyFinancing, or incur any of their respective Representatives obligation under any certificate, agreement, arrangement, document or instrument relating to the Debt Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parentthat is effective, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective case prior to the Effective Time, or (3) take any action (A) under any certificate, document or instrument relating to the Debt Financing that is not contingent upon the Closing (including the entry into any agreement that is effective before the Effective Time) or (B) that would reasonably be expected to cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability relating the Debt Financing.

Financing Cooperation. (a) The Company shallPrior to the Closing, Seller shall provide and shall cause its Subsidiaries to provide, and shall use its reasonable best efforts to cause its Representatives to provide, all cooperation reasonably requested by Purchaser that is necessary or advisable for the Subsidiaries arrangement and syndication of the Company toDebt Financing of the type contemplated by the Debt Commitment Letter as in effect on the date hereof (including any Second Lien Replacement), including by (i) provide commercially using reasonable best efforts to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, at reasonable times and with reasonable advance notice, (ii) to the extent required by such Debt Financing, using reasonable best efforts to facilitate the pledging of collateral (including by delivering to Purchaser at Closing, to the extent in existence at such time, original share certificates with respect to the Purchased Entities’ domestic Subsidiaries and the domestic Purchased Entities’ first-tier foreign Subsidiaries), effective no earlier than the Closing, (iii) furnishing to Purchaser and the Lenders (A) the unaudited combined balance sheet of the Business as of September 30, 2018 (and, no later than 60 days after September 30, 2019, the unaudited combined balance sheet of the Business as of September 30, 2019; it being further agreed that, without limiting Seller’s obligation as set forth above in this parenthetical clause, if Seller shall have filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the fiscal year ended September 30, 2019, Seller shall use its reasonable best efforts to furnish such balance sheet to Purchaser and the Lenders as soon as reasonably practicable after such filing) and, in each case, the related unaudited combined statements of operations and unaudited combined statements of cash flows of the Business for the fiscal years then ended, (B) the unaudited combined balance sheets and the related unaudited combined statements of operations and unaudited combined statements of cash flows of the Business for (x) the nine months ended as of June 30, 2019 and (y) no later than 40 days after the end of such fiscal quarter, each subsequent fiscal quarter of the Business ended thereafter (other than the fourth fiscal quarter of any fiscal year), in the case of each of clauses (A) and (B), which shall not be required to include footnotes (and Purchaser hereby acknowledges receipt of the financial statements described in clauses (A) (other than the parenthetical therein) and (B)(x) and acknowledges that financial statements required pursuant to clause (B)(y) shall satisfy such requirement if they are in the form of those previously provided in satisfaction of clause (B)(x)) and (C) any customary information regarding the Business necessary for Purchaser to prepare the pro forma financial information required by Section (f)(iv) of Exhibit D to the Debt Commitment Letter as in effect as of the date hereof, (iv) using reasonable best efforts to assist with the preparation of customary rating agency presentations, bank information memoranda, lender presentations and other customary marketing and syndication materials reasonably and customarily required in connection with such Debt Financing (including assistance with the preparation of “public” versions thereof), (v) executing and any discussions regarding delivering customary authorization letters authorizing the businessdistribution of customary rating agency presentations, financial statementsbank information memoranda, projections, lender presentations and management discussion other customary marketing and analysis of the Company syndication materials reasonably and the Subsidiaries of the Company, all for use customarily required in connection with any debt financing such Debt Financing (and containing a representation to the Lenders that the public side versions of such documents, if any, do not include information other than information that is either publicly available (or could be obtained by Parent in connection derived from publicly available information) or not material with respect to the Merger (the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters Seller or any certificate as to solvency or any other certificate necessary of its securities, for the Financing, other than as allowed by the preceding clause (iipurposes of United States federal and state securities laws), (2vi) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company using reasonable best efforts to facilitate customary due diligence with respect to the Business (it being understood that the only financial statements required to be provided pursuant to this Section 5.8(a) shall be those described in clause (iii) above), (vii) using reasonable best efforts to assist Purchaser in the preparation of the Definitive Agreements with respect to such Debt Financing, including credit agreements, intercreditor agreements and pledge and security documents, (viii) furnishing Purchaser and its financing sources promptly, and in any period or event no later than three (3) any financial Business Days prior to the Closing Date, with all documentation and other information with respect regarding the Purchased Entities and their Subsidiaries required by regulatory authorities or Financing Entities under applicable “beneficial ownership”, “know your customer” and anti-money laundering rules and regulations, in each case, to a month or fiscal period the extent that such documentation and information has not yet ended or has ended less than forty-five been reasonably requested by Purchaser in writing, at least ten (4510) calendar days prior to the date Closing Date, (ix) using reasonable best efforts to assist with the preparation of, and execute and deliver, customary closing certificates (not to be effective until the Closing Date) reasonably and customarily required in connection with such Debt Financing, (x) providing a customary certificate of such request. (b) Notwithstanding anything the individual who is the chief financial officer or an officer serving the equivalent function of the Business with respect to solvency matters in the form set forth as Annex 1 to Exhibit D to the contrary contained Debt Commitment Letter as in this Agreement effect as of the date hereof and (including this Section 5.14): (ixi) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment at or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with causing the ongoing business or operations release of the Purchased Companies and their Subsidiaries from all guarantees and other obligations under the Seller Credit Agreement or any other Contract evidencing indebtedness for borrowed money (including debt for borrowed money evidenced by bonds, debentures, notes or any other similar instruments) of Seller or any of its Subsidiaries (other than any Purchased Company or any of its Subsidiaries) and the Subsidiaries release of all Liens on the Purchased Assets or the assets of the CompanyPurchased Companies created under the Seller Credit Agreement or any other Contract evidencing indebtedness for borrowed money (including debt for borrowed money evidenced by bonds, debentures, notes or any other similar instruments) of Seller or any of its Subsidiaries (3) require the other than any Purchased Company or any of its Subsidiaries). The foregoing notwithstanding, neither Seller nor any of its Affiliates shall be required to take or permit the Subsidiaries taking of any action pursuant to this Section 5.8 that would: (1) require Seller, its Affiliates (other than any Purchased Entities and their Subsidiaries) or any Persons who are officers or directors of Seller or any of its Affiliates (other than any Purchased Entities and their Subsidiaries) to pass resolutions or consents to approve or authorize the execution of the Company to Financing or enter into into, execute or approve deliver any certificate, opinion, document, instrument or agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing certificate, opinion, document, instrument or agreement, (2) other than customary authorization letters as described in clause (v) above, require any Purchased Entities or any of their Subsidiaries or any Persons who are officers or directors of the Purchased Entities and their Subsidiaries to pass resolutions or consents to approve or authorize the execution of the Financing or enter into, execute or deliver any certificate, opinion, document, instrument or agreement or agree to any change or modification of any existing certificate, opinion, document, instrument or agreement, in each case that is not contingent on Closing or that is effective prior to the Closing Date (provided that in no event will any officer or director of any Purchased Entities or any of their Subsidiaries be so required to take any such action if such Person is not going to continue to hold such offices and positions from and after Closing), (3) cause any representation or warranty in this Agreement to be breached by Seller or any of its Affiliates, (4) require Seller or any of its Affiliates (other documentation that would than any Purchased Entities and their Subsidiaries) to pay any commitment or other similar fee or incur any other expense, liability or obligation in connection with the Financing or require Seller or any of its Affiliates (other than any Purchased Entities and their Subsidiaries) to incur any obligation under any agreement, certificate, document or instrument, (5) require any Purchased Entities or any of their Subsidiaries to pay any commitment or other similar fee or incur any expense, liability or obligation in connection with the Financing prior to the Closing or have any obligation of any Purchased Entity or any Subsidiary of any Purchased Entity under any agreement, certificate, document or instrument be effective prior to the Closing, (46) cause any director, officer, employee or stockholder of Seller or any of its Affiliates to incur any personal liability, (7) conflict with the organizational documents of Seller or any of its Affiliates or any Laws, (8) 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 Seller or any of its Affiliates is a party, (9) require the Company Seller, any of its Affiliates or any of their Representatives to provide access to or disclose information that Seller or any of its Affiliates determines would jeopardize any attorney-client privilege or other applicable legal privilege of Seller or any of its Affiliates, provided that, in the event that the restrictions set forth in this clause (9) apply, Seller shall cooperate in good faith to attempt to design and implement alternative disclosure arrangements to enable Purchaser to evaluate any such information without jeopardizing the attorney-client or other applicable legal privilege, (10) require Seller or any of its Affiliates or any of their Representatives to prepare any pro forma financial statements or to provide any information or assistance relating to (aa) the proposed aggregate amount of the Financing, assumed interest rates, dividends (other than those declared or paid prior to the Closing) and fees and expenses relating to the incurrence of the Financing, (bb) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma adjustments reflecting desired to be incorporated into any information used in connection with the Debt Financing or (cc) any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts financial information related to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), Purchaser or (611) require unreasonably interfere with the Company, any ongoing operations of the Subsidiaries of the Company Seller or any of their respective boards of directors (its Affiliates. Nothing contained in this Section 5.8 or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, otherwise shall require Seller or any of their respective Representatives under any certificateits Affiliates, agreement, arrangement, document or instrument relating prior to the Financing shall Closing, to be effective until an issuer or other obligor with respect to the Closing. (c) Parent shall (i) Debt Financing. Purchaser shall, promptly upon request by Seller, reimburse the Company Seller for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and Seller or any of its Affiliates or their respective Representatives in connection with any such cooperation provided for in this Section 5.14, and (ii) shall indemnify and hold harmless Seller and its Affiliates and their respective Representatives from and against any and all losses suffered or incurred by them in connection with the Company, the Subsidiaries arrangement of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection withFinancing, any cooperation provided for in action taken by them at the request of Purchaser pursuant to this Section 5.14 or the Financing 5.8 and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and therewith (other than information provided in writing by Seller or its Affiliates or their Representatives specifically in connection with its obligations pursuant to this Section 5.8). (b) For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 5.8 represent the sole obligation of Seller, its Affiliates and their respective Representatives with respect to cooperation in connection with the arrangement of any financing (including the Financing) to be obtained by Purchaser or any of its Affiliates 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. (c) All information regarding Seller or any of its Affiliates obtained by Purchaser or its Representatives pursuant to this Section 5.8 shall be kept confidential in accordance with this Agreement and the Confidentiality Agreement; provided that, notwithstanding anything to the contrary contained in this Agreement or the Confidentiality Agreement, Purchaser and its Representatives may disclose any information relating to the Business or the transactions contemplated by this Agreement to any Financing Parties (or prospective Financing Parties) or ratings agencies so long as, in the case of fraud. any Financing Parties, such Financing Parties are subject to the confidentiality undertakings set forth in the Debt Commitment Letter as in effect on the date hereof or other customary confidentiality undertakings (d) Without limiting not materially less favorable to Seller, Purchaser and each of their respective Affiliates than the generality confidentiality undertakings set forth in the Debt Commitment Letter as in effect as of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”date hereof) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more dissemination of such information to such Persons with respect to debt financings of the Existing Loan Documents may include a request for a consenttype contemplated by the Debt Commitment Letter as in effect as of the date hereof or, in form and substance reasonably acceptable the case of any rating agency, such rating agency is subject to customary confidentiality undertakings with respect to dissemination of such information to such rating agency. Seller hereby consents to the Company (an “Existing Loan Consent”), use of its and its Subsidiaries’ logos in connection with the Financing; provided that such trademarks and logos are used solely in a manner that is not intended to (1) or reasonably likely to harm or disparage Seller or any of its Subsidiaries or the consummation reputation or goodwill of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications Seller or any of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Timeits Subsidiaries.

Financing Cooperation. (a) The Company Sellers shall, and shall cause the Subsidiaries of the Company its Affiliates to, (i) provide use their commercially reasonable assistance with the preparation of and any discussions regarding the business, financial statements, projectionsefforts to provide, and management discussion shall, and analysis of the Company shall cause its Affiliates to, use its commercially reasonable efforts to cause their respective Representatives to, provide to Purchaser and the Subsidiaries of the Company, its Affiliates all for use cooperation reasonably requested by Purchaser in connection with any debt financing to be obtained by Parent in connection with the Merger transactions contemplated by this Agreement (the “Debt Financing”), and including (iii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort historical financial statements and other information, including such financial statements may be required by one or more debt commitment letters entered into in connection with the Debt Financing (the “Debt Commitment Letters”), and providing other customary pertinent information in Sellers or their Affiliates’ possession, custody or control regarding the Project, the Purchased Assets and the Assumed Liabilities as may be reasonably requested by Purchaser for use in connection with the Debt Financing; provided, further(ii) using commercially reasonable efforts to assist Purchaser in connection with the preparation of pro forma financial information and financial statements to the extent reasonably required by its Financing Sources to be included in any offering documents, that nothing including by causing KPMG to prepare and deliver to Purchaser (in this Agreement shall require each case, at Purchaser’s expense) reviewed financial statements of the Company to cause the delivery Business (A) as of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary and for the Financingtwelve (12) months ended December 31, other than 2017, which financial statements shall be delivered on or before March 31, 2018 if the Closing has not occurred prior to such date, (B) as allowed of and for the three (3) months ended March 31, 2018, which financial statements shall be delivered on or before May 30, 2018 if the Closing has not occurred prior to such date, (C) as of and for the six (6) months ended June 30, 2018, which financial statements shall be delivered on or before August 29, 2018 if the Closing has not occurred prior such date, and (D) as of and for the nine (9) months ended September 30, 2018, which financial statements shall be delivered on or before November 29, 2018 if the Closing has not occurred before such date; provided that neither Sellers nor any of their Affiliates or their respective Representatives shall be responsible in any manner for information relating to the proposed debt and equity capitalization that is required for such pro forma financial information, (iii) facilitating the pledging of collateral (including (x) reasonable cooperation in connection with the pay-off of existing Indebtedness and the release of related Liens and termination of security interests, (y) reasonable cooperation in connection with Purchaser’s efforts to obtain Phase I environmental assessments and title insurance and (z) reasonable cooperation with appraisals, field examinations and related collateral assessments in respect of the Purchased Assets, in each case, as reasonably requested by the preceding clause (iiPurchaser), (2iv) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Purchaser that are necessary or customary to permit the consummation of the Debt Financing, and to permit the proceeds thereof to be made available on the Closing Date for the Financing Purposes, (v) 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, (vi) attending (and using commercially reasonable efforts to cause their independent auditors to attend) a reasonable number of account due diligence sessions or other meetings, in each case, upon reasonable prior notice at mutually acceptable times and locations, and (vii) causing each of Leidos Engineering, LLC, PA Consulting Group, Inc., and Tetra Tech, Inc. to provide reliance letters in favor of the lead arrangers, lenders and administrative agent for any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company Debt Financing with respect to the Independent Engineer’s Report from Leidos Engineering, LLC, dated as of December 18, 2017, the Independent Energy Market Expert Report from PA Consulting Group, Inc., dated as of September 2017, and the Phase I Environmental Site Assessment and Limited Environmental Compliance Assessment — Hunterstown CCGT, prepared by Tetra Tech, Inc. for GenOn Energy, Inc, dated as of October 2017, as applicable. Notwithstanding the foregoing, such requested cooperation shall not unreasonably interfere with the ongoing operations of Sellers or their Affiliates, neither Sellers nor any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) their Affiliates shall require any such cooperation to the extent that it would (1) require the Company be required to pay any commitment or other fees, reimburse similar fee or make any expenses other payment or otherwise incur any liabilities other liability or give any indemnities obligation in connection with the Debt Financing prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or . Neither Sellers nor any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing Affiliates shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and required to issue any of its or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.offering information

Financing Cooperation. (a) The Company shall, From the date hereof and shall cause ending at the Subsidiaries earlier of the Company to, (i) provide commercially the Closing Date and (ii) termination of this Agreement, the Company will use reasonable assistance with the preparation of and any discussions regarding the business, financial statements, projectionsbest efforts, and management discussion and analysis will cause its Subsidiaries to use reasonable best efforts, to provide to Buyer, at the sole expense of the Company and the Subsidiaries of the CompanyBuyer, all for use in connection with any debt financing to be obtained cooperation reasonably requested by Parent Buyer in connection with the Merger arrangement of any financing deemed reasonably necessary by Buyer in connection with the Transactions (the “Financing”), and ) (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with the Financing; provided, furtherhowever, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form such requested cooperation does not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company), including (A) upon reasonable notice, making the senior officers of the Company available to participate in a reasonable number of meetings with prospective lenders at reasonable times; (B) upon reasonable notice, participating in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective financing sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of Buyer and its financing sources at reasonable times; (C) furnishing the Buyer and its lenders with (i) the Financial Statements, (ii) the audited consolidated financial statements of ZM as of and for the years ended June 30, 2018 and June 30, 2017, (iii) quarterly unaudited financial statements of the Company for the fiscal quarter beginning January 1, 2019 and (iv) other information regarding the Company and the Subsidiaries reasonably requested by Buyer of the type required by Regulation S-X or Regulation S-K under the Securities Act and of the type and form customarily included in a (x) bank information memorandum, (y) registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and (z) private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act, Section 4(a)(2) of the Securities Act or Regulation D promulgated under the Securities Act, all of which will be provided by the Company as promptly as practicable after the date of this Agreement and in any event not later than the Outside Date; provided that, notwithstanding the foregoing, in no event shall the Company or its Subsidiaries be required to provide (i) financial statements or other financial data (including selected financial data) for the Company for any period other than as of and for the fiscal year ended December 31, 2018, (ii) pro forma financial information or projections, including pro forma financial information that may be required by Article 11 of Regulation S-X, (iii) financial information otherwise required by Rule 3-03(e), Rule 3-09, Rule 3-10 and Rule 3-16 of Regulation S-X, (iv) “segment reporting,” (v) any Compensation Discussion and Analysis required by Item 402 of Regulation S-K and information regarding executive compensation related to the SEC Release Nos. 33-8732A, 34-54302A and IC-27444A or (vi) other customary exceptions; (D) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda executed by a senior officer of the Company), prospectuses and similar documents; (E) directing the Company’s accountants to provide customary accountants’ comfort letters; (F) providing information about the Company and its subsidiaries as is reasonably requested in writing by Buyer’ financing sources at least ten (10) days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (G) providing customary corporate diligence materials, including organizational documents; (H) arranging for access to any existing third-party diligence reports, including environmental and property inspection reports and any appraisals, together with customary reliance letters, and providing access to each property acquired in the Transactions to all the Buyer’s financing sources to complete their customary diligence; (I) providing copies of any title policies, title searches with respect to the properties acquired in Transactions to the extent such documents are in the possession or control of the Company or any of its Subsidiaries as of the Subsidiaries date of this Agreement; and (J) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer of the Company; provided, further, that the Company shall only be obligated to deliver such information to the extent they may be reasonably obtained from the books and records of the Company and its Subsidiaries without undue effort or expenses and, in no event shall such information be deemed to include, or shall the Company otherwise be required to provide, pro forma financial statements or pro forma adjustments related to the Financing, provided that, the Company and its Subsidiaries shall provide financial information reasonably requested by Buyer necessary for Buyer to prepare its pro forma financial statements or pro forma adjustments; provided that neither the Company nor its Subsidiaries shall be responsible in any manner to provide information relating to (x) the proposed aggregate amount of debt and/or equity financing (as applicable), together with assumed interest rates, dividends (if any), fees and expenses relating to the incurrence of such debt or equity financing, for the Transactions contemplated hereby, (3y) the assumed pro forma capitalization of the Company after giving effect to the Closing, the financing and the refinancing or repayment of any indebtedness of the Company and its Subsidiaries in connection therewith and (z) any post-Closing or pro forma assumed cost savings, synergies and similar adjustments (and the assumptions relating thereto) (all of which adjustments and assumptions shall be the responsibility of Buyer). (b) Notwithstanding the foregoing, nothing in this Agreement shall require the Company or any of its Subsidiaries or the Sellers’ Representative to (1) take or permit the taking of any action that (A) would require the Company or any of its Subsidiaries or the Sellers’ Representative to pass resolutions or consents to approve or authorize the execution of the Company to enter into Financing or approve execute or deliver any certificate, document, instrument or agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement certificate, document, instrument or other documentation agreement, in each case, that would be is effective prior to the Closing, (4) require or that would be effective if the Company to provide pro forma financial statements or pro forma adjustments reflecting Closing does not occur, except for the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing)authorization letters contemplated above, (5B) would cause any representation or warranty in this Agreement to be breached, (C) would require the Company or any of its Subsidiaries or the Subsidiaries of Sellers’ Representative to pay any commitment or other similar fee, reimburse any third-party expense, provide any indemnities or incur any other expense, liability or obligation in connection with the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood Financing that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments is not, subject to the extent limitations therein, subject to reimbursement or is not otherwise relating to the Company and required indemnified by the Financing)Buyer, (D) would cause any director, officer or (6) require the Company, any of the Subsidiaries employee or stockholder of the Company or any of their respective boards of directors (its Subsidiaries or equivalent bodies) the Sellers’ Representative to approve or authorize the Financing, and (ii) no action, incur any personal liability or obligation (including E) would reasonably be expected to result in a material violation or breach of, or a default under, any obligation Material Contract to pay any commitment or other fees or reimburse any expenses) of which the Company, the Subsidiaries of the Company, Company or any of its Subsidiaries or the Sellers’ Representative is a party, the organizational documents of the Company or any of its Subsidiaries or any Law, (2) provide access to or disclose information that the Company or any of its Subsidiaries or the Sellers’ Representative reasonably determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries or the Sellers’ Representative, jeopardize the trade secret status of any Company trade secrets, or violate any of their respective Representatives under or its obligations with respect to confidentiality or (3) deliver or cause to be delivered any certificateopinion of counsel or negative assurance letter. Nothing contained in this Section 6.6 or otherwise shall require the Company or any of its Subsidiaries or the Sellers’ Representative, agreementprior to Closing, arrangement, document to be an issuer or instrument relating other obligor with respect to the Financing shall be effective until the ClosingFinancing. (c) Parent shall (i) Buyer shall, promptly upon written request by the Company, reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountantsattorneys’ fees) incurred by the Company the Subsidiaries of the Company and or any of its or their Representatives Subsidiaries in connection with any cooperation provided for in the Financing or performing their obligations under this Section 5.146.6, and (ii) whether or not the Transactions are consummated or this Agreement is terminated. Buyer shall indemnify and hold harmless the Company, its Subsidiaries, the Sellers’ Representative and its equity holders, Affiliates and Representatives from and against any and all Liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred by the Company or any of its Subsidiaries or the Sellers’ Representative arising therefrom. All non-public or other confidential information provided by the Company or any of its Representatives pursuant to this Section 6.6 shall be kept confidential in accordance with the Confidentiality Agreement, except that Buyer shall be permitted to disclose such information to potential financing sources and to ratings agencies during the syndication and marketing of any Financing, subject to customary confidentiality undertakings by such potential financing sources. None of the representations, warranties or covenants of the Company and set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company or any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost Subsidiaries at the request of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in Buyer pursuant to this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud6.6. (d) Without limiting To the generality extent that this Section 6.6 requires the Company’s cooperation with respect to any of the foregoing, promptly following Parent’s requestobligations of Buyer relating to Financing, the Company shall deliver be deemed to each have complied with this Section 6.6 for purposes of Article VII if the lenders Company has provided Buyer with the assistance required under this Section 6.6 with respect to the Existing Indebtedness (Financing. Notwithstanding anything to the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parentcontrary in this Agreement, the condition set forth in form and substance reasonably acceptable Article VII, as it applies to the Company’s obligations under this Section 6.6, notifying each shall be deemed satisfied unless the Financing has not been obtained primarily as a result of the Existing Loan Lenders Company’s material breach of its obligations under this Agreement Section 6.6, which breach is a consequence of an act or failure to act by the Company with the actual knowledge that the taking of such act or failure to take such act would cause such breach. Notwithstanding anything to the contrary in this Agreement, Buyer acknowledges and agrees that the contemplated Merger. At Parent’s electionobtaining of the Financing is not a condition to the Closing. (e) Buyer shall, upon the Existing Loan Notice request of Sellers, keep Sellers informed on a current basis of the status of the Financing and material developments with respect to thereto and provide Sellers promptly (and in no event later than within one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation Business Day) with copies of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior any material definitive agreements related to the Effective TimeFinancing.

Financing Cooperation. (a) The Company For purposes of this Section 6.10, the term “Financing” shall include any Permanent Financing (as defined in the Financing Letter), whether for debt, equity or otherwise. Prior to the Closing, Seller shall, and shall use reasonable best efforts to cause the Subsidiaries each of the Company its Affiliates and Representatives to, use reasonable best efforts to provide to Buyer such cooperation reasonably requested by Buyer and reasonably required in connection with the Financing or the Alternate Financing, including (to the extent reasonably requested and reasonably required): (i) provide commercially participating in a customary and reasonable assistance number of meetings, presentations, due diligence sessions, drafting sessions, road shows and sessions with rating agencies; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses (registered or otherwise) and any discussions regarding similar documents for the businessFinancing, financial statements, projections, including execution and management discussion and analysis delivery of the Company and the Subsidiaries of the Company, all for use in connection with any debt financing to be obtained by Parent in connection with the Merger (the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort representation letters in connection with an audit of the Financing; providedBusiness and auditors comfort letter; (iii) as promptly as reasonably practical, furtherand in no event later than March 31, that nothing in this Agreement shall require the Company to cause the delivery of 2013, furnishing Buyer with (1x) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary audited balance sheets for the FinancingBusiness as at December 31, other than as allowed by 2011 and 2012, and (y) audited statements of income and cash flows for the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under Business for the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or three (3) any financial information with respect to a month or fiscal period that has not yet years ended or has ended less than December 31, 2012 and (z) within forty-five (45) days prior of the end of the relevant fiscal quarter, unaudited interim financial statements for each fiscal quarter ending after January 1, 2013 (collectively, the “Carve-Out Financials”); (iv) in addition to the date of such request. information required pursuant to clause (b) Notwithstanding anything iii), above, as promptly as reasonably practical, furnishing Buyer and the other parties to the contrary contained in this Agreement Financing Letter with financial and other information regarding the Business and the Assets as may be reasonably requested by Buyer (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere connection with the ongoing business or operations of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in Buyer’s preparation of pro forma financial adjustments statements), including unaudited interim financial statements, financial data, projections, audit reports and other information of the type required by Regulation S-X and Regulation S-K of the Securities Act of 1933 for a registered public offering, and of type and form customarily included in private placements under Rule 144A, to consummate the offering(s) of debt or equity securities contemplated by the Financing, or as otherwise reasonably required in connection with the Financing, or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering(s) of debt or equity securities contemplated by the Financing (all such information in clause (iii) and this clause (iv), including the Carve-Out Financials, the “Required Information”); (v) providing information relating to the Business that is reasonably available to it to assist in the preparation of any credit agreements, indentures, purchase agreements, currency or interest hedging arrangements, other definitive financing documents, officer’s certificates, customary closing documents, or other certificates or documents with respect to the Financing contemplated by the Financing as may be reasonably requested by Buyer; (vi) furnishing Buyer and their Financing sources as promptly as practicable all financial information required to be delivered pursuant to the Financing Letter and monthly financial statements for the Business (to the extent otherwise prepared in the ordinary course of business); (vii) assisting Buyer to obtain waivers, consents, estoppels and approvals from other parties to Contracts, material Leases and Easements, and Encumbrances to which the Assets or the Business are bound; and (viii) cooperating with Buyer in its efforts to obtain accountants’ comfort Letter, consents, legal opinions, surveys, appraisals, engineering reports, environmental and other inspections, title insurance and other documentation and items relating to the Company Financing, as reasonably requested by Buyer; (b) Buyer shall indemnify the Seller Indemnitees from, against and required by the Financing)in respect of any Losses imposed on, (5) require the Company sustained, incurred or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing)suffered by, or (6) require the Companyasserted against, any of them, directly or indirectly relating to, arising out of or resulting from the Subsidiaries arrangement of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) financing and/or the provision of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating information utilized in connection therewith to the Financing shall be effective until the Closingfullest extent permitted by applicable Legal Requirement. (c) Parent shall Seller will use its reasonable best efforts to update the Required Information provided to Buyer pursuant to clauses (iiii) promptly reimburse and (iv) of Section 6.10(a) as may be necessary such that the Company for all reasonable and out-of-pocket costs Required Information does not contain any untrue statement of material fact or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by omit to state any material fact necessary in order to make the Company statements made therein, in the Subsidiaries light of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14circumstances under which they were made, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraudnot misleading. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.

Financing Cooperation. (a) The Prior to the Effective Time, the Company shallshall use its reasonable best efforts, and shall cause the Company Subsidiaries to use their reasonable best efforts, and shall use its reasonable best efforts, to cause its and their respective Representatives to, provide all customary cooperation and all customary financial information, in each case that is reasonably requested by Parent in connection with any financing, including the Debt Financing, obtained or to be obtained by Parent for the purpose of financing the Transactions or any transaction undertaken in connection therewith (it being understood that the receipt of any such financing is not a condition to the Merger), including by using reasonable best efforts to: (i) furnish, or cause to be furnished, to Parent (x) audited consolidated balance sheets and related consolidated statements of operations and comprehensive income (loss), consolidated statements of shareholders’ equity and consolidated statements of cash flows for the Company for each of the three (3) most recently completed fiscal years of the Company toended at least sixty (60) days prior to the Closing Date prepared in accordance with GAAP applied on a basis consistent with that of the most recent fiscal year (which Parent hereby acknowledges receiving for the three (3) fiscal years ended March 27, 2021, April 2, 2022 and April 1, 2023) and (iy) provide commercially reasonable assistance with unaudited consolidated balance sheets and related consolidated statements of operations and comprehensive income (loss), consolidated statements of shareholders’ equity and consolidated statements of cash flows (in each case, subject to normal year-end adjustments and absence of footnotes) for each subsequent fiscal quarter ended on a date that is at least forty (40) days before the preparation Closing Date; (ii) cause the Company’s and the Company Subsidiaries’ independent accountants, as reasonably requested by Parent, to (a) consent to the use of and any discussions regarding their audit reports on the business, financial statements, projections, and management discussion and analysis statements of the Company and the Company Subsidiaries in any materials relating to, or any filings made with the SEC related to, such financing, (b) provide, consistent with customary practice, “comfort letters,” including customary “negative assurances” (including drafts thereof which such accountants are prepared to issue at the time of pricing and at closing of any offering or placement of the Company, all for use Debt Financing) necessary and reasonably requested by Parent in connection with any debt capital markets transaction comprising a part of such financing, and (c) participate in reasonable and customary due diligence sessions, which sessions shall be telephonic or held by videoconference and held at reasonable and mutually agreeable times; (iii) assist Parent in (including by providing information relating to the Company and the Company Subsidiaries reasonably required and requested by Parent in connection with) its preparation of rating agency presentations, road show materials, bank information memoranda, projections, prospectuses, bank syndication materials, credit agreements, offering memoranda, private placement memoranda, definitive financing documents (as well as customary certificates and “backup” support) and similar or related documents to be obtained prepared by Parent in connection with the Merger (the “Financing”)such financings, and (ii) request that its independent accountants provide customary which may incorporate by reference periodic and reasonable assistance to Parent in connection with providing customary comfort letters in connection current reports filed by the Company with the Financing; providedSEC, further, that nothing in this Agreement shall require including any historical financial information of the Company to cause and the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary Company Subsidiaries required for the Financing, other than as allowed preparation by the preceding clause (ii), (2) any audited Parent of customary pro forma financial information or any and pro forma financial information prepared in accordance with Regulation S-K or statements to the extent required by Regulation S-X under the Securities Act of 1933, as amended, or any financial information other accounting rules and regulations of the SEC, and/or in a form not customarily prepared by connection with such financing (it being agreed that the Company with respect need only assist in the preparation thereof but shall not be required to (x) prepare independently any period pro forma financial statements or (3y) provide any information or assistance relating to (A) the proposed aggregate amount of debt financing, together with assumed interest rates, dividends (if any) and fees and expenses relating to the incurrence of such debt, (B) any post-Closing or pro forma cost savings, synergies, capitalization or ownership desired to be incorporated into any information used in connection with such financing or (C) any financial information related to Parent or any Parent Subsidiaries); (iv) cooperate with respect customary marketing efforts of Parent for such financing, including using reasonable best efforts to cause its management team, with appropriate seniority and expertise, to assist in preparation for and to participate in a month reasonable number of meetings, presentations, road shows, due diligence sessions (including accounting due diligence sessions), drafting sessions, and sessions with rating agencies, in each case, upon reasonable notice and at mutually agreeable dates and times, which sessions meetings, presentations, road shows and sessions shall be telephonic or fiscal period that has not yet ended or has ended less held by video conference; (v) deliver to Parent, no later than forty-five four (454) days Business Days prior to the date of such request. (b) Notwithstanding anything to Closing Date, any materials and documentation about the contrary contained in this Agreement Company and the Company Subsidiaries required under applicable “know your customer” and anti-money laundering Laws (including this Section 5.14): the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (iUSA PATRIOT ACT) nothing in this Agreement (including this Section 5.14) shall require any such cooperation Act of 2001), to the extent that it would requested by Parent no less than nine (19) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities Business Days prior to the Closing, Closing Date; (2vi) unreasonably interfere with inform Parent promptly in writing if the ongoing business or operations Company (A) concludes that any previously issued financial statement of the Company or any of Subsidiaries included in any materials with respect to such financing should no longer be relied upon as per Item 4.02 of Form 8-K under the Subsidiaries Exchange Act or (B) shall have determined a restatement of any of the Company’s or the Company Subsidiaries’ financial statements is required or reasonably likely; (vii) cooperate with respect to the provision of guarantees required by such financing, including by executing and delivering definitive documents related thereto, it being understood that the effectiveness of any such guarantees shall be conditioned upon the occurrence of the Closing; and (viii) provide customary authorization letters to the Financing Parties authorizing the distribution of information to prospective lenders or investors and containing a representation that the public side versions of such documents, if any, do not include material non-public information about the Company or the Company Subsidiaries (only to the extent such authorization letters contain customary disclaimers for the Company, its affiliates and their respective Representatives with respect to responsibility for the use or misuse of the contents thereof), provided that the Company is afforded adequate time to review such authorization letters and related materials; provided, however, that (a) no such cooperation shall be required under this Section 6.13 or Section 6.14(b) to the extent it would (i) unreasonably disrupt the conduct of the Company’s business, (3ii) require the Company or the Company Subsidiaries to incur any fees, expenses or other liability prior to the Effective Time for which it is not promptly reimbursed or simultaneously indemnified, (iii) be reasonably expected to cause any director, officer or employee of the Company or any Company Subsidiary to incur any personal liability, (iv) require the Company to waive or amend any terms of this Agreement, (v) require the Company or any of the Subsidiaries of Company Subsidiary to provide any information that is prohibited or restricted by applicable Law or is legally privileged (provided, however, that the Company shall use its reasonable best efforts to enter into make appropriate substitute arrangements to permit reasonable disclosure not in violation of Law or approve any agreement to allow for such access or other documentation effective prior disclosure to the Closing maximum extent that does not result in a loss of such legal privilege), (vi) require the Company or any Company Subsidiary or any persons who are officers or directors of such entities to pass resolutions or consents to approve or authorize the execution of such financing or enter into, execute or deliver any certificate, document, instrument or agreement (other than the authorization letters referred to in Section 6.13(a)(viii) above, customary representation letters required in connection with the provision of any “comfort letters” in accordance with Section 6.13(a)(i) above and any supplemental indenture related to a consent solicitation pursuant to Section 6.14(b) in which the changes do not become effective until Closing) or agree to any change or modification of any existing agreement certificate, document, instrument or other documentation that would be effective prior to the Closingagreement, (4vii) cause any representation or warranty in this Agreement to be breached by the Company or any of the Company Subsidiaries, (viii) conflict with the organizational documents of the Company or any Company Subsidiary or any Laws, (ix) 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 material Contract to which the Company or any of the Company Subsidiaries is a party, (x) require the Company to provide pro forma financial statements delivery of any opinion of counsel, or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5xi) require the Company or the Subsidiaries of the any Company Subsidiary to provide pro forma prepare any financial statements or pro forma adjustments reflecting transactions contemplated information that cannot be produced or required hereunder (it being understood that provided without unreasonable cost or expense and are not prepared in the Company ordinary course of its financial reporting practice. Nothing contained in this Section 6.13 or otherwise shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) Company Subsidiary, prior to approve or authorize the FinancingEffective Time, and (ii) no action, liability or obligation (including any obligation to pay any commitment be an issuer or other fees or reimburse any expenses) of obligor with respect to such financing. Parent shall, promptly upon request by the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company or any Company Subsidiary for all reasonable and documented out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its them or their Representatives respective representatives in connection with any such cooperation provided for in this Section 5.14and shall reimburse, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its Company Subsidiaries and their Representatives respective representatives from and against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) all losses actually suffered or settlement payment incurred as a result of, or by them in connection withwith the arrangement of such financing, any cooperation provided for in action taken by them at the request of Parent or its representatives pursuant to this Section 5.14 or the Financing 6.13 and Section 6.14 and any information used in connection therewith, unless except to the extent resulting from the gross negligence, fraud or willful misconduct of the Company acted or any Company Subsidiary or any of its their respective representatives, arising from incorrect or misleading information provided by the Company or any Company Subsidiary or any of its their respective representatives. (b) The Company hereby consents to use of all of its and the Company Subsidiaries’ logos in bad faith connection with any financing (subject to the Company having a reasonable opportunity for advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and solely in a manner that is not intended to, nor reasonably likely to, harm or with gross negligence and disparage the Company or the Company Subsidiaries or the Company’s or the Company Subsidiaries’ reputation or goodwill. (c) 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 than 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 case Company’s breach of fraudany of the covenants required to be performed by it under this Section 6.13 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 any financing at the Closing. (d) Without limiting All non-public or otherwise confidential information regarding the generality Company or any of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared Subsidiaries obtained by Parent, the Parent Subsidiaries or any of their respective Representatives pursuant to this Section 6.13 shall be kept confidential in form accordance with the Confidentiality Agreement; provided that such information may be disclosed (i) on a confidential basis to prospective lenders, underwriters, initial purchasers, placement agents, dealer managers, solicitation agents, information agents and substance reasonably acceptable to the Company, notifying each depositary or other agents during syndication and marketing of the Existing Loan Lenders of this financing subject to such entities entering into confidentiality obligations with Parent on terms similar to those in the Confidentiality Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect (ii) on a confidential basis to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Timerating agencies.

Financing Cooperation. (a) The Company shall, and shall cause the its Subsidiaries of the Company to, and shall use its reasonable best efforts to cause its and their respective Representatives to, in each case at Parent’s sole expense and subject to the limitations set forth in Section 6.14(b) and Section 6.14(c), provide to Parent and Merger Sub all cooperation requested by Parent that is reasonably necessary, proper or advisable in connection with the Financing and the transactions contemplated by this Agreement, including (i) provide commercially participation in a reasonable assistance number of meetings, presentations, road shows, due diligence sessions (including accounting due diligence sessions), drafting sessions and meetings with, and presentations to, prospective lenders and investors and rating agencies; (ii) using reasonable best efforts to assist with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and any discussions similar documents required in connection with the Financing, including execution and delivery of customary representation letters in connection therewith; (iii) as promptly as practical after Parent’s request, furnishing Parent and its Financing sources with the following financial and other information regarding the business, financial statements, projections, and management discussion and analysis of the Company and the its Subsidiaries as may be reasonably requested by Parent: (a) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Company, in each case prepared in accordance with GAAP, for each subsequent fiscal quarter after April 1, 2011 ended at least 45 days before the Closing Date (provided that if the Marketing Period otherwise commences prior to February 15, 2012 such information for the quarter ended December 31, 2011, if applicable, shall be satisfied by the delivery of the information contemplated by Section 6.14(d) and such information shall not be considered Required Information for purposes of the definition of the Marketing Period), (b) financial and other information to allow Parent to prepare pro forma financial statements to give effect to the transactions contemplated by this Agreement and the Financing, (c) all for use in connection with any debt financing to be obtained documentation and other information required by Parent regulatory authorities under the applicable “know-your-customer” rules and regulations, including the PATRIOT Act, and (d) such other financial and other information reasonably required and customarily provided in connection with the Merger Financing and the transactions contemplated by the Financing Commitments that is available to or readily obtainable by the Company (all such information in this clause (iii), the “FinancingRequired Information”); (iv) using reasonable best efforts to obtain accountants’ comfort letters, legal opinions, appraisals, surveys, engineering reports, title insurance and other documentation and items relating to the Financing as reasonably requested by Parent or Merger Sub and, if requested by Parent or Merger Sub, to cooperate with and assist Parent or Merger Sub in obtaining such documentation and items; (iiv) request that its independent assisting with the preparation of any pledge and security documents, other definitive financing documents, or other certificates, mortgages, documents and instruments relating to guarantees, or documents as may be reasonably requested by Parent (including consents of accountants provide customary for use of their reports in any materials relating to the Financing) and reasonable assistance to Parent otherwise facilitating the pledging of collateral and providing of guarantees contemplated by the Debt Commitment Letters and any other Financing (including cooperation in connection with providing customary comfort letters the pay-off of existing indebtedness and the release of related Liens); provided that nothing herein shall require the Company to execute any such documents, certificates, mortgages or instruments; (vi) reasonably cooperating to (A) permit the prospective persons involved in the Financing to evaluate the Company, including the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements and (B) establish bank and other accounts, blocked account agreements and lock box arrangements and hold certain funds of the Company in such accounts (as may reasonably be requested by Parent) in connection with the foregoing; (vii) using reasonable best efforts to obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and contracts to which any Subsidiary of the Company is a party and to arrange discussions among Parent, Merger Sub and their financing sources with other parties to material leases, encumbrances and contracts; and (viii) using reasonable best efforts to facilitate the consummation of the Financing and to permit the proceeds thereof to be made available to consummate the Merger. The Company will update any such Required Information upon request from Parent. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Financing; provided, further, provided that nothing such logos are used solely in this Agreement shall require a manner that is not intended to nor would be reasonably likely to harm or disparage the Company to cause or its Subsidiaries or the delivery reputation or goodwill of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request.its Subsidiaries. 55 (b) Notwithstanding anything to the contrary contained in this Agreement (including this requirements of Section 5.14): 6.14(a), (i) solely Parent shall be responsible for provision of any post-Closing pro forma financial information, including cost savings, synergies, capitalization, ownership or other pro forma adjustments (provided, that for the avoidance of doubt, the Company shall provide Parent with financial and other information relating to the Company and its Subsidiaries reasonably requested by Parent to allow Parent to prepare such pro forma financial information) and any financial projections of the Company for and after the Effective Time, (ii) neither the Company nor any of its Subsidiaries or Representatives shall be required to enter into any agreement, certificate, document or instrument contemplated thereby prior to the Effective Time, (iii) nothing in this Agreement (including this Section 5.14) herein shall require any such cooperation contemplated thereby to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) interfere unreasonably interfere with the ongoing business or operations of the Company or its Subsidiaries, (iv) neither the Company nor any of the its Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would shall be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment fee or other fees fee or reimburse payment to obtain consent or to incur any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice liability with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective Debt Financing prior to the Effective Time, and (v) nothing herein shall require cooperation or assistance from a Company director, officer or employee to the extent such Company director, officer or employee is reasonably likely to incur any personal financial liability by providing such cooperation or assistance that will not be repaid or reimbursed in full by the Parent.

Financing Cooperation. Subject to Section 6.12(a), the Company shall and shall cause its subsidiaries and Representatives to, at Parent’s sole expense, reasonably cooperate in connection with the arrangement of the Financing (or alternative financing, as the case may be) as may be reasonably requested by Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its subsidiaries). Such cooperation by the Company shall include, at the reasonable request of Parent: (a) The Company shallagreeing to enter into such agreements, and shall cause to deliver such officer’s certificates, as are customary in financings of such type (including using reasonable best efforts to deliver a certificate of the Subsidiaries chief financial officer of the Company towith respect to solvency of the Company and its subsidiaries on a consolidated basis or any officer’s certificate of a similar nature to the extent required in connection with the Financing) and as are, in the good faith determination of the persons executing such officer’s certificates, accurate, and agreeing to pledge, grant security interests in, and otherwise grant liens on, the Company’s assets pursuant to such agreements as may be reasonably requested, provided that no obligation of the Company under any such agreement, pledge or grant shall be effective until the Effective Time; (b) subject to Section 6.5(a) and Section 6.5(b), furnishing Parent, Acquisition Sub and their financing sources as promptly as practicable with available financial and other pertinent available information regarding the Company and its subsidiaries, including: (I) to the extent required under the Debt Commitment Letter, the unaudited consolidated balance sheet of the Company and its subsidiaries and the related statements of operations and cash flows as of the end of any month or quarterly period ending after the execution of this Agreement, and (II) all financial information related to the Company and/or its subsidiaries reasonably required by Parent for Parent to produce the financial statements required to be delivered pursuant to the Financing (including, if required, all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act); (c) making the Company’s senior officers available to (i) provide commercially assist the lenders specified in the Financing Commitments, (ii) participate in a reasonable assistance number of meetings, presentations, due diligence sessions and sessions with prospective lenders, investors and rating agencies in connection with the Financing, (iii) assist with the preparation of materials for rating agency presentations, bank information memoranda and similar documents required in connection with the Financing (including requesting any discussions regarding consents of accountants for use of their reports in any materials relating to the businessFinancing) and (iv) otherwise reasonably cooperate in connection with the consummation of the Financing, financial statementsincluding reasonably cooperating in obtaining, projectionsprior to the date which is twenty (20) days prior to the Merger Closing Date, corporate and management discussion facilities ratings to the extent required under the Financing Commitments (or any replacement thereof); (d) causing the taking of corporate actions by the Company and analysis its subsidiaries reasonably necessary to permit the completion of the Financing (including (1) using commercially reasonable efforts to cooperate with Parent’s efforts to obtain non-invasive environmental assessments, legal opinions, surveys and title insurance (including providing reasonable access to Parent and its Representatives to all Owned Property) as reasonably requested by Parent, provided, that, any access by Parent onto the properties of the Company and its subsidiaries shall be subject to reasonable security measures and insurance requirements and shall be during reasonable business hours and shall not unreasonably interfere with the Subsidiaries operations thereon, (2) requesting customary payoff letters, Lien terminations and instruments of the Company, all for use in connection with any debt financing discharge to be obtained delivered at Merger Closing to allow for the payoff, discharge and termination in full on the Merger Closing Date of all indebtedness and Liens under the Credit Agreement and (3) furnishing Parent and its lenders promptly, and in any event at least ten (10) days prior to the Merger Closing Date, with all documentation and other information required by Parent in connection Governmental Authorities with respect to the Financing 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, as amended); (e) facilitating the execution and delivery of definitive documents related to the Debt Financing on the terms contemplated by the Debt Commitment Letter; (f) making all necessary filings with the Merger (United States Copyright Office to register copyright in the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance Company Products to Parent in connection with providing customary comfort letters the extent required in connection with the Financing; provided, further, and (g) using commercially reasonable efforts to ensure that nothing any efforts to syndicate the Debt Financing benefit materially from the Company’s existing lending and investment banking relationships Parent shall promptly reimburse the Company for any out-of-pocket expenses and costs reasonably incurred in connection with the Company’s or its affiliates’ obligations under this Section 6.13. Notwithstanding anything in this Agreement shall require to the contrary, neither the Company to cause the delivery nor any of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) its subsidiaries shall require any such cooperation to the extent that it would (1) require the Company be required to pay any commitment or other fees, reimburse similar fee or enter into any expenses definitive agreement or otherwise incur any liabilities other liability or give any indemnities prior to the Closing, (2) unreasonably interfere obligation in connection with the ongoing business or operations of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodiesalternative financing) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.

Financing Cooperation. (a) The Subject to Section 6.11(e), prior to the Closing, the Company shall, and shall cause its Subsidiaries to, use its and their reasonable best efforts to cooperate in connection with the Subsidiaries closing of the Financing (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company toand its Subsidiaries). Such cooperation by the Company shall include, at the reasonable request of Parent, (i) provide commercially using reasonable assistance best efforts to furnish, or cause to be furnished, to Parent and its Financing Sources such customary financial and other information as Parent shall reasonably request and customarily required in connection with the preparation execution of syndicated bank credit facilities (but without the Company having to prepare separate financial statements for any Subsidiary or changing any fiscal period), including audited consolidated balance sheets and any discussions regarding the businessrelated statements of operations, financial statements, projectionscomprehensive income (loss), and management discussion and analysis of the Company and the Subsidiaries cash flows of the Company, all in each case, for use in connection with any debt financing the three most recently completed fiscal years ended at least 90 days prior to be obtained by Parent in connection with the Merger Closing Date and unaudited consolidated balance sheets and related statements of operations, comprehensive income (the “Financing”loss), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent cash flows of the Company, in connection with providing customary comfort letters in connection with the Financing; providedeach case, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or each subsequent fiscal period that has not yet quarter ended or has ended less than at least forty-five (45) days prior to the date Closing Date, (ii) providing reasonable assistance in the preparation by Parent of such request. (bx) Notwithstanding anything an update to the contrary contained quality of earnings report through December 31, 2017 and (y) the sponsor model, in this Agreement each case as required by the Debt Commitment Letter, (iii) participating in a reasonable number of meetings, lender presentations, due diligence sessions, drafting sessions and road shows, in each case, upon reasonable advance notice and at mutually agreed times, (iv) providing reasonable assistance to Parent in its preparation of rating agency presentations, customary bank information memoranda and similar documents reasonably and customarily required in connection with the Financing, (v) calls with material customers and vendors, (vi) subject to any contractual agreement in effect, taking such actions as are reasonably requested by Parent to facilitate the pledging of collateral for the Debt Financing, including, upon reasonable advance written notice at mutually agreeable times and, if applicable, locations, taking commercially reasonable actions necessary to permit the Financing Sources to evaluate the Company’s and its Subsidiaries’ real property and personal property, including current assets, that would constitute collateral under the documents and agreements related to the Debt Financing, to evaluate the Company’s and its Subsidiaries’ cash management and accounting systems and policies and procedures and to conduct any surveys, appraisals, engineering reports, environmental and other inspections, title insurance and other evaluations relating to the Financing and collateral arrangements, in each case, solely for the purpose of establishing pledges over such assets to secure the obligations under the documents and agreements related to the Debt Financing, which documents and agreements shall not be required to be delivered or effective until at or following the Effective Time and (vii) using reasonable best efforts to furnish to Parent and its Financing Sources as promptly as reasonably practical with all documentation and other information 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 by Parent at least ten (10) Business Days prior to the Closing Date, as well as information reasonably required for Financing Sources to conduct background checks required by the Debt Commitment Letter; provided, that neither the foregoing clauses of this Section 5.14): (i6.12(a) nothing nor anything else in this Agreement (including Section 6.11, this Section 5.14) 6.12 or Section 6.13 shall require any such cooperation to the extent that it would (1) require the Company or any of its Subsidiaries or any of their respective directors, officers, employees or representatives to pay take any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, action that would (2A) interfere unreasonably interfere with the ongoing business or operations operation of the Company or any of the Subsidiaries of the Companyand its Subsidiaries, (3B) cause any representation or warranty in this Agreement to be breached, (C) cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement, (D) require the Company or any of its Subsidiaries to be the Subsidiaries issuer or guarantor of any securities or borrower or guarantor under any debt facility or issue any offering document, bank book or similar document, or make any payment to any Person, in each case, prior to the Closing, (E) involve any binding commitment by the Company or any of its Subsidiaries which commitment is not conditioned on the Closing and does not terminate without liability to the Company or any of its Subsidiaries upon the termination of this Agreement, (F) require the Company or any of its Subsidiaries to provide any information the disclosure of which is prohibited or restricted under applicable Law or is legally privileged, or (G) require the Company or any of its Subsidiaries to take any action that would reasonably be expected to conflict with or violate its organizational documents, any Laws or result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party, (H) require the Company or any of its Subsidiaries, or their respective directors and officers, to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective Financing prior to the Closing, or (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5I) require the Company or any of its Subsidiaries or their respective counsel to provide any legal opinion or other opinion of counsel prior to the Subsidiaries Closing; provided, further, that nothing herein shall authorize Parent or its Representatives to undertake any environmental investigations or sampling at any of the Company to provide pro forma financial statements properties owned, operated or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that leased by the Company and its Subsidiaries without the Company’s prior written consent, which shall not be unreasonably withheld. The Company will, upon the reasonable written request of Parent, use its reasonable best efforts to assist in preparation of pro forma financial adjustments update periodically any information required to be provided by the Company pursuant to this Section 6.12 (to the extent otherwise relating it is available) to be included in any document to be used in connection with such Debt Financing so that Parent may ensure that any such information is compliant. (b) The Company hereby consents to the Company use of its and required by its Subsidiaries’ logos in connection with the Financing), ; provided that the logos are used solely in a manner that is not intended or (6) require reasonably likely to harm or disparage the Company, any of Company or its Subsidiaries or the Subsidiaries reputation or goodwill of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closingits Subsidiaries. (c) Parent shall (i) promptly reimburse the Company for all reasonable and outAll non-of-pocket costs public or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred other confidential information provided by the Company to Parent or its Affiliates pursuant to this Section 6.12 shall be kept confidential in accordance with the Subsidiaries Confidentiality Agreement, except that Parent shall be permitted to disclose such information to rating agencies and prospective lenders and investors during syndication of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14Debt Financing contemplated by the Debt Commitment Letter, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver subject to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, customary confidentiality undertakings in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of . Notwithstanding anything in this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the contrary, neither the Company (an “Existing Loan Consent”), nor any of its Subsidiaries shall be required to (1) pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of Financing (or waivers under or other changes toany alternative financing) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time, or pay any expenses prior to the Effective Time that are not promptly reimbursed by Parent as set forth in this Section 6.12.

Financing Cooperation. (a) The Company shallshall provide to Parent, and shall cause the Subsidiaries of the Company to, (i) provide commercially reasonable assistance with the preparation of respective officers and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Subsidiaries employees of the Company, and use its commercially reasonable efforts to cause the Representatives of the Company to provide to Parent, all for use in connection with any debt financing to be obtained cooperation reasonably requested by Parent in connection with the Merger (the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters is necessary or reasonably required in connection with the Financing; provided, furtherthe Debt Tender Offer, that nothing in this Agreement shall require the Company to cause the delivery Note Consent Solicitation, any defeasance or satisfaction and discharge of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared Company Notes in accordance with Regulation Stheir terms, or any offering of non-K convertible debt securities by Parent or Regulation S-X its Subsidiaries pursuant to Rule 144A promulgated under the Securities Act of 1933(a “High Yield Offering”), as amended, or any including the following: (a) causing the Company’s chief executive officer and chief financial information officer to participate in a form not customarily prepared by reasonable number of meetings, presentations, road shows, sessions with rating agencies or other syndication activities, and to participate in reasonable and customary diligence; (b) assisting with the preparation of appropriate and customary materials for rating agency presentations, offering documents, bank information memoranda and similar documents; (c) assisting with the preparation of any pledge and security documents, any supplemental indentures, any loan agreement, currency or interest hedging agreement, and other definitive financing documents on terms satisfactory to Parent, provided that no obligation of the Company under any such document or agreement shall be effective until the Effective Time; (d) furnishing Parent and its financing sources as promptly as reasonably practicable upon request by Parent with respect to any period or (3i) any financial information with respect to a month or unaudited consolidated balance sheets and related statements of income and cash flows of the Company for each fiscal period that has not yet quarter ended or has ended less than forty-five after the close of its most recent fiscal year and at least forty (4540) days prior to the Closing Date, (ii) if the Merger shall not have been consummated on or prior to February 14, 2012, audited consolidated balance sheets and related statements of income and cash flows for the Company for the fiscal year ended December 31, 2011 by no later than February 15, 2012 and (iii) all financial statements, pro forma financial information, financial data, and other information regarding the Company and its Subsidiaries of the type that would be required by Regulation S-X and Regulation S-K promulgated under the Securities Act for a registered public offering of non-convertible debt securities of the Company (including for use in Parent’s preparation of pro forma financial statements), to the extent such information is of the type and form customarily included in an offering memorandum for a High Yield Offering, or otherwise necessary to receive from the Company’s independent accountants customary “comfort” (including “negative assurance” comfort) with respect to the financial information to be included in such offering memorandum and which, with respect to any interim financial statements, shall have been reviewed by the Company’s independent accountants as provided in Statement on Auditing Standards No. 100; (e) furnishing on a confidential basis to Parent and its financing sources, as promptly as reasonably practicable, with such financial and other pertinent information regarding the Company as may be reasonably requested by Parent, including all financial statements and other financial data required by the Commitment Letter (all such information referred to in clauses (d) and (e), together with draft customary “comfort letters” (including as to customary negative assurance comfort and change period) from Company’s independent accountants with respect to any of the information referred to in clauses (d) and (e) above included in any offering documents in connection with the High Yield Offering, which accountants have confirmed that they are prepared to issue upon pricing of any applicable debt securities, the “Required Information”); (f) requesting the Company’s independent accountants to prepare and deliver “comfort letters,” dated the date of such request. each final offering document used in connection with any High Yield Offering (bwith appropriate bring-down comfort letters delivered on the closing date of any High Yield Offering), in compliance with professional standards and otherwise on terms reasonably acceptable to Parent, as the case may be; (g) Notwithstanding anything requesting that the administrative agent and collateral agent under the Company’s existing credit facilities provide debt payoff letters and related ancillary agreements; (h) providing requested officer’s certificates and representation letters; (i) using commercially reasonable efforts to cause to be prepared and rendered requested solvency opinions and opinions of counsel, in each of the foregoing cases as may be necessary and customary in connection with a financing substantially similar to the contrary contained Financing or a High Yield Offering; and (j) furnishing, for no fee, to the parties to the Commitment Letter, an electronic version of the Company’s trademarks, service marks and corporate logo solely for use in the marketing materials relating to the Financing; provided that, notwithstanding anything in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would contrary, until the Effective Time occurs, neither the Company nor any of its Subsidiaries shall (1) require the Company be required to pay any commitment or other fee, including consent fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere in connection with the ongoing business or operations of Financing, the Debt Tender Offer, the Company Note Consent Solicitation, or any of the Subsidiaries a High Yield Offering that is not paid in advance by Parent on behalf of the Company, (2) have any liability or obligation under any loan agreement or any related document or any other agreement or document related to the Financing, or a High Yield Offering, or (3) require the Company or be required to incur any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting liability in connection with the Financing or any description of all or any component of the Financing (it being understood that the Company a High Yield Offering. Parent shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required promptly, upon request by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and documented out-of-pocket costs or and expenses paid to third parties (including reasonable advisor’s fees and documented costs and expenses of counsel and accountantsexpenses) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any the cooperation provided for in this Section 5.14connection with the Financing, and (ii) the Debt Tender Offer, the Company Note Consent Solicitation, or a High Yield Offering. Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective officers, employees, and Representatives from and against any and all liabilities or losses suffered or incurred by them in connection with the arrangement of the Financing, the Debt Tender Offer, the Company Note Consent Solicitation or a High Yield Offering and any information utilized in connection therewith (other than arising from information provided by the Company, the Subsidiaries of the Company and any of its and Subsidiaries, or any of their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigationrespective Representatives), expense (including fees and expenses except in the event such liabilities or losses arose out of counsel and accountants) or settlement payment incurred as a result ofresulted from the willful misconduct, fraud, intentional misrepresentation or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each any of the Existing Loan Lenders its Subsidiaries, or any of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Timetheir respective Representatives.

Financing Cooperation. (a) The Prior to the Closing, the Company shallshall provide, and shall cause the its Subsidiaries of the Company toto provide, such reasonable and customary cooperation (i) provide and to use commercially reasonable assistance efforts to cause its and their respective officers, directors, employees, accountants, legal counsel, agents, other advisors and authorized representatives to provide such reasonable and customary cooperation), at the Purchaser’s sole cost and expense (other than with respect of the preparation of and the Post-Signing Financial Statements), with respect to any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Subsidiaries of the Company, all for use in connection with equity and/or debt financings (including any capital markets debt financing to be obtained or any equity financing (whether public or private)) undertaken by Parent the Purchaser or its Affiliates in connection with the Merger transactions contemplated hereby prior to or concurrently with the Closing (such financing, the “Financing”), including using commercially reasonable efforts to: (i) furnish to the Purchaser (or, in the case of clauses (v) through (y) below, to the Financing Sources at the written request of the Purchaser) with (v) no later than March 31, 2018 (provided that the Closing has not occurred by such date), an audited consolidated balance sheet of the Company and the related audited consolidated statements of income, members’ equity and cash flows (iiprepared in accordance with GAAP) request (including, an unqualified audit opinion of the Company’s independent auditors with respect to such financial statements) for the fiscal year ended December 31, 2017, (w) no later than the date which is forty five (45) days after the end of each fiscal quarter ended subsequent to March 31, 2018 (provided that its the Closing has not occurred by such date), unaudited consolidated balance sheets of the Company (prepared in accordance with GAAP), as of the end of, and the related unaudited consolidated statements of income, members’ equity, and cash flows for, each such fiscal quarter and which unaudited financial statements shall be subject to a customary SAS 100 review by the Company’s independent accountants provide customary and reasonable assistance to Parent auditors if necessary or desirable in connection with providing any Financing or if reasonably requested by the Financing Sources, (x) not later than twenty (20) days after the last calendar day in each month following the date of this Agreement prior to the Closing (or, if the twentieth (20th) day after the last calendar day in such month falls on a day that is not a Business Day, then no later than the next Business Day after such twenty (20th) day), the financial information described on Schedule 7.07(a)(i)(x) (the financial statements in clauses (v), (w) and (x), the “Post-Signing Financial Statements”), (y) as promptly as reasonably practicable upon request by the Purchaser, information relating to the Company and its Subsidiaries that is reasonably available to the Company and is reasonably required by the Purchaser and the Financing Sources to produce one or more customary comfort letters confidential information memoranda, investor presentations, bank information memoranda, offering memoranda, private placement memoranda, registration statements, prospectuses and/or prospectus supplements and other customary marketing materials to be used in connection with the Financing; provided, furtherincluding identifying any portion of the information that constitutes material, that nothing non-public information and delivering customary representation letters and authorization letters, in each case, as deemed reasonably necessary by the Financing Sources to receive customary accountants’ comfort letters (other than (A) any pro forma financial information, (B) any description of the Financing or the transactions contemplated by this Agreement shall require and (C) any information customarily provided by an investment bank) and (z) the Required Bank Information and reasonably cooperate, and cause its independent auditors to reasonably cooperate, with the Purchaser to update and correct any Required Bank Information such that the Required Bank Information remains Compliant; provided that, if the Company has otherwise complied with its obligations under this Section 7.07(a)(i) and the Purchaser requests in writing that the Company cause its independent auditors to cause assist in complying with the delivery requirements of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), b) of the term “Compliant,” the Purchaser shall reimburse the Company for any additional reasonable and documented costs of such independent auditors solely to the extent such costs are incurred in complying with such request as it relates to clause (2b) of the term “Compliant”; provided further that it is understood and agreed that any audited financial information or any financial information unaudited Post-Signing Financial Statements and Required Bank Information shall be prepared in accordance with Regulation SGAAP in a manner and with interpretations consistent with the Company’s past accounting practices (but without limiting the requirement in clause (z) of this Section 7.07(a)(i) that the Company use commercially reasonable efforts to cause such Required Bank Information be Compliant); (ii) participate in, and provide appropriate and customary assistance with the preparation of materials for, a reasonable number of requested and customary meetings (including upon reasonable advance notice and during normal business hours, customary one-K on-one meetings with the parties acting as lead arrangers or Regulation Sagents for, and prospective lenders and purchasers of, the Financing and the Company’s senior management), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the syndication or other marketing of the Financing; (iii) reasonably assist with (A) the preparation of materials for rating agency presentations, investor presentations, bank information memoranda, offering memoranda, private placement memoranda, registration statements, prospectuses, prospectus supplements, marketing materials (including “public” and “private” versions) and similar documents reasonably required in connection with the Financing, (B) the preparation of customary pro forma financial statements reflecting the transactions contemplated by this Agreement and the Financing and (C) providing any information reasonably requested by the Purchaser to assist the Purchaser in obtaining corporate, corporate family, credit, facility and securities ratings from rating agencies; (iv) request its independent accountants to provide reasonable assistance to the Purchaser, consistent with their professional practice (including upon reasonable advance notice and during normal business hours, participating in a reasonable number of accounting due diligence sessions, providing their consent to the Purchaser to use their audit reports relating to the Company on customary terms in connection with the Financing and facilitating the delivery of customary comfort letters (including as to negative assurance) if reasonably necessary or desirable for the Purchaser to use the financial statements of the Company in any marketing or offering materials to be used in connection with the Financing); (v) execute and deliver definitive financing agreements, instruments, certificates, letters (including authorization letters to lenders reasonably required in connection with the syndication of any Financing or if reasonably requested by the Financing Sources) and other documents, to the extent reasonably requested by the Purchaser or the Financing Sources and customary for financings of the type(s) similar to the Financing; (vi) cooperate and provide customary information and certificates and other documents reasonably necessary to assist legal counsel to the Purchaser in connection with any legal opinions that such counsel may be required to give in connection with the Financing, in each such case, as is necessary and customary in connection with the Financing; (vii) cooperate reasonably with any customary due diligence requests by the Purchaser, the Financing Sources and their respective legal counsel; and (viii) furnish as promptly as reasonably practicable (and in any event at least three (3) Business Days prior to the Closing Date) all documentation and other information reasonably required by the Financing Sources from the Company and its Subsidiaries that such Financing Sources reasonably determine is required by regulatory authorities for compliance with applicable “know your customer” and anti-X under the Securities money laundering rules and regulations, including U.S.A. Patriot Act of 19332001, as amended, that has been requested by the Purchaser or any financial information in a form not customarily prepared by of the Company with respect to any period or Financing Sources at least ten (310) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days Business Days prior to the date Closing Date; provided that the effectiveness of such requestany certificate, definitive agreements or other documentation executed by or on behalf of the Company or any of its Subsidiaries shall be subject to the Closing. (b) Notwithstanding anything In no event shall the Company or any of its Subsidiaries be required to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require bear any such cooperation to the extent that it would (1) require the Company to third-party cost or expense, pay any commitment third-party fee or other fees, reimburse any expenses or otherwise incur any liabilities other actual or potential liability or give any indemnities arising from or directly or indirectly attributable to the Financing (including, for the avoidance of doubt, any fees and expenses of its accountants in providing any assistance to Seller (other than year-end audit expenses and expenses incurred in any review of the Post-Signing Financial Statements in a manner consistent with the Company’s past accounting practices) under this Section 7.07 prior to Closing (other than as are contingent upon Closing or which are reimbursed by the ClosingPurchaser)), (2ii) undertake any obligation or liability whatsoever to any Financing Source that is not reimbursed by the Purchaser, (iii) take any actions to the extent such actions would unreasonably interfere with the ongoing business or operations of the Company or any of its Subsidiaries, (iv) take any action that would reasonably be expected, in the Subsidiaries reasonable judgment of the CompanyCompany after consultation with its legal counsel, to conflict with, or result in any violation or breach of, any applicable (A) Laws, (3B) require obligations of confidentiality (not created in contemplation hereof) binding on the Company or its Subsidiaries (provided that in the event that the Company or its Subsidiaries do not provide information in reliance on the exclusion in this clause (B), the Company and its Subsidiaries shall provide notice to the Purchaser promptly that such information is being withheld (but solely if providing such notice would not violate such obligation of confidentiality)), (C) organizational documents, or (D) material Contract to which the Company or any of the its Subsidiaries of is a party, (v) provide or cause legal counsel for the Company or any of its Subsidiaries to provide any legal opinions, (vi) cause any condition to Closing set forth in Article III to fail to be satisfied or otherwise cause any breach of this Agreement, or (vii) except as contemplated by Section 7.08, execute, deliver or enter into into, or approve perform any agreement agreement, document, certificate or other documentation effective prior instrument with respect to the Financing that is not contingent upon the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, Closing (4other than the authorization letters referred to above) require and the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description directors and managers of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company shall not be required to provide pro forma financial statements adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained (except for resolutions approving agreements, documents, instruments and other actions that are contemplated by Section 7.08), in each case which are effective prior to the Closing. 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 customary for such purpose and not intended to or pro forma adjustments reflecting transactions contemplated reasonably likely to harm or required hereunder (it being understood that disparage the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of its Subsidiaries or the Subsidiaries reputation or goodwill of the Company or any of its Subsidiaries or any of their respective boards products, services, offerings or intellectual property rights and on such other customary terms and conditions as the Company shall reasonably request. (c) The Purchaser shall indemnify and hold harmless the Company, its Subsidiaries and their respective representatives from and against any and all losses, damages, claims, interest, awards, judgments, penalties, third-party costs and expenses suffered or incurred by any of directors (them arising from or equivalent bodies) related to approve or authorize the Financing, and any information prepared or used in connection therewith (ii) no action, liability or obligation (including other than any obligation to pay any commitment or other fees or reimburse any expenses) of information provided in writing by the Company, the Subsidiaries of Sellers through the Company, or any of their respective Representatives under any certificateSubsidiaries expressly for use in connection therewith), agreement, arrangement, document or instrument relating except to the Financing shall be effective until extent (x) arising from the Closing. (c) Parent shall (i) promptly reimburse Fraud or willful misconduct of the Company for all reasonable and outor its Affiliates or their respective Representatives, or (y) that such losses, damages, claims, interest, awards, judgments, penalties, third-of-pocket party costs or expenses (including reasonable are directly and documented costs and expenses primarily the result of counsel and accountants) incurred by a material breach of this Agreement; provided, that the Company the Subsidiaries of the Company and any foregoing shall not expand or change Seller’s indemnification obligations for a breach of its or their Representatives representations and warranties as set forth in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraudArticle XII. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, The Purchaser acknowledges and agrees that any access or information contemplated to be provided by the Company shall deliver or any of its Subsidiaries pursuant to each this Section 7.07 shall, to the extent such information constitutes material non-public information of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each only be provided to other Persons, including any potential Financing Sources, if such other Person affirmatively agrees to maintain the confidentiality of such information pursuant to a customary confidentiality agreement. (e) The Company shall be given a reasonable opportunity to review and comment on any confidential information memoranda, investor presentations, bank information memoranda, offering memoranda, private placement memoranda, registration statements, prospectuses and/or prospectus supplements and other customary marketing materials to be used in connection with the Financing, and any materials for rating agencies, that include information about the Company or any of its Subsidiaries prepared in connection with the Financing. (f) The Purchaser acknowledges and agrees that the obtaining of the Existing Loan Lenders of Financing is not a condition to Closing or its obligations under this Agreement. (g) Notwithstanding anything in this Agreement and to the contemplated Merger. At Parent’s electioncontrary, nothing herein shall limit or otherwise affect the Existing Loan Notice obligations of the Company or any of its Affiliates with respect to one any financing cooperation or more of the Existing Loan Documents may include a request for a consent, similar covenants contained in form and substance reasonably acceptable to any other Contract entered into by the Company (an “Existing Loan Consent”)or any of its Subsidiaries with the Purchaser or any of its Affiliates, to (1) the consummation of the Merger and the other transactions contemplated by this including any Ancillary Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.

Financing Cooperation. (a) The Prior to the Closing, the Company shall, and shall cause the its Subsidiaries of the Company to, (i) provide use their respective commercially reasonable assistance efforts to cooperate with the preparation of Parent and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the its Subsidiaries of the Company, all for use in connection with any debt financing to be obtained by Parent in connection with the Merger (the “Financing”)arrangement, and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery marketing or consummation of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed and when reasonably requested by the preceding clause Parent and on reasonable notice (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, so long as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) does not unreasonably interfere with the ongoing business or operations of the Company or any and its Subsidiaries), including using commercially reasonable efforts to: (i) furnish Parent and its financing sources with the following information regarding the Company and its Subsidiaries (it being understood and agreed that such material shall be deemed furnished if it is filed by the Company with the SEC and available on the SEC’s XXXXX website): (A) audited consolidated financial statements (including balance sheets, statements of income and cash flows, a statement of shareholders equity and related notes) for the fiscal years ended December 31, 2012 and 2013, each of them prepared in accordance with GAAP as soon as reasonably practicable after the date hereof; (B) audited consolidated financial statements (including balance sheet, statement of income and cash flows, a statement of shareholders equity and related notes) for the fiscal year ending December 31, 2014, prepared in accordance with GAAP (the “Audited Consolidated 2014 Financial Statements”) as soon as reasonably possible after the end of the Subsidiaries 2014 fiscal year, consistent with the timing achieved by the Company in respect of its Annual Report on Form 10-K for the year ended December 31, 2013 but in no event later than the filing deadline under the Exchange Act to file with the SEC its Annual Report on Form 10-K for the year ended December 31, 2014; (C) a reconciliation to International Financial Reporting Standards issued by International Accounting Standards Board (“IFRS”) of the Company, (3) require balance sheet and statement of income included in the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior Audited Consolidated 2014 Financial Statements to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to extent required for the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting covered by (iii) below (the Financing or any description of all or any component of “Reconciled Consolidated 2014 Financial Statements”) reasonably promptly following the Financing (it being understood that time the Company shall use furnishes to Parent the Audited Consolidated 2014 Financial Statements and using all reasonable best efforts to assist in preparation of pro forma financial adjustments to furnish the extent otherwise relating to Reconciled Consolidated 2014 Financial Statements at the time the Company and required by furnishes Parent the FinancingAudited Consolidated 2014 Financial Statements; (D) unaudited consolidated financial statements for any interim period following December 31, 2014 (including the corresponding interim period in the prior year), prepared in accordance with GAAP and reviewed as per applicable “U.S. Generally Accepted Auditing Standards” (5the “Unaudited Consolidated Interim Financial Statements”) require as soon as reasonably possible after the Company or end of such interim period, consistent with the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred timing achieved by the Company in respect of its Quarterly Report on Form 10-Q for such period in 2014, but in no event later than the Subsidiaries of date the Company and any of is required to file with the SEC its or their Representatives in connection with any cooperation provided Quarterly Report on Form 10-Q for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documentsapplicable interim period; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.and

Financing Cooperation. (a) The Company During the Interim Period the Sellers shall, and shall cause the Subsidiaries of the Company to, (i) provide commercially reasonable assistance with the preparation of and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Subsidiaries of the Company, all for use in connection with any debt financing to be obtained by Parent in connection with the Merger (the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments cause the TCG Group members and their advisors to, provide to the extent otherwise relating Purchaser and to any lenders or prospective lenders under the Company Financing Agreements (the “Finance Providers”) and required their respective advisors, such cooperation as the Purchaser may reasonably request in connection with syndicating and implementing the financing contemplated by the FinancingAcquisition Facilities and any Alternative Acquisition Facility (collectively, the “Financing Agreements”), . During the Interim Period the Sellers shall (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company and shall use reasonable best efforts to assist cause the TCG Group members to): (a) provide (i) audited, consolidated balance sheets and related statements of income, stockholders´ equity and cash flows of the TCG Group, in each case, for the three (3) fiscal years ended at least ninety (90) days before the Closing Date (including an unqualified audit opinion thereon) and prepared in accordance with IFRS; (ii) within forty five (45) days of the last day of each completed fiscal quarter referenced below (or, in the case of the fourth fiscal quarter of any fiscal year, within sixty (60) days of the last day of such fourth fiscal quarter), unaudited, consolidated balance sheets and related statements of income, stockholders´ equity and cash flows of the TCG Group, prepared in accordance with IFRS, as well as EBITDA for each quarterly period, highlighting reconciling items between management and legal operating income that may affect EBITDA calculations as adjusted, for each completed fiscal quarter since the last day of the last fiscal year covered by the applicable audited financial statements referred to in the preceding clause (i); and (iii) within thirty (30) days of the date hereof (if not already provided at the time of execution of this Agreement), unaudited, consolidated balance sheets and related statements of income, stockholders´ equity and cash flows of the TCG Group for the third and fourth quarters of 2012, respectively, prepared in accordance with IFRS, as well as EBITDA for each quarterly period, highlighting reconciling items between management and legal operating income that may affect EBITDA calculations as adjusted. Attached as Schedule 8.3(a) are samples accepted by the Purchaser of the reporting forms that the TCG Group may use for the delivery of the information set forth in Clause 8.3(a), provided that such information shall correspond to the dates and periods required by Clause 8.3(a); and (b) provide reasonable assistance in connection with the preparation of information memorandum, pro forma financial adjustments information and rating agency materials, including furnishing as promptly as practicable any financial and other pertinent information regarding the TCG Group as may be reasonably requested by the Purchaser for such purposes. By virtue of the execution of this Agreement by the Parties hereto, Sellers’ irrevocably authorize, without any further action on the part of the Sellers or any member of the TCG Group, (i) the dissemination of the financial and other information about the TCG Group referred to above to the extent otherwise relating to Finance Providers and rating agencies for use in the Company information memorandum and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, other materials and (ii) no action, liability or obligation (including any obligation the public filing and dissemination of information about the TCG Group to pay any commitment the extent the Purchaser is required to do so by virtue of the use of such information in such information memorandum or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closingmaterials. (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.

Financing Cooperation. (a) The In connection with Parent’s financing in connection with the Transaction (including the Debt Financing) (the “Parent Financing”), prior to the Closing, the Company shallwill provide to Parent and Merger Sub, at Parent’s sole cost and shall cause expense, customary cooperation reasonably requested by Parent and Merger Sub that is necessary in connection with the Subsidiaries arrangement and consummation of the Company toParent Financing, including (in each case, to the extent reasonably requested): (i) provide commercially participating in a reasonable assistance number of meetings and due diligence sessions with the preparation sources of and any discussions regarding the business, financial statements, projections, and management discussion and analysis Parent Financing; (ii) (A) provide GAAP audited consolidated balance sheets of the Company and its Subsidiaries and related statements of income, stockholders’ equity and cash flows for the Subsidiaries three most recent fiscal years ended at least 60 days prior to the Closing Date and GAAP unaudited consolidated balance sheets of the CompanyCompany and its Subsidiaries and related statements of income, all stockholders’ equity and cash flows for use in connection with any debt financing each subsequent fiscal quarter ended at least 40 days prior to be obtained by Parent in connection with the Merger (Closing Date, which financial statements shall meet the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery requirements of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933Act, as amended, or without regard to any applicable grace periods allowed for therein and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registered statement under the Securities Act on Form S-3 and (B) as promptly as practicable, provide financial data relating to the Company and its Subsidiaries necessary to produce the pro forma financial statements and other pro forma financial data and financial information (including pro forma adjustments relating to the Transactions and, in a form not customarily prepared by any event, in accordance with S-X Article 11 and Regulation S-K required in registration statements filed with the Company with respect SEC on Form S-3 without giving effect to any grace period or for the timing of providing such financials, if any) required in order to satisfy the condition set forth in paragraph (3iii)) any financial information with respect of Exhibit B to a month or fiscal period that has not yet ended or has ended less than forty-five the Debt Commitment Letter (45) days prior to as in effect on the date of this Agreement) (provided that in no event will the information required to be delivered pursuant to this clause (ii) be deemed to include or will the Company otherwise be required to prepare or provide pro forma financial statements) and (C) promptly provide such requestother pertinent information regarding the Company and its Subsidiaries and such other financial data relating to the Company and its Subsidiaries as may be reasonably requested by Parent in order to consummate the Debt Financing or that would be necessary to receive customary “comfort” letters from the independent registered public accounts of the Company (including negative assurance comfort); provided that the failure of the Company to provide the information and data described in Section 5.4(a)(ii)(A) within the applicable time period shall be deemed a failure to perform or comply with a covenant contained in this Agreement in all material respects only for purposes of Section 7.2(b) of this Agreement and not for purposes of Article VIII of this Agreement; (iii) providing reasonable and customary assistance with the preparation of documents customarily required in connection with bank debt or public or private senior note financings and, to the extent required under the Debt Commitment Letter, providing all documentation and other information relating to the Company or any of its Subsidiaries required thereunder, including any documentation or other information reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001, except to the extent providing such assistance, documents or information would require the Company to breach any other Contract in effect as of the date hereof; and (iv) using commercially reasonable efforts to assist Parent in obtaining surveys, legal opinions from applicable outside counsel and title insurance as reasonably requested by Parent or Merger Sub for the Parent Financing as customarily required in connection with bank debt or public or private senior notes financings, as the case may be (including, in all cases, the Parent Financing), except to the extent providing such assistance would require the Company to breach any other Contract in effect as of the date hereof. (b) The Company and its outside legal counsel will be given reasonable opportunity to review and comment upon the offering documents or any materials for rating agencies, in each case, prepared after the date hereof, that include information about the Company or any Company Subsidiary prepared in connection with the Debt Financing. Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): 5.4, (i) nothing in this Agreement (including this Section 5.14) shall will require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) interfere unreasonably interfere with the ongoing business or operations of the Company or any of its Subsidiaries or otherwise be in conflict with the Subsidiaries terms of the Company’s existing credit facilities, the indentures governing the Senior Notes or applicable law, (3ii) require no obligation of the Company or any of its Subsidiaries under any certificate, document, Contract will be effective until the Subsidiaries Effective Time (other than any notices of prepayment and/or commitment terminations which are delivered by the Company not in contravention of the applicable agreement and conditioned upon the consummation of the Merger and delivered in accordance with Section 5.5) and, none of the Company or any of its Subsidiaries will be required to enter into or approve pay any agreement commitment or other documentation effective similar fee or incur any other liability in connection with the Parent Financing, including any Debt Transaction, prior to the Closing Effective Time, (iii) none of the Company Board or agree to any change board of directors (or modification equivalent bodies) of any existing agreement Subsidiary thereof will be required to adopt or other documentation that would be effective enter into any resolutions or take similar action approving the Parent Financing prior to the ClosingEffective Time, and (4iv) require none of the Company or any of its Subsidiaries will be required to provide pro forma financial statements or pro forma adjustments reflecting the Financing or provide, and Parent will be solely responsible for (A) any description of all or any component of the Financing Parent Financing, including any such description to be included in any liquidity or capital resources disclosure or any “description of notes”, (it being understood B) projections, risk factors or other forward-looking statements relating to any component of the Parent Financing, (C) consolidating and other financial statements and data that would be required by Rule 3-09 or Rule 3-16 of Regulation S-K, (D) Item 402(b) of Regulation S-K and information regarding executive compensation related to SEC Release Nos. 33-8732A, 34-54302A and XX- 00000X, and (E) the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise statements and any pro forma financial information relating to the Company proposed debt and required by the Financing), (5) require the Company or the Subsidiaries equity capitalization in respect of the Company consummation of the Closing, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to provide be incorporated into any pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that statements. Parent will promptly reimburse the Company shall use for any documented reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company out-of-pocket costs, fees and required expenses (including reasonable attorneys’ fees) incurred by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize its Subsidiaries in connection with the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries cooperation of the Company and its Subsidiaries contemplated by this Section 5.4 (including expenses associated with attending meetings, presentations, road shows and due diligence presentations). In addition, Parent will indemnify, defend and hold harmless the Company and its Subsidiaries and its and their Representatives from and against any and all liabilities, obligations, losses, damages, claims, costs, expenses, awards, judgments and penalties (excluding, to the extent previously reimbursed, the costs, fees and expenses referred to in the immediately preceding sentence) suffered or incurred by any of its or their Representatives them in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Parent Financing and any information used in connection therewith, unless except and solely to the Company acted in bad faith extent that any such obligations, losses, damages, claims, costs, expenses, awards, judgments and penalties, fees, costs or with gross negligence and other than in the case of fraud. (d) Without limiting the generality liabilities are suffered or incurred as a result of the foregoingCompany’s or its Subsidiaries or its or their Representatives’ gross negligence, promptly following Parent’s requestbad faith, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders willful misconduct or material breach of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.

Financing Cooperation. (a) The From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Section 7.01), subject to the limitations set forth in this Section 5.16, and unless otherwise agreed by Parent, the Company shall, and shall cause the its Subsidiaries to, use its and their reasonable best efforts to cooperate with Parent as reasonably requested by Parent in connection with Parent’s arrangement of the Company Financing at Parent’s sole cost and expense. Such cooperation will include using reasonable best efforts to, : (i) make appropriate officers reasonably available, with appropriate advance notice and at times and locations reasonably acceptable to the Company, for direct contact with the Financing Parties, including participation in a reasonable number of bank meetings, one-on-one meetings, presentations, rating agency presentations and due diligence sessions with proposed lenders, lead arrangers, initial purchasers, placement agents, underwriters or other agents, lenders or investors for the Financing; (ii) ensure that any syndication efforts with respect to the Financing benefit from the existing lending and investment banking relationships of the Company; (iii) provide commercially reasonable assistance with the preparation of customary materials for lender and investor presentations, confidential information memoranda and similar customary documents as may be reasonably requested by Parent or any discussions Financing Party, in each case, with respect to information relating to the Company and its Subsidiaries in connection with customary marketing efforts of Parent for all or any portion of the Financing; (iv) furnish Parent and the Financing Parties with (A) audited consolidated balance sheets and related audited consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows of the Company as of the end of and for each of the fiscal years that have ended on or after September 28, 2018 and at least sixty (60) days prior to the Effective Time (the “Annual Financial Statements”); (B) unaudited consolidated balance sheets and related unaudited consolidated statements of operations, comprehensive income and cash flows of the Company as of the end of and for each quarterly period that has ended after the most recent Annual Financial Statements and at least forty (40) days prior to the Effective Time and for the comparable period of the prior fiscal year, together with all related notes and schedules thereto, in the case of each of clauses (A) and (B), prepared in all material respects in accordance with GAAP and in compliance with Regulation S-X (other than Rules 3-03(e), 3-09, 3-10 and 3-16 of Regulation S-X and segment reporting); and (C) all other business and other information regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Company Subsidiaries of the Company, all for use in connection with any debt financing to be obtained reasonably requested by Parent and customary in connection with the Financing as is necessary for Parent to prepare pro forma financial statements of Parent of the nature required pursuant to paragraph 4 of Exhibit B to the Commitment Letter; (v) furnish Parent and the Financing Parties with copies of such customary historical financial data with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of debt financings similar to the Financing committed pursuant to the Debt Letters; (vi) assist with the preparation of appropriate and customary materials relating to the Company and its Subsidiaries for rating agency presentations and similar documents reasonably required in connection with the Financing, in each case, with respect to information relating to the Company and its Subsidiaries; (vii) at least four (4) Business Days prior to the Closing, provide all information reasonably requested by Parent or Merger Sub and the Financing Parties regarding the Company and its Subsidiaries under applicable “know your customer,” anti-money laundering rules and regulations and the USA PATRIOT Act of 2001 and the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act, as published May 11, 2016 and effective May 11, 2018, and as amended, from time to time, in each case, requested in writing at least nine (9) days prior to the Closing Date; (viii) provide customary authorization letters authorizing the distribution of information to prospective lenders and containing a customary representation to the Financing Parties for the Financing that such information does not contain a material misstatement or omission and containing a representation to the Financing Parties that the public side versions of such documents, if any, do not include material non-public information about the Company and its Subsidiaries or its or their securities; (ix) assist with the preparation of any pledge and security documents as may be reasonably requested by Parent or Merger Sub; provided, that no obligation of the Company or any Company Subsidiary under any such document or agreement shall be effective until the Closing; (x) facilitate the pledging of collateral owned by the Company and its Subsidiaries as reasonably requested by Parent; provided, that no pledge shall be effective until the Closing; (xi) assist with the preparation of customary pay-off documents or other definitive termination or release documents with respect to the Existing Credit Agreement as may be reasonably requested by Parent or Merger Sub; provided, that no obligation of the Company or any Company Subsidiary under any such document or agreement shall be effective until the Closing; and (xii) on or prior to the Closing, at the written request of Parent, the Company shall (i) furnish the trustee under the Indenture, dated April 8, 2015 (the “FinancingIndenture”), relating to TA Mfg Limited’s 3.625% Senior Notes due 2023 (the “Notes”), a notice of redemption in form and substance reasonably satisfactory to Parent and in compliance with the Indenture (the “Notice of Redemption”) for any and all of the outstanding Notes, and (ii) request that its independent accountants provide customary take all other actions, other than the payment or deposit of amounts required to redeem the Notes (except to the extent such amounts have been provided by Parent or Merger Sub to the Company at the Closing), and reasonable assistance prepare and deliver all other documents as may be reasonably necessary to Parent in connection with providing customary comfort letters in connection with cause the Financingredemption of all outstanding Notes at the Closing; provided, furtherhowever, that such notice shall not be required to be issued by the Company prior to the Closing unless (A) the redemption provided for in such notice is conditioned on the occurrence of the Closing and (B) arrangements satisfactory to the Company have been made that require Parent or Merger Sub to deposit with the trustee under the Indenture all funds required by the Indenture by the time required by the Indenture in order to complete the redemption of the Notes at the Closing. Upon delivery of the Notice of Redemption to the trustee under the Indenture, the Company shall provide to Parent a true and correct copy of the Notice of Redemption; provided, that nothing in this Agreement shall require the Company to cause the delivery of (1A) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii)letters, (2B) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any such period or (3C) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five forty (4540) days prior to the date of such request (or, in the case of Annual Financial Statements, sixty (60) days prior to such request). (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): 5.16), (i) nothing in this Agreement (including this Section 5.145.16) shall require any such cooperation to the extent that it would would: (1A) require the Company or any Company Subsidiary to pay any commitment or other fees, reimburse any expenses or otherwise incur any actual or potential liabilities or give any indemnities prior to the ClosingClosing (in each case, to the extent not subject to the reimbursement or indemnity obligations of the Parent hereunder); (2B) unreasonably interfere with the ongoing business or operations of the any Company or any of the Subsidiaries of the Company, Entity; (3C) require the any Company or any of the Subsidiaries of the Company Entity to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the ClosingClosing (in each case, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financingother than customary authorization letters), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6D) require the Company, any of the Company Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the FinancingFinancing prior to the Closing; (E) require any action that would conflict with or violate the Organizational Documents of any Company Entity or any Laws, orders or the contracts governing the existing Indebtedness of any Company Entity 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 any Company Entity is a party; (F) cause any representation or warranty or covenant in this Agreement to be breached by the Company or any of its Subsidiaries; (G) cause any director, officer, employee or stockholder of the Company or any of its Subsidiaries to take any action that would reasonably be expected to result in personal liability to such director, officer, employee or stockholder; (H) provide access to or disclose information that would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries; or (I) prepare separate financial statements for any Company Subsidiary or change any fiscal period or prepare any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice; and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Companyits Subsidiaries, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating related to the Financing shall be effective until the ClosingClosing (in each case, other than customary authorization letters referred to in Section 5.16(a)(viii)). (c) Parent shall (i) promptly upon request by the Company, reimburse (or cause to be reimbursed) the Company for all of its reasonable and documented out-of-pocket costs or fees and expenses (including reasonable and documented costs fees and expenses of counsel and accountants) (but, for the sake of clarity, excluding the costs of the Company’s preparation of its annual and quarterly financial statements) incurred by the Company the Subsidiaries Company, any of the Company and Subsidiaries, any of its or their Representatives in connection with any cooperation provided for in contemplated by this Section 5.14, 5.16 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, reasonable cost (including reasonable cost of investigation), reasonable expense (including reasonable fees and expenses of counsel and accountants) or reasonable settlement payment incurred as a result of, or in connection with, any such cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless and such Representatives shall be third party beneficiaries of this Section 5.16, in each case of the foregoing clause (ii), except (A) with respect to any historical information prepared by, and provided in writing by, the Company acted or any of its Subsidiaries expressly for use in bad faith connection with the Financing or with (B) to the extent a court of competent jurisdiction has determined in a final, non-appealable judgment that any such claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax or cost has arisen from the gross negligence or willful misconduct of the Company or the Company Subsidiaries. All non-public or other confidential information provided by the Company and other than its Affiliates and Representatives to Parent and its Affiliates pursuant to this Section 5.16 shall be kept confidential in the case of fraudaccordance with Section 5.03. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the The Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable hereby consents to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective reasonable use prior to the Effective TimeClosing of all of their and their Affiliates logos, names and trademarks in connection with the syndication of the Financing; provided that such logos, names and trademarks shall be used solely in a manner that is not intended or reasonably likely to harm or disparage the Company or its reputation or goodwill.

Financing Cooperation. (a) The Company Seller shall, between the date hereof and shall the Closing Date, use its reasonable best efforts to (and to cause the Subsidiaries of the Company its Affiliates and their respective personnel and advisors to use their reasonable best efforts to), as promptly as reasonably practicable, cooperate with and provide such assistance to Buyer as is reasonably requested by Buyer in Buyer’s efforts to obtain (i) provide commercially reasonable assistance with the preparation of and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company Debt Financing and the Subsidiaries of NER Financing on the Company, all for use terms contemplated herein and in connection with any debt financing to be obtained by Parent in connection with the Merger (the “Financing”), respective Commitment Letters and (ii) request that its independent accountants provide customary and reasonable assistance additional equity financing through the admission of new investors to Parent in connection with providing customary comfort letters in connection with as limited partners on the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X terms contemplated under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or Limited Partnership Agreement (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request“Additional Equity Financing”). (b) Notwithstanding anything to The cooperation and assistance contemplated by Section 5.24(a) shall comprise the contrary contained in this Agreement (including this Section 5.14): following: (i) nothing providing information, including adjustment figures, reasonably requested in connection with (A) any customary offering documents, bank information memoranda and similar documents, which include (x) all audited annual statutory financial statements of the Company for the three (3) most recently completed fiscal years of the Company that have been filed with the Nebraska Department of Insurance prior to the Closing Date and (y) unaudited interim statutory financial statements of the Company that have been filed with the Nebraska Department of Insurance prior to the Closing Date for any fiscal quarter ended after the date of the most recent financial statements delivered pursuant to clause (x), (B) rating agency presentations, by providing financial and other factual data related to the Company Business and (C) the Reference Balance Sheet, updated as of the end of the most recent fiscal quarter of the Company ended at least 60 days prior to the Closing Date (or, if the most recently completed fiscal quarter is the end of a fiscal year of the Company, ended at least 120 days prior to the Closing Date); (ii) executing and delivering (or using reasonable best efforts to obtain from its advisors) customary certificates or other similar documents and instruments relating to the NER Financing as may be reasonably requested by Buyer; (iii) subject to receipt of assurances of confidentiality in form and substance reasonably satisfactory to Seller, providing authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders; (iv) providing actuarial and financial information requested by Hannover Life Reassurance Company of America (all such information described in this Agreement Section 5.24(b)(i) and (v) together with all information provided to the Financing Sources prior to the date hereof, collectively, the “Required Financial Information”); (vi) subject to receipt of assurances of confidentiality in form and substance reasonably satisfactory to Seller, arranging for the participation of appropriate officers of Seller in a reasonable number of management and other meetings (including this Section 5.14customary one-on-one meetings with the lead arrangers for the Debt Financing and with potential investors for the Additional Equity Financing), presentations, due diligence sessions and sessions with rating agencies on reasonable advance notice; (vii) shall require any such cooperation filing all required applications and requests for approval with all applicable Governmental Entities required in connection with the NER Financing (which will be prepared by Buyer and whose form and substance will be subject to the extent approval of Seller, which shall not be unreasonably withheld, conditioned or delayed); and (viii) taking such corporate actions as shall be reasonably requested of Seller or the Company by Buyer to permit the consummation of the Financing or Additional Equity Financing to permit the proceeds thereof to be made available at the Closing and permit the Closing of the NER Financing to occur immediately after the Closing, provided, however, that it would Seller and, until the Closing occurs, the Company shall not (1) require have any Liability or any obligation under any agreement or document related to the Financing or any Additional Equity Financing or (2) be required to incur any Liability in connection with the Financing or Additional Equity Financing other than out-of-pocket expenses incurred in connection with its compliance with this Section 5.24, which shall promptly be reimbursed by Buyer. Without limitation to the foregoing, Seller shall provide, and shall use its commercially reasonable efforts to cause each of its and the Company’s Representatives, including legal, tax, regulatory and accounting to provide, all other information and cooperation reasonably requested by the Financing Sources or Buyer. Neither Seller nor any of its Affiliates shall have any obligation to provide any representations, warranties, assurances or opinions to any Person as to the accuracy or completeness of any information made available to any Financing Source, potential lender, equity or other investors, rating agencies, Governmental Entity or any other Person, and, except for the rights of the Buyer Indemnified Persons pursuant to Section 7.2(a)(i) (subject to the limitations set forth in this Agreement), Seller shall have no Liability or obligation with respect to any information provided pursuant to this Section 5.24 or otherwise in connection with the Financing or any Additional Financing. (c) Notwithstanding Sections 5.24(a) and 5.24(b), Buyer acknowledges and agrees that the Company to pay any commitment or other feesshall not, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business be obligated to incur any Liability or operations of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree commitment to any change third-party under or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting in connection with the Financing or any description of all or any component of the Financing (it being understood that the Company Additional Equity Financing. Buyer shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of Seller and the Company and any of its their respective officers, directors, employees, Affiliates and their Representatives agents from and against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) all Liabilities suffered or settlement payment incurred as a result of, by them under or in connection with, any cooperation provided for in this Section 5.14 or with the Financing and or any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraudAdditional Equity Financing. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.

Financing Cooperation. (ai) The Company shallagrees to, and shall cause the its Subsidiaries of the Company to, (i) and shall use its reasonable best efforts to cause its and their representatives to, provide commercially reasonable assistance with the preparation of to Parent and any discussions regarding the businessMerger Sub, financial statementsat Parent’s sole expense, projections, and management discussion and analysis of the Company and the Subsidiaries of the Company, all for use in connection with any debt financing to be obtained such cooperation reasonably requested by Parent in connection with the Merger arrangement of the Financing (which for purposes of this Section 7.14 shall be deemed to include the “Alternative Financing”), including, without limitation, (A) participation by officers and employees of the Company in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and ratings agencies, (B) (1) furnishing Parent and its Financing Sources as promptly as practicable with (x) audited consolidated balance sheets as of October 2, 2009 and October 1, 2010 and related audited statements of income, stockholders’ equity and comprehensive income and cash flows of the Company and its Subsidiaries, for each of the years in the three-year period ended October 1, 2010, no later than December 15, 2010 and (y) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries, for each fiscal quarter ended after the date hereof but at least forty (40) days before the Closing Date, and comparable prior year periods, no later than such unaudited financial information is required to be filed by the Company under the Exchange Act (without giving effect to any extension period), and (ii2) request furnishing all financial statements, business and other financial data, audit reports and other information regarding the Company and its Subsidiaries of the type and for the time periods that would be required by Regulation S-X and Regulation S-K promulgated under the Securities Act for a registered public offering of debt securities of the Company (provided that Parent shall be responsible for the preparation, with the assistance of the Company and its independent accountants, of pro forma financial statements), to the extent the same is of the type and form customarily included in an offering memorandum, private placement memorandum, and similar documents for private placements of high-yield bonds under Rule 144A promulgated under the Securities Act, including audits thereof to the extent so required (which audits shall be unqualified, except to the extent set forth in Section 1.1 of the Company Disclosure Letter), or otherwise necessary to receive from the Company’s independent accountants provide customary “comfort” (including “negative assurance” comfort) with respect to the financial information to be included in such offering memorandum (all such information in this clause (B), collectively, the “Required Information”), (C) assisting Parent and Merger Sub and the Financing Sources in the preparation of any offering documents, lender and investor presentations, rating agency presentations, marketing materials, private placement memoranda, bank information memoranda (including the delivery of customary representation and authorization letters) and similar documents for the Financing (all such documents and materials, the “Offering Documents”), (D) assisting in negotiation of definitive documents as may be reasonably requested by Parent, (E) entering into such definitive financing documents and such other customary documents as may be reasonably requested by Parent, including officers certificates and a certificate of the chief financial officer of the Company with respect to solvency matters and including requesting customary legal opinions from outside counsel; provided that no obligation of the Company or any Subsidiaries of the Company under any agreement, document or pledge shall be operative until the Effective Time, (F) facilitating the pledging of collateral (including entering into mortgages and leasehold mortgages and all other documentation reasonably required for any real property related financing, if reasonably requested) and removal of Liens, provided that no pledge or removal of Liens shall be operative until the Effective Time, (G) cooperating to permit the prospective lenders involved in the Financing to evaluate and assess the assets of the Company and its Subsidiaries for the purpose of establishing collateral arrangements to the extent customary and reasonable, (H) obtaining assistance and cooperation of its accountants, including participating in a reasonable assistance number of drafting and accounting due diligence sessions and providing consents for the use of their reports in materials related to the Financing or Alternative Financing and comfort letters, and providing such accountants with any documentation requested by them in connection therewith, (I) using reasonable best efforts to obtain surveys, consents, approvals, authorizations, environmental assessments and title insurance (including by providing such affidavits and non-imputation endorsements in connection therewith) as reasonably requested by Parent, (J) adopting all customary Company Board resolutions and consents, subject to the occurrence of the Closing, necessary to permit the consummation of the Debt Financing, (K) obtaining customary payoff letters, Lien terminations and customary instruments of discharge and termination in full of all indebtedness and Liens, as reasonably requested, (L) using reasonable best efforts to assist Parent in connection obtaining corporate and facilities ratings for the Debt Financing, and (M) furnishing Parent and the Financing Sources promptly, and in any event at least five (5) days prior to the Closing Date, with providing customary comfort letters all documentation and other information required by Governmental Entities with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Financing; provided, further, provided that nothing such logos are used in this Agreement shall require a manner that is not intended to harm or disparage the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause their marks; (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): 7.14(c)), (iA) nothing in this Agreement (including this Section 5.147.14(c)) shall require any such cooperation to the extent that it would (1) require the Company or any of its Subsidiaries or representatives, as applicable, to waive or amend any terms of this Agreement or agree to pay any commitment commitment, consent or other fees, fees or reimburse any expenses prior to the Effective Time, or otherwise incur any liabilities liability or obligation or give any indemnities prior to that is not contingent upon the ClosingEffective Time, (2) unreasonably interfere with the ongoing business or operations of the Company or any of the Subsidiaries of the Companyand its Subsidiaries, (3) require the Company or any of its Subsidiaries to take any action that will conflict with or violate the Subsidiaries Company’s organizational documents or any Laws or the Contracts governing the existing Indebtedness of the Company to enter into or approve any agreement result in the contravention of, or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would reasonably be effective prior expected to result in a violation or breach of, or default under, any Contract to which the ClosingCompany or any of its Subsidiaries is a party, or (4) require the Company to provide pro forma financial statements result in any officer or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries director of the Company or any of their respective boards of directors (or equivalent bodies) its Subsidiaries incurring any personal liability with respect to approve or authorize any matters relating to the Financing, and (iiB) no actionany bank information memoranda and high-yield offering memoranda required in relation to the Debt Financing, liability other than representation letters and authorization letters as required by Section 7.14(c)(i)(C), need not be issued by the Company or obligation any of its Subsidiaries and shall contain disclosure and pro forma financial statements reflecting the Surviving Corporation and/or its Subsidiaries as the obligor; (iii) Subject to the limitations in Section 7.14(c)(ii), the Company shall, and shall cause its Subsidiaries to, use its and their reasonable best efforts to cause its and their representatives to, at the sole expense of Parent, provide all cooperation reasonably requested by Parent in connection with any payment, purchase (pursuant to tender offer or otherwise), redemption, defeasance, satisfaction and/or discharge of any outstanding Indebtedness of the Company or any Subsidiary in connection with the transactions contemplated hereby, including, without limitation, (x) the prepayment or discharge of any obligations owed by the Company and any Affiliate pursuant to the Company Existing Credit Facility and any related loan document (subject to and conditioned upon the Closing), or (y) commencing, as soon as reasonably practicable following a request from Parent to do so, offers to purchase, and any related consent solicitations with respect to, any outstanding Indebtedness evidenced by indentures ("Note Indebtedness") on the terms and conditions reasonably specified by Parent but to be conditioned upon the Closing, which terms and conditions (other than the condition that the Closing is consummated) shall be amended or waived as directed by Parent (collectively, the "Debt Offers"); not making any changes to the terms of the Debt Offers, or waiving any of the conditions thereto, without the prior written consent of Parent; preparing appropriate documentation (including offers to purchase and consent solicitation statements, related letters of transmittal, and other related documents) relating to any obligation to pay Debt Offers, with the assistance of Parent, and amending or supplementing any commitment or other fees or reimburse any expenses) of such documentation if the Company, any of its Subsidiaries or Parent shall determine that such amendment or supplement is required so that such documentation 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 Subsidiaries statements therein, in light of the circumstances under which they were made, not misleading (and notifying Parent of any event or condition giving rise to such determination); providing Parent and its legal counsel a reasonable opportunity to review and have their respective comments incorporated into any documentation related to any Debt Offer; entering into appropriate supplemental indentures with respect to the amendments to the indentures contemplated by the Debt Offers and providing such other documentation, including opinions and certificates, as may be required in connection therewith (provided that no such supplemental indenture shall become operative until all conditions to the applicable Debt Offer have been satisfied or waived); engaging one or more dealer managers, information agents, depositaries and other agents, as selected by Parent and reasonably acceptable to the Company, and entering into customary documentation in connection therewith (including a customary dealer manager agreement); and complying with the requirements of Rule 14e-1 under the Exchange Act and any other applicable Law in connection with any Debt Offer; or, at the option of Parent, in lieu of any of the Debt Offers, effecting a redemption, covenant defeasance or a satisfaction and/or discharge of any Note Indebtedness pursuant to the terms of the applicable indenture (subject to and conditioned upon the Closing); provided, that Parent or the Surviving Corporation shall fund any such purchase pursuant to any Debt Offer or any of their respective Representatives under any certificateredemption, agreement, arrangement, document defeasance or instrument relating to the Financing shall be effective until the Closingsatisfaction and/or discharge. (civ) Parent shall (i) shall, promptly upon request from the Company, reimburse the Company for all reasonable and documented out-of-pocket costs or expenses (and costs, including reasonable fees of outside accountants and documented costs and expenses of counsel and accountants) outside legal counsel, to the extent incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any the Company’s or its Subsidiaries' cooperation provided for in under this Section 5.147.14. Parent and Merger Sub shall, on a joint and (ii) several basis, indemnify and hold harmless the Company, the Subsidiaries of the Company Related Parties and any of their respective Affiliates and its and their Representatives respective representatives from and against any claimand all losses, lossdamages, damageclaims, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost costs or expenses suffered or incurred by any of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or them in connection withwith the Financing, any cooperation provided for in actions taken pursuant to this Section 5.14 or the Financing 7.14, and any information used utilized in connection therewith, unless except with respect to any losses, damages, claims, costs or expenses to the extent resulting from or by reason of information provided by or at the direction of the Company, the Company acted in Related Parties or any of their respective Affiliates or to the extent that such losses, damages, claims, costs or expenses, directly or indirectly, resulted from or arose out of the willful misconduct, bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one Related Parties or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Timetheir respective Affiliates.

Financing Cooperation. (a) The Company shallPrior to the Closing, and shall cause the Subsidiaries of the Company to, (i) provide commercially reasonable assistance with the preparation of and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Subsidiaries of Seller will, and will cause the Company’s Subsidiaries and Advisors to, all for use in connection their reasonable best efforts to, cooperate with any debt financing to be obtained by Parent Buyer and its Advisors in connection with the Merger marketing, arrangement and/or syndication of the Debt Financing, including using reasonable best efforts to: (i) facilitate the “execution and delivery of customary definitive financing documentation, including pledge, collateral and security documents, effective following the Closing, on the terms and conditions contemplated by the Debt Letters and/or the other definitive documentation with respect to the applicable Debt Financing”; (ii) deliver to Buyer: (A) the financial statements described in Section 2.02(l), and (iiB) request that its unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for each subsequent fiscal quarter ended at least forty-five (45) days before the Closing Date (other than any fourth fiscal quarter of the Company), together with financial statements for the comparative quarter in the prior fiscal year, on a consolidated basis in accordance with GAAP, which quarterly financial statements, in each case, shall have been reviewed by the Company’s independent accountants pursuant to the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial statements (the financial statements described in clauses (A) and (B), the “Required Financing Information”); (iii) provide to Buyer reasonably available information relating to, and otherwise reasonably assist Buyer in preparing, customary and reasonable assistance pro forma financial statements meeting the requirements applicable to Parent the pro forma financial statements of the Buyer to be filed by the Buyer with the SEC on Form 8-K in connection with providing the Transactions; provided that, nothing in this Section 6.10 shall require Seller or the Company, or their respective Subsidiaries or Advisors, to prepare financial statements complying with FASB Accounting Standards Codification Topic 606 (Revenue from Contracts with Customers); (iv) (A) update any Required Financing Information provided to Buyer as necessary so that the Required Financing Information for the most recent period provided would not be deemed stale under customary practices for registered public offerings of debt securities and are in a form sufficient to permit the Company’s independent accountants to issue customary comfort letters in connection with the applicable Debt Financing; provided, furtherincluding as to customary negative assurances and change period, that nothing in this Agreement shall require order to consummate any offering of debt securities of the Buyer on any day prior to the Closing Date and (B) as promptly as practicable, inform Buyer if the chief executive officer, chief financial officer, treasurer or controller of the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate member of the Company’s board of directors shall have actual knowledge of any facts as a result of which a restatement of any Required Financing Information to solvency comply with GAAP is probable or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amendedactive consideration, or any financial information if the Required Financial Information would otherwise fail to be in a form not (i) sufficient to permit the Company’s independent accountants to issue the comfort letters described in clause (A) or (ii) meeting the requirements applicable to acquired company financial statements to be filed by Buyer with the SEC on Form 8-K in connection with the Transactions; (v) request that the Company’s independent accountants provide, and use reasonable best efforts to cause them to provide, customary comfort letters (including customary “negative assurance” comfort) and consents for use of their reports, on customary terms and consistent with their customary practice in connection with the applicable Debt Financing; (vi) make appropriate officers available to participate in a reasonable number of sessions with rating agencies (to the extent necessary), information meetings and road shows, in each case, to the extent customarily prepared required for financings of the type contemplated by the Company Debt Financing and upon reasonable advance notice and at mutually agreeable dates and times; (vii) reasonably assist Buyer and its Advisors with respect to any period or the preparation of customary materials for a bank information memorandum, prospectus, offering memorandum, investor presentation, lender presentation and/or similar offering documents and customary rating agency presentations for the Debt Financing; (3viii) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five furnish at least four (454) days Business Days prior to the date Closing Date all customary information regarding the Company and each of such requestits Subsidiaries that is requested in writing and 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 Patriot Act, to the extent requested in writing by Debt Financing Sources at least ten (10) Business Days prior to the Closing Date; (ix) cooperate reasonably with any customary due diligence investigation of the Company and its Subsidiaries in connection with the Debt Financing, including participation in due diligence sessions (and including requesting that the Company’s independent accountants participate in accounting due diligence sessions) upon reasonable advance notice and at mutually agreeable times; and (x) take all customary corporate actions, subject to the occurrence of the Closing, reasonably requested by Buyer and necessary to permit the consummation of the Debt Financing. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): 6.10, neither the Company nor any of its Subsidiaries shall be required to take or permit the taking of any action that would (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or its Subsidiaries, (ii) cause any representation or warranty in this Agreement to be breached by the Company or any of the Subsidiaries of the Companyits Subsidiaries, (3iii) require the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other expense, liability or obligation in connection with the Subsidiaries Debt Financing, that would not be reimbursed by Buyer, (iv) cause any director, officer or employee of the Company or any of its Subsidiaries to enter into incur any personal liability, (v) conflict with the organizational documents of the Company or approve any agreement of its Subsidiaries or other documentation effective prior any Laws, (vi) result in the contravention of, or that could result in a violation or breach of, or a default (with or without notice, lapse of time, or both) under, any contract or agreement, (vii) provide access to or disclose information that the Closing Company or agree to any change of its Subsidiaries determines would jeopardize any attorney-client privilege of the Company or modification any of its Subsidiaries, (viii) authorize any existing agreement corporate action of the Company or other documentation any of its Subsidiaries that would be become effective and operative prior to the Closing, (4ix) require the Company, its Subsidiaries or any Persons who are directors of the Company or its Subsidiaries to pass resolutions or consents to approve or authorize the execution of the Debt Financing, (x) require the Company or any of its Subsidiaries to provide enter into any instrument or agreement with respect to the Debt Financing that is effective prior to the occurrence of the Closing or that would be effective if the Closing does not occur, (xi) require the Company or any of its Subsidiaries to prepare any projections or pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood provided, that the Company shall use reasonable best efforts actions to assist in with the preparation of pro forma financial adjustments statements may be required to the extent otherwise relating to the Company and required by the Financingprovided in Section 6.10(a)(iii), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6xii) require deliver or cause to be delivered any opinion of counsel in connection with the CompanyDebt Financing. (c) Buyer shall indemnify and hold harmless Seller, the Company and each of its Subsidiaries and their respective pre-Closing directors, officers, employees and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including reasonable attorney’s fees) interest, awards, judgments and penalties of any kind imposed on, sustained, incurred or suffered by, or asserted against, any of them, directly or indirectly, relating to, arising out of or resulting from the Subsidiaries arrangement of the Debt Financing, any cooperation pursuant to this Section 6.10 and/or the provision of information utilized in connection therewith, except to the extent any of the foregoing arise out of the willful breach or Fraud of the Company or any of their respective boards of directors (its Subsidiaries, whether or equivalent bodies) to approve not the Transactions are consummated or authorize the Financingthis Agreement is terminated. Buyer shall, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of promptly upon written demand by the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or and expenses (including reasonable attorneys’ fees and documented costs and expenses of counsel and accountantsexpenses) incurred by the Company the or its Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.146.10, and (ii) indemnify and hold harmless whether or not the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) Transactions are consummated or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraudAgreement is terminated. (d) Without limiting The Company hereby consents to the generality reasonable use of its and its Subsidiaries’ trademarks, service marks and logos in connection with the marketing, syndication and underwriting of the foregoing, promptly following Parent’s request, the Company shall deliver to each Debt Financing or consummation of an offering of equity or equity-linked securities in replacement of all or any portion of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan DocumentsDebt Financing; provided, that no such modificationstrademarks, waivers service marks and logos are used solely in a manner that is not intended to or changes shall be effective prior reasonably likely to harm, disparage or otherwise adversely affect the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. (e) Buyer expressly acknowledges and agrees that (i) obtaining the Debt Financing is not a condition to the Effective TimeClosing and (ii) notwithstanding anything contained in this Agreement to the contrary, Buyer’s obligations hereunder are not conditioned in any manner upon Buyer obtaining the Debt Financing, or any other financing. In the event the Debt Financing has not been obtained, Buyer will continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in ARTICLE VIII or the termination of this Agreement in accordance with ARTICLE IX, to consummate the Transactions.

Financing Cooperation. (a) The Company shall, and shall cause its Subsidiaries to, and shall cause its and their Representatives to, provide all cooperation reasonably requested by Parent in connection with financing arrangements (including, without limitation, 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 Subsidiaries completion of the Company to, Merger or the other transactions contemplated hereby. Such cooperation shall include (i) provide commercially participating in a reasonable number of meetings, presentations and due diligence sessions in connection with such financing arrangements, (ii) providing reasonable and timely assistance with the preparation of materials for presentations, offering memoranda, prospectuses and similar documents required in connection with such financing arrangements (including relating to the preparation of pro forma financial statements), (iii) as promptly as reasonably practical, and in any event at least 20 days prior to the Closing Date, furnishing Parent and any discussions regarding of its financing sources with (A) audited consolidated balance sheets and related audited consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the business, financial statements, projections, and management discussion and analysis three most recently completed fiscal years of the Company and the Subsidiaries of the Company, all for use in connection with any debt financing to be obtained by Parent in connection with the Merger ended at least sixty (the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (4560) days prior to the date Closing Date, in each case, prepared in accordance with GAAP applied on a basis consistent with that of such request. the most recent fiscal year and (bB) Notwithstanding anything unaudited consolidated balance sheets and related condensed consolidated statements of operations, comprehensive income, changes in equity and cash flows (in each case, subject to normal year-end adjustments and absence of footnotes) for the Company for each subsequent fiscal quarter ended at least forty (40) days prior to the contrary contained Closing Date (other than the fourth fiscal quarter of any fiscal year), in this Agreement each case, prepared in accordance with GAAP and reviewed by the Company’s independent public accountants, and (C) any other information regarding the Company and its Subsidiaries that Parent may reasonably request in connection with the arrangement or execution of the Financing, (iv) obtain customary authorization letters, comfort letters and accountants’ consent letters as may be requested by Parent, and (v) to the extent requested in writing at least ten (10) Business Days prior to the Closing, delivering at least three Business Days prior to the Closing all documentation and other information with respect to the Company and its Subsidiaries that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including this Section 5.14): the USA PATRIOT Act. Notwithstanding the foregoing, the Company and its Subsidiaries and their respective Representatives shall not be required to enter into any letter, certificate, document, agreement or instrument (iother than customary authorization and representation letters) that will be effective prior to the Closing and nothing in this Agreement (including this Section 5.145.14(a) shall require any (x) such cooperation to the extent that it would (1) require disrupt unreasonably the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or any of the its Subsidiaries or require any of the Companythem to take any actions that would reasonably be expected to violate applicable Law, contract or Organizational Documents, (3y) require the board of directors or similar governing body of the Company or any of the Subsidiaries Subsidiary of the Company to enter into or approve adopt resolutions approving any letter, certificate, document, agreement or instrument (other documentation than customary authorization and representation letters to the extent necessary) that will be effective prior to the Closing or agree (z) the Company or any of its Subsidiaries to incur any change or modification of any existing agreement or other documentation that would be effective liability prior to the ClosingClosing for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent. It is understood and agreed that a failure to consummate a financing of the type described in the first sentence of this Section 5.14(a) shall not, (4) require in and of itself, constitute a failure by the Company to provide pro forma financial statements or pro forma adjustments reflecting satisfy its obligations under this Section 5.14(a). (b) The Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to, as soon as reasonably practicable after (and not prior to) the Financing or any description receipt of a written request from Parent to do so, on the terms and conditions specified by Parent and in compliance with all or any component applicable terms and conditions of the Financing applicable Company Debt Agreement, seek an amendment or amendments to any of the Company Debt Agreements or pursue any approach chosen by Parent to the assumption, defeasance, satisfaction and discharge, constructive satisfaction and discharge, refinancing, repayment, repurchase, redemption, termination, amendment, guarantee, purchase, unwinding or other treatment of, the Company Debt Agreements and the indebtedness incurred pursuant thereto, in each case, subject to the occurrence of the Closing (it being understood that any such transaction, a “Debt Transaction”). The Company shall not be required to take any action in respect of any Debt Transaction until Parent shall have provided the Company with drafts of any necessary documentation required in connection with such Debt Transaction in a form reasonably satisfactory to the Company (collectively, the “Debt Transaction Documents”) at least three (3) Business Days prior to the date of such requested action. The Company shall use reasonable best efforts to, and shall cause its Subsidiaries to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company to, cause its and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under to provide cooperation and assistance reasonably requested by Parent in connection with the Debt Transactions (including taking all corporate action reasonably necessary to authorize the execution and delivery of any certificateDebt Transaction Documents to be entered into prior to Closing and delivering all officer’s certificates and legal opinions required to be delivered in connection therewith); provided, agreementthat the effectiveness of any such Debt Transaction Documents or, arrangementin the case of a notice of prepayment or redemption, document such prepayment or instrument relating to the Financing redemption, shall be effective until expressly conditioned on the Closing. (c) All material non-public or otherwise confidential information regarding the Company obtained by Parent or any of their respective Representatives pursuant to Section 5.14(a) shall be kept confidential in accordance with the Confidentiality Agreement; provided that the Company agrees that Parent may share non-public or otherwise confidential information with the rating agencies and actual or potential financing sources if the recipients of such information agree to customary confidentiality arrangements, including customary “click through” confidentiality agreements and confidentiality provisions contained in customary bank books and offering memoranda. Parent shall indemnify, defend and hold harmless the Company and its Affiliates, and its and their respective pre-Closing trust managers, directors, officers, employees, agents, representatives and professional advisors, from and against any liability, obligation or loss suffered or incurred by them in connection with any cooperation provided under Section 5.14(a) and any information utilized in connection therewith, except in the event such liabilities, obligations or losses arose out of or result from (iA) information furnished in writing by or on behalf of the Company, its Subsidiaries or its or their respective Affiliates or Representatives for use in connection with the debt financing, (B) the bad faith, gross negligence or willful misconduct by the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives or (C) the material breach by the Company or its Subsidiaries of its or their obligations under this Agreement (clauses (A) through (C) collectively, the “Indemnity Exceptions”). Parent shall, promptly upon request by the Company, reimburse the Company and its Subsidiaries and Representatives for all reasonable reasonable, documented and invoiced out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) actually incurred by the Company the or its Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for under Section 5.14(a) (including reasonable and documented out-of-pocket auditor’s and attorneys’ fees and expenses, but excluding the costs of the Company’s preparation of its annual quarterly and financial statements and any other information or data and excluding costs arising out of or resulting from the Indemnity Exceptions). The Company shall, and shall cause its Subsidiaries to deliver all notices and take all other actions to facilitate the termination at the Effective Time of all commitments in this Section 5.14respect of each of the Company Credit Facility and any other indebtedness of the Company or its Subsidiaries to be paid off, discharged and terminated on the Closing Date as specifically requested by Parent in writing, the repayment in full on the Closing Date of all obligations in respect of the indebtedness thereunder, and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection therewith. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use reasonable best efforts to deliver to Parent (i) at least 10 Business Days prior to the Closing Date (or such short period as agreed by Parent), a draft payoff letter with respect to each of the Company Credit Facility and (to the extent requested by the Parent to the Company in writing) any other indebtedness (including mortgages) of the Company or its Subsidiaries to be paid off, discharged and terminated on the Closing Date and (ii) indemnify at least one Business Day prior to the Closing Date, an executed payoff letter with respect to each of the Company Credit Facility (the “Payoff Letters”) and hold harmless such other indebtedness (including mortgages) of the CompanyCompany or its Subsidiaries to be paid off, discharged and terminated on the Subsidiaries Closing Date, in each case in form and substance customary for transactions of this type, from the Persons (or the applicable agent on behalf of the Persons) to whom such indebtedness is owed, which Payoff Letters together with any related release documentation shall, among other things, (x) include the payoff amount (including customary per diem) and (y) provide that Liens (and guarantees), if any, granted in connection with the Company Credit Facility or any such other indebtedness of the Company to be paid off, discharged and terminated on the Closing Date relating to the assets, rights and properties of the Company and any its Subsidiaries securing or relating to such indebtedness, shall, upon the payment of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than amount set forth in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one applicable Payoff Letter at or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time, be released and terminated.

Financing Cooperation. (a) The Company shallPrior to the Closing, and Seller shall cause the Transferred Subsidiaries of the Company to, (i) provide commercially reasonable assistance with the preparation of and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Subsidiaries of the CompanyBusiness to use reasonable best efforts (including instructing their respective legal, all for use in connection with any debt financing accounting and other advisors) to be obtained provide to Parent and Buyer, at Parent’s and Buyer’s sole cost and expense, cooperation reasonably requested by Parent and/or Buyer that is necessary in connection with the Merger arrangement of the Debt Financing, including using reasonable best efforts to (i) furnish to the Debt Financing Sources financial and other information with respect to the Business, the Transferred Assets and the Transferred Subsidiaries, including all financial information required pursuant to Section 3(a) and (b) of Annex V of the Debt Commitment Letter (which financial information shall have been reviewed by the Transferred Subsidiaries’ independent accountants and shall, in the case of such financial information for the period ending June 30, 2016, be delivered no later than September 6, 2016) #88639600v31 which shall in any event be recent enough for the independent accountants that have audited or reviewed, as applicable, such financial statements to provide customary “Financing”negative assurance” in the comfort letter referred to below with respect to the period following the latest balance sheet included therein throughout the Marketing Period and (y) all information required for the Parent or the Buyer to prepare the pro forma financial statements and forecasts required pursuant to Section 3(c) and (d) of Annex V of the Debt Commitment Letter and information that is of the type and form required under Regulation S-X and Regulation S-K under the Securities Act and customarily included in a private placement of non-convertible debt securities pursuant to Rule 144A promulgated under the Securities Act (in each case assuming that such offering of non-convertible debt securities were consummated at the same time during the Transferred Subsidiaries’ fiscal year as such offering of non-convertible debt securities will be made as contemplated by the Debt Financing Commitment) (which, for the avoidance of doubt, shall not include financial statements and information required by Rules 3-09, 3-10 and 3-16 of Regulation S-X, the Compensation Discussion and Analysis or other information required by Item 402 of Regulation S-K and the executive compensation and related person disclosure rules related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A), and (ii) request that its independent accountants provide customary participate in a reasonable number of lender presentations, due diligence sessions, road shows and reasonable assistance to Parent in connection sessions with providing customary comfort letters rating agencies in connection with the arrangement of the Debt Financing, (iii) assist in the preparation of (A) any offering documents, private placement memoranda, bank information memoranda (including the delivery of customary representation letters as contemplated by the Debt Financing Commitment) and similar documents and (B) materials for rating agency presentations, (iv) obtain accountant’s comfort letters reasonably requested by Parent or Buyer and customary for financings similar to the Debt Financing and consents from accountants for the inclusion of annual and quarterly historical financial statements (or reports thereon) that may be required to be included in any securities filings or offering memoranda for the Debt Financing (the documents described in clauses (i), (iii) and (iv), the “Marketing Material”), (v) cooperate with the marketing efforts of Parent or Buyer and the Debt Financing Sources, (vi) cause the Transferred Subsidiaries to enter into such agreements, and deliver such officer’s certificates, as are customary in financings similar to the Debt Financing and as are, in the good faith determination of the persons executing such officer’s certificates, accurate, and agreeing to pledge, grant security interests in, and otherwise grant liens on, the Transferred Assets and/or the assets of the Transferred Subsidiaries pursuant to such agreements as may be reasonably requested; provided, furtherin the case of this clause (vi), that nothing (A) none of the documents or certificates shall be executed and/or delivered except in this Agreement shall require connection with the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii)Closing, (2B) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amendedeffectiveness thereof shall be conditioned upon, or any financial become operative after, the Closing and (C) no Liability shall be imposed on Seller or the officers or employees involved, (vii) cooperate with the Parent or Buyer and Debt Financing Sources in completing a field examination and inventory appraisal, (viii) provide all documentation and other information that the Debt Financing Sources have reasonably determined 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, in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-each case, at least five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities Business Days prior to the Closing, to the extent reasonably requested in writing at least 10 Business Days prior to the Closing and (2ix) cooperate, and use commercially reasonable efforts to cause any relevant third parties to cooperate, with respect to the termination, replacement or backstop of any outstanding letters of credit issued for the account of the Transferred Subsidiaries. Notwithstanding the foregoing, (x) such requested cooperation shall not unreasonably interfere with the ongoing business or and #88639600v31 operations of the Company Seller or its Affiliates and (y) none of Seller or any of the Subsidiaries of the Companyits Affiliates or their respective officers, (3) require the Company directors or any of the Subsidiaries of the Company employees shall be required to execute or enter into or approve perform any agreement agreement, pledge or other documentation effective prior grant with respect to Transferred Assets or the Transferred Subsidiaries in connection with the arrangement of the Debt Financing Commitment that is not contingent upon the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing. The Seller hereby consents, (4) require on behalf of itself and the Company Transferred Subsidiaries, to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component reasonable use of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries logos of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Transferred Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation the Debt Financing; provided for that such logos are used solely in this Section 5.14, and (ii) indemnify and hold harmless a manner that is not intended to or reasonably likely to harm or disparage the Company, the Transferred Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraudSeller. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.

Financing Cooperation. (a) The Company shall, and shall cause its Subsidiaries to, and shall cause its and their Representatives to, use reasonable best efforts to provide all cooperation reasonably requested by Parent, or as Parent may reasonably determine necessary or advisable, in connection with financing arrangements (including, without limitation, assisting in the Subsidiaries arrangement of new financing arrangements (including the Financing) and any assumptions, guarantees, amendments, supplements, modifications, refinancings, replacements, repayments, redemptions, terminations or prepayments of existing financing arrangements of Parent or the Company or their respective subsidiaries) to fund the cash portion of the Merger Consideration, the completion of the Merger or the other transactions contemplated hereby or to be consummated in connection therewith and the payment of related fees and expenses. Such cooperation shall include, without limitation, (A) furnishing Parent and any of its Financing Sources with (i) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows for the Company for the fiscal quarter ended June 30, 2017 and each subsequent fiscal quarter (other than the fourth fiscal quarter in any fiscal year) ended after the close of its most recent fiscal year and at least forty (40) days prior to the Closing Date (with respect to which independent auditors have performed a SAS 100 review) and (ii) in the event that the Closing Date occurs on a date that is more than sixty (60) days following December 31, 2017, audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows for the fiscal year ended December 31, 2017, in each case prepared in accordance with GAAP and (B) using reasonable best efforts to (i) cause management teams of the Company toor its Subsidiaries, (i) with appropriate seniority and expertise, upon reasonable notice, to participate in, and provide commercially reasonable and timely assistance with the preparation of materials for, meetings, due diligence and drafting sessions, rating agency presentations and road shows, if any, related to such financing arrangements; (ii) provide information with respect to the Company and its Subsidiaries reasonably requested by Parent or any of its Financing Sources to facilitate such financing arrangements, including reasonably assisting Parent in connection with the preparation of pro forma financial information and financial statements to be included in any Offering Document; (iii) as promptly as practical upon the reasonable request of Parent, furnish Parent and any discussions regarding of its Financing Sources with such financial and other information reasonably requested by Parent relating to the businessCompany or its Subsidiaries that is customary or reasonably required for the preparation of the Offering Documents; (iv) assist in the preparation of SEC filings to be made by Parent, financial statementsoffering memoranda, projectionsprivate placement memoranda, prospectuses, bank confidential information memoranda, syndication materials, rating agency presentations and management discussion and analysis similar documents required in connection with such financing arrangements (“Offering Documents”); (v) (x) cause Ernst & Young LLP or other relevant accountants of the Company and its Subsidiaries to provide assistance and cooperation to Parent, including using reasonable best efforts to (1) cause their participation in drafting sessions and accounting due diligence sessions and assistance in the Subsidiaries preparation of any pro forma financial statements referred to in clause (B)(ii) above, (2) cause them to provide customary consents to use their audit reports on the consolidated financial statements of the Company, all for use Company as required in any Offering Documents or in connection with any debt filings made with the SEC or pursuant to applicable law, and (3) cause them to provide any customary comfort letters (including “negative assurance” comfort) in connection with any such financing arrangements and (y) cooperate with Parent’s legal counsel in connection with any legal opinions that such counsel may be required to deliver in connection with such financing arrangements; (vi) cooperate with any due diligence, to the extent customary and reasonable; (vii) in connection with any such financing arrangements, provide customary authorization letters authorizing the distribution of information provided by the Company to prospective lenders, subject to customary confidentiality undertakings by such prospective lenders with respect thereto, and containing customary representations that such information does not contain a material misstatement or omission and that the “public side” versions of any Offering Documents only include information about the Company that is public information or information that is not material to the Company or its Subsidiaries or its or their securities; (viii) furnish promptly, and in any event at least four (4) Business Days prior to the Closing Date (to the extent requested within nine (9) Business Days prior to the Closing Date), all documentation and other information required by any Governmental Authority or as reasonably requested by any Financing Source under applicable “know your customer,” anti-bribery and anti-money laundering rules and regulations, including the PATRIOT Act, the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd 1 et seq., and economic sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department; (ix) in connection with such financing arrangements, execute and deliver any definitive financing documents, including any necessary pledge and security documents, as reasonably requested by Parent and otherwise facilitating the pledging of collateral in connection with such financing arrangements, including taking reasonable actions necessary to permit the applicable Financing Sources to evaluate the Company’s and its Subsidiaries’ assets, inventory, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements (including establishing bank and other accounts and blocked account and control agreements in connection with the foregoing); and (x) cause the taking of any corporate, limited liability company or partnership actions, as applicable, by the Company or its Subsidiaries reasonably necessary to permit the completion of such financing arrangements, subject to the occurrence of the Closing. (b) The Company shall, and shall cause its Subsidiaries to, as soon as reasonably practicable after (and not prior to) the receipt of a written request from Parent to do so, on the terms and conditions specified by Parent and in compliance with all applicable terms and conditions of the applicable Company Debt Agreement, use reasonable best efforts to seek an amendment or amendments to any of the Company Debt Agreements or pursue any approach chosen by Parent to the assumption, defeasance, satisfaction and discharge, constructive satisfaction and discharge, refinancing, repayment, repurchase, redemption, termination, amendment, guarantee, purchase, tender, exchange or other treatment of, the Company Debt Agreements and the indebtedness incurred pursuant thereto, in each case, subject to the occurrence of the Closing (any such transaction, a “Debt Transaction”). The Company shall not be obtained required to take any action in respect of any Debt Transaction until Parent shall have provided the Company with drafts of the necessary legal documentation required in connection with such Debt Transaction (collectively, the “Debt Transaction Documents”), and the Company and its legal counsel shall have had a reasonable opportunity to review and comment on the Debt Transaction Documents. The Company shall, and shall cause its Subsidiaries to, cause its and their respective Representatives to use reasonable best efforts to provide cooperation and assistance reasonably requested by Parent in connection with the Merger Debt Transactions (including taking all corporate action reasonably necessary to authorize the “Financing”), execution and (ii) request that its independent accountants provide customary delivery of any Debt Transaction Documents to be entered into prior to Closing and reasonable assistance delivering all officer’s certificates and legal opinions required to Parent be delivered in connection with providing customary comfort letters in connection with the Financingtherewith (such corporate action, execution and delivery not to be unreasonably withheld, delayed or conditioned)); provided, further, provided that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent Debt Transaction Documents that it would (1) require the amend any Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective Debt Agreement prior to the Closing or agree to any change or modification of any existing agreement or other documentation Date shall provide that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective such amendments are not operative until the Closing. (c) The Company shall, and shall cause its Subsidiaries to, after (and not prior to) the receipt of a written request from Parent to do so, use reasonable best efforts to deliver all notices and take all other actions to facilitate the termination at the Closing of all commitments in respect of each of the Company Credit Agreement, the Rice Midstream Holdco Credit Agreement and the Rice MLP Credit Agreement, the repayment in full on the Closing Date of all obligations in respect of the indebtedness thereunder, the release on the Closing Date of any Encumbrances securing such indebtedness and guarantees in connection therewith, and, with respect to any letters of credit outstanding thereunder, the cash collateralization thereof or the making of any alternate arrangements with respect thereto that are reasonably requested by Parent. In furtherance and not in limitation of the foregoing, after (and not prior to) the receipt of a written request from Parent to do so, the Company and its Subsidiaries shall use reasonable best efforts to deliver to Parent (i) promptly reimburse at least five (5) Business Days prior to the Closing Date, a draft payoff letter with respect to each of the Company for all reasonable Credit Agreement, the Rice Midstream Holdco Credit Agreement and out-of-pocket costs or expenses (including reasonable the Rice MLP Credit Agreement and documented costs and expenses any other indebtedness of counsel and accountants) incurred by the Company or its Subsidiaries to be paid off, discharged and terminated on the Closing Date and (ii) at least three (3) Business Days prior to the Closing Date, an executed payoff letter with respect to each of Company Credit Agreement, the Rice Midstream Holdco Credit Agreement and the Rice MLP Credit Agreement (the “Payoff Letters”), in each case in customary form and substance from the applicable agent on behalf of the Persons to whom such indebtedness is owed, which Payoff Letters together with any related release documentation shall, among other things, include the payoff amount and provide that Encumbrances (and guarantees), if any, granted in connection with the Company Credit Facilities or any other indebtedness of the Company or its Subsidiaries to be paid off, discharged and terminated on the Closing Date relating to the assets, rights and properties of the Company and its Subsidiaries securing or relating to such indebtedness, shall, upon the payment of the amount set forth in the applicable Payoff Letter at or prior to the Effective Time, be released and terminated. To the extent Parent has requested the termination of the commitments under the Company Credit Agreement, the Rice Midstream Holdco Credit Agreement or the Rice MLP Credit Agreement, Parent shall deposit, or cause to be deposited, funds with the applicable administrative agent no later than the Closing Date in an amount sufficient for such repayment. (d) The Company shall, and shall cause its Subsidiaries to, after (and not prior to) the receipt of a written request from Parent to do so, use reasonable best efforts to (i) issue one or more notices of optional redemption (and any updates thereto), which notices may be subject to one or more conditions specified by Parent, for all of the outstanding aggregate principal amount of each series of Company Notes pursuant to the applicable Company Notes Indenture in order to effect a redemption of the Company Notes on or after the Closing Date, and (ii) provide any other reasonable cooperation requested by Parent to facilitate the redemption of the Company Notes (and, if elected by Parent, the satisfaction and discharge of the Company Notes and the Company Notes Indentures substantially concurrently with the Closing) and the release of all guarantees in connection therewith, effective as of and conditioned upon the occurrence of the Closing Date (including delivering any legal opinions, notices, requests, order or certificates required to be delivered in connection with the Discharge). Parent shall deposit, or cause to be deposited, funds with the trustee for the applicable series of 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 Indentures. The redemption (or, if applicable, satisfaction and discharge) of the Company Notes and Company Notes Indentures pursuant to this Section 6.21(d) and the release of all guarantees in connection therewith, are referred to collectively as the “Discharge.” (e) Notwithstanding anything to the contrary in this Section 6.21, no action shall be required of the Company or its Subsidiaries pursuant to Section 6.21(a)-(d), 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 Subsidiaries prior to 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, other than certificates or legal opinions delivered at (or effective as of) the Closing Date, customary representation and authorization letters and, any officer’s certificate required to be delivered pursuant to the Company Notes Indenture in connection with any cooperation provided Discharge pursuant to Section 6.21(d); (v) require the Company or any Subsidiary to pay any commitment or other fee prior to the Closing Date for which it has not received prior reimbursement; (vi) 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 (without waiver of the covenant set forth in Section 6.21(a)(B)(ii)); 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. (f) 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 assisting in any financing arrangement pursuant to this Section 5.146.21 shall be paid or reimbursed by Parent, and (ii) and, in the event the Closing shall not occur, Parent shall indemnify and hold harmless the Company, the its Subsidiaries of the Company and any of its and their Representatives from and against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) all losses actually suffered or settlement payment incurred as a result of, or by them in connection withwith the arrangement or consummation of such financing arrangement, any cooperation provided for in this Section 5.14 except to the extent such losses arise out of or results from the Financing and any information used in connection therewithfraud, unless the Company acted in intentional misrepresentation, intentional breach, gross negligence, bad faith or with gross negligence and other than in the case willful misconduct of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each its Subsidiaries or any of its or their Representatives related to this Section 6.21, or from the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to information provided by the Company (an “Existing Loan Consent”), to (1) or its Subsidiaries for use in the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (Offering Documents or waivers under or other changes to) the Existing Loan Documents; provided, that no otherwise in connection with such modifications, waivers or changes shall be effective prior to the Effective Timefinancing arrangement.

Financing Cooperation. (a) The In connection with Parent’s financing in connection with the Transaction (including the Debt Financing) (the “Parent Financing”), prior to the Closing, the Company shallwill provide to Parent and Merger Sub, at Parent’s sole cost and shall cause expense, customary cooperation reasonably requested by Parent and Merger Sub that is necessary in connection with the Subsidiaries arrangement and consummation of the Company toParent Financing, including (in each case, to the extent reasonably requested): (i) provide commercially participating in a reasonable assistance number of meetings and due diligence sessions with the preparation sources of and any discussions regarding the business, financial statements, projections, and management discussion and analysis Parent Financing; (ii) (A) provide GAAP audited consolidated balance sheets of the Company and its Subsidiaries and related statements of income, stockholders’ equity and cash flows for the Subsidiaries three most recent fiscal years ended at least 60 days prior to the Closing Date and GAAP unaudited consolidated balance sheets of the CompanyCompany and its Subsidiaries and related statements of income, all stockholders’ equity and cash flows for use in connection with any debt financing each subsequent fiscal quarter ended at least 40 days prior to be obtained by Parent in connection with the Merger (Closing Date, which financial statements shall meet the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery requirements of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933Act, as amended, or without regard to any applicable grace periods allowed for therein and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registered statement under the Securities Act on Form S-3 and (B) as promptly as practicable, provide financial data relating to the Company and its Subsidiaries necessary to produce the pro forma financial statements and other pro forma financial data and financial information (including pro forma adjustments relating to the Transactions and, in a form not customarily prepared by any event, in accordance with S-X Article 11 and Regulation S-K required in registration statements filed with the Company with respect SEC on Form S-3 without giving effect to any grace period or for the timing of providing such financials, if any) required in order to satisfy the condition set forth in paragraph (3iii)) any financial information with respect of Exhibit B to a month or fiscal period that has not yet ended or has ended less than forty-five the Debt Commitment Letter (45) days prior to as in effect on the date of this Agreement) (provided that in no event will the information required to be delivered pursuant to this clause (ii) be deemed to include or will the Company otherwise be required to prepare or provide pro forma financial statements) and (C) promptly provide such requestother pertinent information regarding the Company and its Subsidiaries and such other financial data relating to the Company and its Subsidiaries as may be reasonably requested by Parent in order to consummate the Debt Financing or that would be necessary to receive customary “comfort” letters from the independent registered public accounts of the Company (including negative assurance comfort); provided that the failure of the Company to provide the information and data described in Section 5.4(a)(ii)(A) within the applicable time period shall be deemed a failure to perform or comply with a covenant contained in this Agreement in all material respects only for purposes of Section 7.2(b) of this Agreement and not for purposes of Article VIII of this Agreement; (iii) providing reasonable and customary assistance with the preparation of documents customarily required in connection with bank debt or public or private senior note financings and, to the extent required under the Debt Commitment Letter, providing all documentation and other information relating to the Company or any of its Subsidiaries required thereunder, including any documentation or other information reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001, except to the extent providing such assistance, documents or information would require the Company to breach any other Contract in effect as of the date hereof; and (iv) using commercially reasonable efforts to assist Parent in obtaining surveys, legal opinions from applicable outside counsel and title insurance as reasonably requested by Parent or Merger Sub for the Parent Financing as customarily required in connection with bank debt or public or private senior notes financings, as the case may be (including, in all cases, the Parent Financing), except to the extent providing such assistance would require the Company to breach any other Contract in effect as of the date hereof. (b) The Company and its outside legal counsel will be given reasonable opportunity to review and comment upon the offering documents or any materials for rating agencies, in each case, prepared after the date hereof, that include information about the Company or any Company Subsidiary prepared in connection with the Debt Financing. Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): 5.4, (i) nothing in this Agreement (including this Section 5.14) shall will require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) interfere unreasonably interfere with the ongoing business or operations of the Company or any of its Subsidiaries or otherwise be in conflict with the Subsidiaries terms of the Company’s existing credit facilities, the indentures governing the Senior Notes or applicable law, (3ii) require no obligation of the Company or any of its Subsidiaries under any certificate, document, Contract will be effective until the Subsidiaries Effective Time (other than any notices of prepayment and/or commitment terminations which are delivered by the Company not in contravention of the applicable agreement and conditioned upon the consummation of the Merger and delivered in accordance with Section 5.5) and, none of the Company or any of its Subsidiaries will be required to enter into or approve pay any agreement commitment or other documentation effective similar fee or incur any other liability in connection with the Parent Financing, including any Debt Transaction, prior to the Closing Effective Time, (iii) none of the Company Board or agree to any change board of directors (or modification equivalent bodies) of any existing agreement Subsidiary thereof will be required to adopt or other documentation that would be effective enter into any resolutions or take similar action approving the Parent Financing prior to the ClosingEffective Time, and (4iv) require none of the Company or any of its Subsidiaries will be required to provide pro forma financial statements or pro forma adjustments reflecting the Financing or provide, and Parent will be solely responsible for (A) any description of all or any component of the Financing Parent Financing, including any such description to be included in any liquidity or capital resources disclosure or any “description of notes”, (it being understood B) projections, risk factors or other forward-looking statements relating to any component of the Parent Financing, (C) consolidating and other financial statements and data that would be required by Rule 3-09 or Rule 3-16 of Regulation S-K, (D) Item 402(b) of Regulation S-K and information regarding executive compensation related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A, and (E) the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise statements and any pro forma financial information relating to the Company proposed debt and required by the Financing), (5) require the Company or the Subsidiaries equity capitalization in respect of the Company consummation of the Closing, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to provide be incorporated into any pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that statements. Parent will promptly reimburse the Company shall use for any documented reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company out-of-pocket costs, fees and required expenses (including reasonable attorneys’ fees) incurred by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize its Subsidiaries in connection with the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries cooperation of the Company and its Subsidiaries contemplated by this Section 5.4 (including expenses associated with attending meetings, presentations, road shows and due diligence presentations). In addition, Parent will indemnify, defend and hold harmless the Company and its Subsidiaries and its and their Representatives from and against any and all liabilities, obligations, losses, damages, claims, costs, expenses, awards, judgments and penalties (excluding, to the extent previously reimbursed, the costs, fees and expenses referred to in the immediately preceding sentence) suffered or incurred by any of its or their Representatives them in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Parent Financing and any information used in connection therewith, unless except and solely to the Company acted in bad faith extent that any such obligations, losses, damages, claims, costs, expenses, awards, judgments and penalties, fees, costs or with gross negligence and other than in the case of fraud. (d) Without limiting the generality liabilities are suffered or incurred as a result of the foregoingCompany’s or its Subsidiaries or its or their Representatives’ gross negligence, promptly following Parent’s requestbad faith, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders willful misconduct or material breach of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.

Financing Cooperation. (a) The Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, use their respective commercially reasonable efforts to cooperate with Parent and its Subsidiaries in connection with the Subsidiaries arrangement, marketing or consummation of the Company toFinancing, as and when reasonably requested by Parent and on reasonable notice (i) provide commercially reasonable assistance so long as such cooperation does not unreasonably interfere with the preparation of and any discussions regarding the business, financial statements, projections, and management discussion and analysis ongoing operations of the Company and its Subsidiaries), including using commercially reasonable efforts to: (i) furnish Parent and its financing sources with the following information regarding the Company and its Subsidiaries (it being understood and agreed that such material shall be deemed furnished if it is filed by the Company with the SEC and available on the SEC’s XXXXX website): (A) audited consolidated financial statements (including balance sheets, statements of income and cash flows, a statement of shareholders equity and related notes) for the fiscal years ended December 31, 2012 and 2013, each of them prepared in accordance with GAAP as soon as reasonably practicable after the date hereof; (B) audited consolidated financial statements (including balance sheet, statement of income and cash flows, a statement of shareholders equity and related notes) for the fiscal year ending December 31, 2014, prepared in accordance with GAAP (the “Audited Consolidated 2014 Financial Statements”) as soon as reasonably possible after the end of the 2014 fiscal year, consistent with the timing achieved by the Company in respect of its Annual Report on Form 10-K for the year ended December 31, 2013 but in no event later than the filing deadline under the Exchange Act to file with the SEC its Annual Report on Form 10-K for the year ended December 31, 2014; (C) a reconciliation to International Financial Reporting Standards issued by International Accounting Standards Board (“IFRS”) of the balance sheet and statement of income included in the Audited Consolidated 2014 Financial Statements to the extent required for the pro forma financial statements covered by (iii) below (the “Reconciled Consolidated 2014 Financial Statements”) reasonably promptly following the time the Company furnishes to Parent the Audited Consolidated 2014 Financial Statements and using all reasonable efforts to furnish the Reconciled Consolidated 2014 Financial Statements at the time the Company furnishes Parent the Audited Consolidated 2014 Financial Statements; (D) unaudited consolidated financial statements for any interim period following December 31, 2014 (including the corresponding interim period in the prior year), prepared in accordance with GAAP and reviewed as per applicable “U.S. Generally Accepted Auditing Standards” (the “Unaudited Consolidated Interim Financial Statements”) as soon as reasonably possible after the end of such interim period, consistent with the timing achieved by the Company in respect of its Quarterly Report on Form 10-Q for such period in 2014, but in no event later than the date the Company is required to file with the SEC its Quarterly Report on Form 10-Q for the applicable interim period; and (E) a reconciliation to IFRS of the balance sheet and statement of income included in the Unaudited Consolidated Interim Financial Statements required to be included in any offering documents relating to the Financing to the extent required for the pro forma financial statements covered by (iii) below (the “Reconciled Consolidated Interim Financial Statements”) reasonably promptly following the time the Company files the Unaudited Consolidated Interim Financial Statements on Form 10-Q with the SEC and using all reasonable efforts to furnish the applicable Reconciled Consolidated Interim Financial Statements at the time the Company furnishes Parent the applicable Unaudited Consolidated Interim Financial Statements, in each case of (A) through (E) above together with any report (unqualified, if reasonably obtainable) of an independent registered public accounting firm that has, to the extent required for the Financing, audited or reviewed, as applicable, such financial information in accordance with, applicable requirements under U.S. Generally Accepted Auditing Standards (for the avoidance of doubt, any such reports shall be issued to the Company and not to Parent) (together, the “Required Financial Information”); (ii) discuss with Parent and its Representatives the IFRS reconciliation and consult with Parent and its Representatives to keep them reasonably informed during the reconciliation process; (iii) assist, and cause its accountants to assist, Parent and its financing sources in the preparation of pro forma financial statements of Parent (applying the standard set forth in Article 11 of Regulation S-X under the Securities Act) for the fiscal year ending December 31, 2014 and any year-to-date interim period following December 31, 2014 required to be included in any offering documents relating to the Financing, including with respect to any reconciliations of Required Financial Information to IFRS in the form as adopted by the European Union and as applied by Parent; (iv) furnish Parent and Merger Sub such other customary financial and other information regarding the Company as may be reasonably requested by Parent; (v) make the Company’s senior officers available to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Financing; (vi) assist Parent in the preparation of customary offering memoranda, bank information memoranda, authorization letters (and executing such authorization letters), confirmations and undertakings, rating agency presentations and lender and investor presentations relating to the Financing; (vii) provide and execute such customary documents as may be reasonably requested by Parent related to the Financing; (viii) cooperate with the financing sources’ due diligence investigation; (ix) obtain accountant’s comfort letters and required consents relating to the Required Financial Information; and (x) obtain customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full (and, to the extent of any existing letters of credit, cash collateralization or issuance of a “back-to-back” letter of credit in respect thereof) on the Closing Date of all amounts payable under (i) that certain Credit Agreement, dated as of May 10, 2012, as amended on December 2, 2013, by and among the Company, all for use in connection with as borrower, certain lenders party thereto (as defined therein) and Xxxxx Fargo Bank, National Association, as Administrative Agent (the “Existing Credit Facility”) and releasing Liens and the pledges of collateral securing such Existing Credit Facility and (ii) any debt financing to be obtained other Indebtedness of the Company and its Subsidiaries that is repayable by Parent its terms in connection with the Merger at or immediately following the Effective Time, in each case to take effect at the Effective Time (it being understood that the “Financing”Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time) or otherwise as a result of the Merger, 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 . (iib) request that The Company hereby consents to the use of its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters logos in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information such logos are used in a form manner that is not customarily prepared by intended to nor reasonably likely to harm or disparage the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such requestCompany. (bc) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): 7.13, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective Representatives shall: (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company be required to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by similar fee under the Financing), ; (5ii) require the Company or the Subsidiaries of the Company be required to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) pass resolutions to approve or authorize the Financing, and Financing (iior any alternative or substitute financing); (iii) no action, liability be required to enter into any definitive agreement or obligation (including have any Liability or any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreementdocument, arrangementinstrument, credit agreement or any related document or instrument relating any other agreement or document related to the Financing shall (other than the customary authorization letters referenced above); or (iv) unless promptly reimbursed by Parent, be effective until required to incur any expenses in connection with the ClosingFinancing. (cd) Parent shall (i) promptly promptly, upon written request by the Company, reimburse the Company for all (i) reasonable and documented out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel attorneys’ and accountants’ fees) incurred by the Company the Subsidiaries of the Company and or any of its or their Representatives Subsidiaries in connection with any cooperation provided for their respective obligations pursuant to, and in accordance with, this Section 5.147.13, and (ii) indemnify and hold harmless the Companydamages, the Subsidiaries of the Company and losses, costs, Liabilities or expenses suffered or reasonably incurred by any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or them in connection with, any cooperation provided for in this Section 5.14 or with the arrangement of the Financing and any information used in connection therewith, unless therewith (other than information provided by the Company acted in bad faith or with gross negligence any of its Subsidiaries) and all other than in actions taken by the case of fraudCompany, its Subsidiaries and their respective Representatives pursuant to this Section 7.13. (de) Without limiting Parent and Merger Sub acknowledge and agree that the generality obtaining of financing is not a condition to Closing. For the avoidance of doubt, if any financing contemplated to be obtained by Parent or Merger Sub in connection with the Merger has not been obtained prior to Closing, Parent and Merger Sub shall continue to be obligated, subject to the fulfillment or waiver of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, conditions set forth in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”)Article VIII, to (1) the consummation of consummate the Merger and the other transactions contemplated by Transactions at the Closing in accordance with this Agreement. (f) Notwithstanding anything to the contrary, and the condition set forth in Section 8.2(a)(ii), as it applies to the Company’s obligations under this Section 7.13 (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; providedthan Section 7.13(a)(x)), that no such modifications, waivers or changes shall be effective prior deemed satisfied unless the Financing has not been obtained primarily as a result of the Company’s or its Subsidiaries’ willful and material breach of their obligations under this Section 7.13 with respect to the Effective TimeFinancing.

Financing Cooperation. (a) The Prior to the Closing, the Company shall, and shall cause the its Subsidiaries and each of the Company its and their respective officers, employees, consultants and representatives to, (i) provide commercially use reasonable assistance best efforts to cooperate with the preparation of Parent, First Merger Sub and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Subsidiaries of the Company, all for use Second Merger Sub in connection with any debt financing to be obtained by Parent in connection with the Merger (the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with Parent’s obtaining the Financing; provided, furtherhowever, that nothing in this Agreement herein shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) interfere unreasonably interfere with the ongoing business or operations of the Company or its Subsidiaries in any material respect; provided, further, that neither the Company nor any of the its Subsidiaries of the Company, (3) require the Company or shall be required to commit to take any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to action that is not contingent upon the Closing (including the entry into any agreement) or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the ClosingEffective Time other than as specifically set forth herein. Such cooperation shall include, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing.without limitation: (c) Parent shall (i) promptly reimburse the Company for all reasonable furnishing Parent, First Merger Sub and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its Second Merger Sub and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoingSources, promptly following Parent’s request, with such pertinent and customary (as compared to other transactions of this size and nature) information (other than financial information, which is covered by clause (ii) below), to the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance extent reasonably acceptable available to the Company, notifying each regarding the Company and its Subsidiaries as may be reasonably determined by Parent to be necessary in order to consummate the Financing, including all information necessary to satisfy the conditions set forth in the Financing Commitments; (ii) furnishing Parent and its Financing Sources as promptly as practicable (but no earlier than (i) 90 days after the end of the Existing Loan Lenders relevant final fiscal year end in the case of this Agreement paragraph (1), and (ii) 45 days after the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more end of the Existing Loan Documents may include a request for a consent, relevant fiscal quarter in form and substance reasonably acceptable to the Company case of paragraph (an “Existing Loan Consent”2), to ) with: (A) (1) the consummation audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Merger and Company prepared in accordance with GAAP for the other transactions contemplated by this Agreementthree most recently completed fiscal years ended at least 90 days before the Closing Date, and (2) certain modifications unaudited consolidated balance sheets and related statements of income, and cash flows of the Company prepared in accordance with GAAP and reviewed by the Company’s independent accountants in accordance with the procedures set forth in AS 4105 (Reviews of Interim Financial Information) for each subsequent fiscal quarter ended at least 45 days prior to the then expected Closing Date and (B) financial information of the type that would be required by Regulation S-X and Regulation S-K under the Securities Act for an offering of securities registered on Form S-3 under the Securities Act, including all information required to be incorporated by reference therein and audit reports of annual financial statements to the extent so required or waivers under or other changes tootherwise reasonably necessary to permit Parent to prepare pro forma financial statements customary for Financings of the applicable type (all such information in clauses (A) and this clause (B), the Existing Loan Documents“Required Information”); provided, however, that no such modificationsthe Required Information shall not include, waivers or changes and Parent shall be effective solely responsible for, the preparation of pro forma financial information, including pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any pro forma financial information; (iii) cooperating with Parent’s Financing Sources’ due diligence investigation of the Company and its Subsidiaries; (iv) participating in and assisting with the syndication, underwriting, placement or other marketing of the Financing, including participating in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, including direct contact between senior management of the Company and its Subsidiaries and representatives of the Company with prospective investors, lenders and rating agencies in connection with a Financing; (v) assisting with the preparation of customary materials for registration statements, rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and supplements related thereto and similar documents required in connection with the Financing (all such documents and materials, collectively, the “Financing Offering Documents”), providing customary authorization letters authorizing the distribution of information to prospective Financing Sources and containing customary 10b-5 representations and representations that the public side versions of such documents, if any, do not include material non-public information regarding the Company or its Subsidiaries or securities and management representation letters and delivering and consenting to the inclusion or incorporation in any SEC filing related to the Financing of the historical audited consolidated financial statements and unaudited consolidated interim financial statements of the Company; (vi) executing and delivering any currency or interest hedging arrangements, other definitive financing documents (provided, however, that the effectiveness of such documents will be conditioned upon the occurrence of the Effective Time), and obtaining and delivering certificates or documents required to satisfy the conditions in the Financing Commitments; (vii) obtaining from the Company’s registered public accounting firm that has audited the Company’s most recent financial statements customary comfort letters, consents, and other documentation and items required in connection with the Financing with respect to financial information provided pursuant to clause (a)(ii) of this Section 7.19 that is included or incorporated by reference in any prospectus, prospectus supplement, private placement memorandum or other offering document for which such comfort is customarily required, including customary confirmations (in customary form and scope and delivered at such customary times) of such accountants that they are prepared to issue any such comfort letter or consent subject to the completion of its customary procedures related thereto and obtaining customary legal opinions, in each case as reasonably requested by Parent (including those requested by Parent on behalf of a Financing Source); (viii) delivering notices of prepayment within the time periods required by the relevant agreements governing indebtedness and arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all indebtedness and Encumbrances under indebtedness of the Company required to be repaid as of the Effective Time by the terms of any Financing; (ix) taking all corporate and other actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to (A) permit the consummation of the Financing, (B) the distribution or payment of the proceeds of the Financing, if any, obtained by any Subsidiary of the Company to the Surviving Entity, and (C) cause the direct borrowing or incurrence of all of the proceeds of the Financing, by the Surviving Entity or any Subsidiary of the Company concurrently with or immediately following the Effective Time; (x) furnishing Parent and its Financing Sources promptly and in any event at least 3 Business Days before the Closing Date with all documentation and other information which any Financing Source providing or arranging the Financing has reasonably requested at least 10 Business Days prior to the Effective TimeClosing Date that such Financing Source has determined is required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act; (xi) procuring consents to the reasonable use of all of the Company’s logos in connection with the Financing (provided, however, that such logos are used solely in a manner that is not intended to and is not reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries); and (xii) furnishing customary information reasonably available to the Company regarding the Company and its Subsidiaries required for Parent to obtain corporate and facilities ratings and ratings on any debt securities issued in connection with the Financing.

Financing Cooperation. (a) The Company shallFrom the date of this Agreement through the earlier of the Closing and the termination of this Agreement, subject to the limitations set forth in this Section ‎6.6, and shall cause the Subsidiaries of unless otherwise agreed by Parent, the Company to, agrees to use reasonable best efforts to provide such assistance (iand to cause its Subsidiaries and its and their respective Representatives to provide such assistance) provide commercially reasonable assistance with the preparation of as is customary and any discussions regarding the business, financial statements, projectionsreasonably requested by Parent, and management discussion and analysis of the Company and the Subsidiaries of the Companysubject to Parent’s Reimbursement Obligations, all for use in connection with any debt financing to be obtained by Parent in connection with the Merger (arrangement of any Debt Financing for purposes of consummating the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such requestMerger. (b) Notwithstanding anything Such assistance shall include using reasonable best efforts to take the contrary contained in this Agreement (including this Section 5.14): following actions: (i) nothing furnishing Parent and the Debt Financing Sources as promptly as reasonably practicable (or (x) in this Agreement the case of any audited financial statements furnished pursuant to clause (including this Section 5.14A) shall require below, as promptly as reasonably practicable but in no event more than 90 days after the relevant fiscal year, and (y) in the case of any such cooperation unaudited quarterly financial statements furnished pursuant to clause (A) below, as promptly as reasonably practicable but in no event more than 45 days after the extent that it would relevant fiscal quarter) with (1A) require the Company to pay Required Information, and (B) customary “flash” or “recent development” revenue information (which may be provided in a reasonable range or estimate and may be provided on a non-GAAP basis) for any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities fiscal quarter ending after the date hereof and prior to the Closing, and (2C) unreasonably interfere with to the ongoing business or operations of the Company or any of the Subsidiaries extent in possession of the Company, (3) require such other financial and other pertinent information pertaining to the Company or any of the and its Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts not be required to assist provide (x) any financial statements other than those required pursuant to the definition of Required Information or (y) any Excluded Information), (ii) solely with respect to financial information and data derived from the Company’s historical books and records and maintained in preparation the ordinary course of business, providing Parent with information necessary for Parent to prepare the pro forma financial adjustments statements required by clause (e) of paragraph 9 of Annex V of the Debt Commitment Letter, (iii) preparing for and participating in (through management with appropriate seniority and expertise) a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions, sessions with rating agencies and other customary syndication activities in connection with the Debt Financing, at reasonable times and with reasonable advance notice, and in each case which shall be virtual unless otherwise agreed to by the extent otherwise Company in its reasonable discretion, (iv) causing the independent auditors of the Company to assist and cooperate with Parent in connection with the Debt Financing, including by (A) providing consent to offering memoranda that include or incorporate the Company’s consolidated financial information and their reports thereon, and customary comfort letters (including “negative assurance”) with respect to financial information relating to the Company and its Subsidiaries and (B) attending customary accounting due diligence sessions in connection with the Debt Financing, at reasonable times and with reasonable advance notice, and in each case which shall be virtual unless otherwise agreed to by the Company in its reasonable discretion, (v) assisting Parent and the Debt Financing Sources in Parent’s preparation of any customary offering documents, private placement memoranda, bank information memoranda and similar documents and any materials for rating agency presentations, including execution and delivery of customary authorization letters related thereto (including customary representations with respect to the absence of material non-public information in the public-side versions of documents and the absence of material misstatements or omissions) and customary CFO and similar certificates and certificates with respect to certain financial information of the Company and its Subsidiaries in the offering documents not otherwise covered by “comfort” letter described above to the extent reasonably requested by the underwriters of such offering, and providing reasonable cooperation with the due diligence efforts of the Debt Financing Sources to the extent reasonable and customary, (vi) solely with respect to the Company and its Subsidiaries and to the extent required by the Debt Financing, facilitating the pledging of, granting a security interest in and obtaining perfection of collateral, in each case, effective no earlier than the Closing, and cooperating with a reasonable number of (not to exceed two (2)) collateral appraisals and field examinations in connection with the existing asset-based revolving credit facility of the Parent and its Subsidiaries as may be reasonably requested by Parent, (5) require which shall occur at reasonable times and with reasonable advance notice for the Company or the Subsidiaries of and its Subsidiaries, and provided that a representative from the Company and its Subsidiaries shall be permitted to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder attend all such collateral appraisals and field examinations, (it being understood that the Company shall use reasonable best efforts to assist vii) [reserved], (viii) providing as promptly as reasonably practicable (and in preparation of pro forma financial adjustments any event, no less than two (2) Business Days prior to the extent otherwise Closing Date) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including (A) the USA Patriot Act and (B) a certification regarding beneficial ownership as required by 31 C.F.R. §1010.230 to any Debt Financing Source that has requested such certification, relating to the Company and required by the Financing)its Subsidiaries, or (6) require the Company, any of the Subsidiaries in each case as reasonably requested of the Company in writing by Parent or any of their respective boards of directors the Debt Financing Sources at least ten (or equivalent bodies10) Business Days prior to approve or authorize the Financing, Closing Date, (ix) executing and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument delivering definitive documents and closing certificates relating to the Debt Financing shall as may be effective until reasonably requested by Parent and as are customarily required to be delivered under such definitive financing documentation for financings of the type contemplated by the Debt Commitment Letter, and (x) taking all corporate or company action, subject to the occurrence of the Closing. (c) , reasonably requested by Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs that are necessary or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver customary to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) permit the consummation of the Merger Debt Financing, including any high yield financing, and to permit the other proceeds thereof, to be made available at the Closing Date to consummate the transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Timehereunder.

Financing Cooperation. (a) The Prior to the Closing, the Company shall, and shall cause its Affiliates to, and shall use its commercially reasonable efforts to cause their respective directors, officers, employees, accountants, counsel, investment bankers and consultants (collectively, “Representatives”) to, provide to the Subsidiaries Purchaser all timely cooperation reasonably requested by the Purchaser in causing the conditions and covenants in the Debt Financing Commitment to be satisfied and such cooperation as is otherwise necessary or reasonably requested by the Purchaser in connection with obtaining the Debt Financing in accordance with its terms, including cooperation that consists of: (i) (A) furnishing the Purchaser and the Debt Financing Sources as promptly as practicable with audited consolidated balance sheets and related statements of earnings, members’ equity, cash flows and related notes of the Company to, (i) provide commercially reasonable assistance with the preparation of and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Subsidiaries of the Company, all for use in connection with any debt financing to be obtained by Parent in connection with the Merger (the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company GAAP (other than with respect to any period or (3the Interim Company Financial Statements and the Subsequent Financial Statements, adjustments identified in Section 4.6 of the Company Disclosure Letter, which the Purchaser acknowledges have not been, and in the case of the Subsequent Financial Statements will not be, incorporated in the Interim Company Financial Statements and the Subsequent Financial Statements) any financial information with respect to a month or for the two most recently completed fiscal period that has not yet years ended or has at least 90 days before the Closing Date, and, for each fiscal quarter after the date hereof ended less than forty-five at least forty (45) days prior to the date Closing Date and for the comparable quarter of the prior fiscal year, unaudited consolidated balance sheets of the Company as of the end of such request.fiscal quarter and the related unaudited statements of earnings, members’ equity, cash flows and related notes, in each case prepared in accordance with GAAP (other than with respect to the Interim Company Financial Statements and the Subsequent Financial Statements, adjustments identified in Section 4.6 of the Company Disclosure Letter, which the Purchaser acknowledges have not been, and in the case of the Subsequent Financial Statements will not be, incorporated in the Interim Company Financial Statements and the Subsequent Financial Statements, and subject to normal year-end adjustments) and using the same accounting principles, policies, methods, practices, procedures, classifications, categories, estimates, judgments and assumptions as were used in preparing the Audited Financial Statements, (B) assisting the Purchaser in preparing pro forma financial information as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least forty (45) days before the Closing Date, prepared after giving effect to the transactions contemplated hereby (including the combination of the businesses of the Purchaser and the Company) and the Debt Financing as if such transactions and the Debt Financing had occurred as of such date (in the case of balance sheets) or at the beginning of such period (in the case of other financial statements) (collectively, the “Pro Forma Financial Information”) and (C) assisting the Purchaser in the preparation of customary rating agency presentations, lender presentations, customary bank offering memoranda, and syndication memoranda, including business and financial projections reasonably requested by the Purchaser or the Debt Financing Sources, in each case, in connection with the Debt Financing and other marketing materials or memoranda, including business and financial projections reasonably requested by the Purchaser or the Debt Financing Sources, in each case, in connection with the Debt Financing (all such information required to be delivered pursuant to this Section 6.18(a)(i), together with any replacements or restatements thereof, and supplements thereto, reasonably requested by the Purchaser if any such information would go stale or otherwise be unusable under customary practices for such purposes, the “Required Information”); (bii) Notwithstanding anything participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, the Debt Financing and senior management and Representatives, with appropriate seniority and expertise, of the Company), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Debt Financing; (iii) executing and delivering customary authorization letters (including representations with respect to material non-public information) to the contrary Debt Financing Sources authorizing the distribution of information to prospective lenders or investors; (iv) executing and delivering any securities purchase agreement, credit agreement, indenture, note, guarantee, pledge and security document, supplemental indenture, currency or interest rate hedging arrangement, other definitive financing document, representation letter to auditors and other certificates or documents and back-up therefor and for legal opinions as may be reasonably requested by the Purchaser or the Debt Financing Sources or their respective counsel (including consents of accountants for use of their reports in any materials relating to the Debt Financing); provided that none of the Company or its respective officers or employees shall be required to execute any document in connection with this Section 6.18(a)(iv) that would be effective at any time before the time immediately prior to the Closing; (v) using commercially reasonable efforts to cooperate with Purchaser and Purchaser’s efforts to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance (including providing reasonable access to Purchaser and its Representatives to all owned real property and leased real property) as reasonably requested by Purchaser; (vi) taking all actions reasonably necessary to (x) permit the agents under the Purchaser’s asset-based loan facility to conduct appraisals and field audits of the Company’s accounts receivable and inventory suitable to be pledged as collateral for the Purchaser’s asset-based loan facility and otherwise permit such agents and the Debt Financing Sources to evaluate the Company’s current assets, inventory, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements to the extent customary and reasonable, and (y) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing; provided that such accounts and agreements shall not be effective prior to the Closing; (vii) taking all customary corporate actions, subject to the concurrent occurrence of the Closing, reasonably requested by the Purchaser to permit the consummation of the Debt Financing; (viii) obtaining customary payoff letters, in form and substance reasonably satisfactory to Purchaser, Lien terminations and other instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all Company Indebtedness; (ix) furnishing the Purchaser and the Debt Financing Sources promptly with all documentation and other information which any lender providing or arranging Debt Financing has reasonably requested and that such lender has determined is required by regulatory authorities in connection with the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act; (x) facilitating the pledging of collateral in connection with the Debt Financing, including executing and delivering any customary pledge and security documents, currency or interest hedging arrangements or other definitive documents, certificates, legal opinions, surveys and title insurance and documents as may be reasonably requested by Purchaser to facilitate the pledging of collateral from and after the Closing (provided that any obligations contained in this Agreement such documents shall be effective no earlier than as of the Closing); and (including this Section 5.14): xi) otherwise cooperating with the marketing efforts of Purchaser and its Debt Financing Sources for any of the Debt Financing as necessary or reasonably requested by the Purchaser or its Debt Financing Sources; provided that (ix) nothing in this Agreement (including this Section 5.14) 6.18 shall require any such cooperation to the extent that it would (1) require the Seller and the Company to pay waive or amend any commitment terms of this Agreement, (y) nothing herein shall require such cooperation from the Seller, the Company or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior their respective Affiliates to the Closing, (2) extent it would unreasonably interfere with the ongoing business operations of the Seller, the Company or operations their respective Affiliates, or would reasonably be expected to result in a violation of Law or loss of attorney-client privilege and (z) no liability or obligation of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their its respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the CompanyAffiliates, or any of their respective Representatives Representatives, under any certificate, agreement, arrangement, document or instrument relating to the Debt Financing shall be effective until the Closing (except to the extent Purchaser has provided the indemnity referenced in Section 6.18(b)). (b) The Purchaser shall indemnify and hold harmless the Seller, the Company, their Affiliates and their respective Representatives from and against any and all losses, claims, damages or liabilities suffered or incurred by them in connection with the arrangement of the Debt Financing (including any action taken in accordance with this Section 6.18) and any information utilized in connection therewith, other than with respect to the preparation of historical financial statements of the Company or to the extent any of the foregoing arises from (i) the willful misconduct, gross negligence or material breach of its obligations under this Agreement by any of the Seller, the Company (prior to Closing), their Affiliates or their respective Representatives, or (ii) any information provided prior to the Closing by any of the Seller, the Company, their Affiliates or their respective Representatives. The Purchaser shall reimburse the Seller and the Company for all of their documented reasonable costs and expenses incurred by the Seller, the Company or their Affiliates in connection with this Section 6.18 on or prior to the Closing or promptly following the Closing or the termination of this Agreement pursuant to Section 9.1 (the “Reimbursement Obligation”). (c) Parent The Company shall (i) promptly reimburse or shall cause its Affiliates to supplement any Required Information pertaining to the Company for all on a reasonably current basis to the extent that any such information, to the Knowledge of the Company, contains any material misstatement of fact or omits to state any material fact necessary to make such information not materially misleading. The Company hereby consents to the reasonable use of its and out-of-pocket costs its Affiliates’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by reasonably likely to harm or disparage the Company the Subsidiaries of the Company and or any of its Affiliates or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) reputation or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraudgoodwill. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.

Financing Cooperation. (a) The Company For purposes of this Section 6.10, the term “Financing” shall include any Permanent Financing (as defined in the Financing Letter), whether for debt, equity or otherwise. Prior to the Closing, Seller shall, and shall use reasonable best efforts to cause the Subsidiaries each of the Company its Affiliates and Representatives to, use reasonable best efforts to provide to Buyer such cooperation reasonably requested by Buyer and reasonably required in connection with the Financing or the Alternate Financing, including (to the extent reasonably requested and reasonably required): (i) provide commercially participating in a customary and reasonable assistance number of meetings, presentations, due diligence sessions, drafting sessions, road shows and sessions with rating agencies; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses (registered or otherwise) and any discussions regarding similar documents for the businessFinancing, financial statements, projections, including execution and management discussion and analysis delivery of the Company and the Subsidiaries of the Company, all for use in connection with any debt financing to be obtained by Parent in connection with the Merger (the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort representation letters in connection with an audit of the Financing; providedBusiness and auditors comfort letter; (iii) as promptly as reasonably practical, furtherand in no event later than March 31, that nothing in this Agreement shall require the Company to cause the delivery of 2013, furnishing Buyer with (1x) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary audited balance sheets for the FinancingBusiness as at December 31, other than as allowed by 2011 and 2012, and (y) audited statements of income and cash flows for the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under Business for the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or three (3) any financial information with respect to a month or fiscal period that has not yet years ended or has ended less than December 31, 2012 and (z) within forty-five (45) days prior of the end of the relevant fiscal quarter, unaudited interim financial statements for each fiscal quarter ending after January 1, 2013 (collectively, the “Carve-Out Financials”); (iv) in addition to the date of such request. information required pursuant to clause (b) Notwithstanding anything iii), above, as promptly as reasonably practical, furnishing Buyer and the other parties to the contrary contained in this Agreement Financing Letter with financial and other information regarding the Business and the Assets as may be reasonably requested by Buyer (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere connection with the ongoing business or operations of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in Buyer’s preparation of pro forma financial adjustments statements), including unaudited interim financial statements, financial data, projections, audit reports and other information of the type required by Regulation S-X and Regulation S-K of the Securities Act of 1933 for a registered public offering, and of type and form customarily included in private placements under Rule 144A, to consummate the offering(s) of debt or equity securities contemplated by the Financing, or as otherwise reasonably required in connection with the Financing, or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering(s) of debt or equity securities contemplated by the Financing (all such information in clause (iii) and this clause (iv), including the Carve-Out Financials, the “Required Information”); (v) providing information relating to the Business that is reasonably available to it to assist in the preparation of any credit agreements, indentures, purchase agreements, currency or interest hedging arrangements, other definitive financing documents, officer’s certificates, customary closing documents, or other certificates or documents with respect to the Financing contemplated by the Financing as may be reasonably requested by Buyer; (vi) furnishing Buyer and their Financing sources as promptly as practicable all financial information required to be delivered pursuant to the Financing Letter and monthly financial statements for the Business (to the extent otherwise prepared in the ordinary course of business); (vii) assisting Buyer to obtain waivers, consents, estoppels and approvals from other parties to Contracts, material Leases and Easements, and Encumbrances to which the Assets or the Business are bound; and (viii) cooperating with Buyer in its efforts to obtain accountants’ comfort Letter, consents, legal opinions, surveys, appraisals, engineering reports, environmental and other inspections, title insurance and other documentation and items relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, as reasonably requested by Buyer; arrangement, document or instrument relating to the Financing Financing. Notwithstanding anything to the contrary in this Section 6.10, neither Seller nor its Affiliates shall be effective until in breach of the Closingcovenant set forth in this Section 6.10 if it has acted in good faith to comply with the cooperation and assistance set forth herein. (b) Buyer shall indemnify the Seller Indemnitees from, against and in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, any of them, directly or indirectly relating to, arising out of or resulting from the arrangement of the Financing, any other financing and/or the provision of information utilized in connection therewith to the fullest extent permitted by applicable Legal Requirement. (c) Parent shall Seller will use its reasonable best efforts to update Required Information provided to Buyer pursuant to clauses (iiii) promptly reimburse and (iv) of Section 6.10(a) as may be necessary such that the Company for all reasonable and out-of-pocket costs Required Information does not contain any untrue statement of material fact or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by omit to state any material fact necessary in order to make the Company statements made therein, in the Subsidiaries light of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14circumstances under which they were made, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraudnot misleading. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.

Financing Cooperation. 5.23.1 As soon as reasonably practicable and in any event no later than August 31, 2023, Seller shall provide Buyer with (a) The Company shall, and shall cause the Subsidiaries audited financial statements of the Company toProduct Business as of and for the fiscal years ended December 31, 2022 and 2021 and (ib) provide commercially reasonable assistance unaudited financial statements of the Product Business as of June 30, 2023 and for the six months ended June 30, 2023 and June 30, 2022, in each case together with the preparation of notes thereto and any discussions regarding the business, financial statements, projections, and management discussion and analysis of the Company and the Subsidiaries of the Company, all for use in connection with any debt financing to be obtained by Parent in connection with the Merger (the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation Sthe requirements for abbreviated financial statements set forth in Rule 3-K or 05(e)(2) of Regulation S-X under the Securities Act of 1933, as amended, or any and (x) all such financial information shall have been prepared in a form not customarily prepared accordance with IFRS, consistently applied, as of the dates and for the periods presented, (y) in the case of clause (a), shall have been audited in accordance with U.S. generally accepted auditing standards and accompanied by unqualified opinions of independent accountants for the Product Business and (z) in the case of clause (b) shall have been reviewed by the Company Product Business’ independent public accountants as provided in AS Section 4105, Reviews of Interim Financial Information (collectively, with respect to the Required Additional Financial Statements (as defined below), the “Required Financial Statements”). As soon as reasonably practicable and no later than (A) 45 days after the end of the applicable fiscal quarter (even if such delivery date occurs after the Closing Date), Seller shall deliver unaudited financial statements for any interim year-to-date period or (3) any financial information with respect to a month periods ending on the last day of each fiscal quarter ended after June 30, 2023 and on or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the Closing Date (except for the fourth fiscal quarter), together with interim financial statements for the same period in the prior year, which interim financial statements shall be prepared in accordance with IFRS, consistently applied, as of the dates and for the periods presented, and which shall have been reviewed by the Product Business’ independent public accountants as provided in AS Section 4105, Reviews of Interim Financial Information and have been prepared in accordance with the requirements for abbreviated financial statements set forth in Rule 3-05(e)(2) of Regulation S-X under the Securities Act of 1933, and (B) 60 days after December 31, 2023 (only if the Closing Date does not occur prior to December 31, 2023 but, in such case, even if such delivery date occurs after the Closing Date), Seller shall deliver audited financial statements of the Product Business as of and for the year ending December 31, 2023, together with the notes thereto, which audited financial statements shall be prepared in accordance with IFRS, consistently applied, as of the dates and for the periods presented, audited in accordance with U.S. generally accepted auditing standards, accompanied by an unqualified opinion of independent accountants for the Product Business and prepared in accordance with the requirements for abbreviated financial statements set forth in Rule 3-05(e)(2) of Regulation S-X under the Securities Act of 1933. The financial statements described in the two preceding sentences are the “Required Additional Financial Statements.” In addition, if the Closing Date does not coincide with the last day of a fiscal quarter, Seller shall deliver, within 45 days after the end of the fiscal quarter in which the Closing Date occurs, such financial information for the Products Business for the portion of such request. fiscal quarter ending on the Closing Date that is required by the Buyer to establish an opening balance sheet for the Products Business as of the close of business on the Closing Date or for purposes of preparing pro forma financial statements (bwhich financial information need not be reviewed as set forth above); provided, however, that in no event shall Seller be obligated to deliver any such financial information relating to the Product Business that would be in excess of the information required to prepare abbreviated financial statements for the portion of such fiscal year in accordance with the requirements set forth in Rule 3-05(e)(2) of Regulation S-X; provided, further, that if the Closing Date is on or before the 14th day of any calendar month, Seller shall provide such financial information as of the end of the previous calendar month and if the Closing Date is on or after the 15th day of any calendar month, Seller shall provide such financial information as of the end of the calendar month in which the Closing Date occurs. From the respective dates on which Xxxxx receives the Required Financial Statements until the Closing, Seller will use its commercially reasonable efforts to update any Required Financial Statements provided by it or on its behalf as may be necessary so that such Required Financial Statements are Compliant. Notwithstanding anything to the contrary contained set forth in this Agreement Agreement, in no event shall Seller or any its Affiliates shall be required to include in any of the Required Financial Statements any information that relates to a period of time occurring after the Closing. 5.23.2 Seller shall use its commercially reasonable efforts to, and shall cause its Subsidiaries and its and their respective Representatives to use their commercially reasonable efforts to, provide all cooperation in connection with the arrangement of the Financing as may be customary and reasonably requested by Xxxxx, including using its commercially reasonable efforts with respect to the following: (a) reasonably cooperating with the marketing and due diligence efforts of Buyer and the Debt Financing Sources Related Parties, in each case in connection with the Financing, including this Section 5.14): by (i) nothing prior to and during the Marketing Period, participating in this Agreement a reasonable number of meetings upon reasonable request and reasonable notice (including this Section 5.14customary one-on-one meetings with the parties acting as lead arrangers for the Financing and senior management and Representatives, with appropriate seniority and expertise, of the Product Business), presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the Debt Financing Sources and rating agencies, as applicable (which meetings, presentations, road shows and sessions shall require be scheduled at mutually convenient times), and (ii) assisting in the preparation of (A) any such cooperation customary offering documents, bank information memoranda, offering memoranda, prospectuses, lender and investor presentations, and similar documents (including with respect to historical and (to the extent that it would (1based on financial information and data derived from Seller’s and its Subsidiaries’ historical books and records) require the Company to pay any commitment pro forma financial statements and financial, business, risk factor or other feesinformation customarily included in such documents for any of the Financing, reimburse including records, data or other information reasonably necessary to support any expenses statistical information or otherwise incur claims relating to the Product Business appearing in such materials and allowing Buyer to prepare any liabilities or give any indemnities financial projections which are conditions to the availability of the Financing) and (B) materials for rating agency presentations; (b) furnishing, at least four Business Days prior to the Closing, such documentation and information as is requested in writing by Buyer at least nine business days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and 31 C.F.R. §1010.230, in order to satisfy the conditions set forth in the Conditions Exhibit; (2c) taking reasonable steps to facilitate the granting of guarantees and the pledging, granting of security interests in, and otherwise granting of liens on, the assets of the Product Business which are conditions to the availability of the Financing pursuant to customary guarantee, pledge and security agreements to be effective from and after the Closing; and (d) providing customary authorization letters or auditor representation letters and using its commercially reasonable efforts to obtain from its advisors and independent accountants, prior to the commencement of the Marketing Period, drafts of customary comfort letters (including “negative assurance” comfort and change period comfort) which such advisors and independent accountants are prepared to issue upon completion of customary procedures with respect to financial information relating to the Product Business as reasonably requested by Buyer and the Debt Financing Sources, consents of independent accountants for use of their reports in any materials relating to the Financing, any other equity or debt financing by Buyer (or its Subsidiaries) or Bausch Health Companies Inc. (or its Subsidiaries) or in connection with any filings made with the Securities and Exchange Commission by Buyer (or its Subsidiaries) or Bausch Health Companies Inc. (or its Subsidiaries) under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case where financial statements of the Products Business are required to be or are customarily included or incorporated by reference, or other documents and instruments; provided, however, that in no event shall Seller be obligated to deliver financial information relating to the Product Business in connection with a Financing other than the Required Financial Statements and the Required Additional Financial Statements. 5.23.3 Notwithstanding the foregoing, nothing in Section 5.23.2 above shall require the Seller or any of its Affiliates to: (a) take any action in respect of the Financing to the extent that such action would cause any condition to Closing set forth in Article 7 to fail to be satisfied by the End Date or otherwise result in a breach of this Agreement by Seller; (b) take any action in respect of the Financing that would (i) conflict with or violate Seller’s or any if its Subsidiary’s organizational documents or any applicable Law, (ii) result in a breach, violation, default under, or would give to another Person any right of termination, amendment, acceleration or cancellation under, or result in the creation of Encumbrances in connection with, any material Contract to which Seller or any of its Affiliates are bound or (iii) in the reasonable judgment of the Seller, require Seller or any of its Affiliates to disclose information subject to attorney-client, attorney work product or other legal privilege, in each case if Seller or such Affiliate shall have used commercially reasonable efforts to disclose such information in a way that would not waive such privilege or protection; (c) take any action to the extent such action would unreasonably interfere with the ongoing business or operations of the Company Seller or its Affiliates; (d) execute and deliver, or cause any director, officer, employee or shareholder of Seller or any of its Affiliates to execute and deliver, any letter, agreement, registration statement, document or certificate in connection with the Subsidiaries Financing (except (i) customary authorization and auditor representation letters and (ii) by any person who will be an officer of the CompanyProduct Business after the Closing) in each case that is not contingent on, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to to, the occurrence of the Closing, ; (4e) require the Company pay any commitment fee or other fee or payment to provide pro forma financial statements obtain consent or pro forma adjustments reflecting the Financing incur any liability with respect to or cause or permit any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts Encumbrance to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or be placed on any of their respective boards assets in connection with the Financing prior to the Closing Date (except customary authorization and auditor representation letters); or (f) issue any bank information memoranda, lender presentations, offering memoranda, or similar documents including disclosure or financial statements, nor shall any such bank information memoranda, lender presentations, offering memoranda or similar documents include disclosure or financial statements that, (i) with respect to the Product Business, reflect Seller or its Affiliates (other than the Purchased Subsidiary) as the obligor(s) in respect of directors (any Financing or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability are in the name of Seller or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closingits Affiliates. (c) Parent 5.23.4 Buyer shall (i) promptly promptly, upon request by Xxxxxx, reimburse the Company Seller for all reasonable and documented out-of-pocket costs or and expenses (including reasonable and documented costs and expenses of counsel and accountantsattorneys’ fees) incurred by the Company the Subsidiaries of the Company and Seller or any of its Affiliates or any of their Representatives in connection with any the cooperation provided for in of Seller and its Affiliates contemplated by this Section 5.14, 5.23 and (ii) shall indemnify and hold harmless the CompanySeller, the Subsidiaries of the Company its Affiliates and their respective Representatives from and against any and all Losses actually suffered or incurred by any of its and their Representatives against them of any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or type in connection with, with the arrangement of any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless except, to the Company acted except, to the extent such Losses arise from the material breach by Seller of this Section 5.23 or result from fraud or willful misconduct of the Seller, any of its Subsidiaries or any of their respective Representatives or Affiliates, and the foregoing obligations shall survive termination of this Agreement. 5.23.5 Seller hereby consents, on behalf of itself and its Subsidiaries, to the use of Seller’s and its Subsidiaries’ logos in bad faith connection with the Financing; provided that such logos are used in a manner that is not intended to harm or disparage Seller’s or its Subsidiaries’ reputation or goodwill. Seller shall be given reasonable opportunity to review and comment on any materials that include information about Seller or its Affiliates prepared in connection with gross negligence the Financing and Buyer shall consider any such comments in good faith. 5.23.6 All information provided by Seller or any of its Affiliates or any of their Representatives pursuant to this Section 5.23 shall be kept confidential in accordance with the Confidentiality Agreement, except that Buyer shall be permitted to disclose such information to the financing sources, other potential sources of capital, rating agencies, prospective lenders (but not prospective investors in any debt securities offering other than as is necessary or desirable to be included in the case of fraud. (dan offering memorandum or other marketing materials and to which Seller has not reasonably objected) Without limiting the generality during syndication of the foregoingFinancing or any permitted replacement, promptly following Parent’s requestamended, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable modified or Alternative Financing subject to the Companypotential sources of capital, notifying each of the Existing Loan Lenders of this Agreement ratings agencies and the contemplated Merger. At Parent’s election, the Existing Loan Notice prospective lenders and investors entering into customary confidentiality undertakings with respect to one or more of the Existing Loan Documents may include such information (including through a request notice and undertaking in a form customarily used in confidential information memoranda for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”senior credit facilities), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to any disclosure of any such information by Buyer or any of its Affiliates pursuant to this Section 5.23.6 the Effective Timedisclosure of which has not previously been approved by Seller, Buyer shall provide Seller copies of the proposed disclosure of such information not less than two Business Days in advance of such disclosure for review and consider in good faith any comments provided by Seller to such proposed disclosures (provided that (i) such comments shall regularly focus on the factual correctness of facts contained in such information and (ii) Seller shall use reasonable efforts to provide Buyer with any comments as expeditiously as possible); provided, further, that notwithstanding the foregoing, Buyer and its Affiliates and Bausch Health Companies Inc. and its Subsidiaries may include or incorporate by reference the financial statements of the Products Business provided by Seller under Section 5.23.1 in any materials relating to the Financing, any other equity or debt financing by Buyer (or its Subsidiaries) or Bausch Health Companies Inc. (or its Subsidiaries) or in connection with any filings made by Buyer (or its Subsidiaries) or Bausch Health Companies Inc. (or its Subsidiaries) under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case where financial statements of the Products Business are required to be or are customarily included or incorporated by reference.

Financing Cooperation. (a) The Company Subject in all respects to Section 5.16(d) and Section 5.16(f), the Sellers and each of the Companies shall, and shall cause the Subsidiaries each of the Company their respective representatives (including their auditors) to, use their reasonable best efforts to cooperate with Buyer in connection with the Financing and the marketing efforts in connection therewith, including: (i) provide commercially reasonable assistance assisting with the preparation of (and any discussions regarding to the businessextent reasonably requested by Buyer, financial provide information and materials to be used in the preparation of) customary confidential information memoranda, offering memoranda, registration statements, projectionsprospectuses, prospectus supplements and management discussion similar offering documents, customary rating agency presentations and analysis customary lender and investor presentations, in each case necessary and customary for financings of the Company and type contemplated by the Subsidiaries of the Company, all for use in connection with any debt financing to be obtained by Parent in connection with the Merger Financing (the “FinancingSyndication and Offering Materials”), and ; (ii) request executing and delivering on behalf of the Companies customary definitive financing documents to the extent reasonably requested by Buyer, including certificates and other documents, to the extent reasonably requested by Buyer, provided that its independent accountants provide customary the Companies shall not be required to execute any definitive financing documentation (and reasonable assistance no such documentation shall be effective) until the Closing Date has occurred; (iii) furnishing to Parent in connection with providing customary comfort letters in connection with the Financing; providedBuyer (A) the audited combined balance sheet and related statements of income and cash flows, furtherincluding related notes thereto, that nothing in this Agreement shall require of the Company Food Business for each of the three years ending more than ninety (90) days prior to cause the delivery of Closing Date (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for or, after the FinancingClosing Date, other more than as allowed by the preceding clause ninety (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (4590) days prior to the date of such request. completion of any Permanent Financing); (bB) Notwithstanding anything to the contrary contained in this Agreement (unaudited interim combined balance sheet and the related statements of income and cash flows, including this Section 5.14): related notes thereto, of the Food Business for (i) nothing in this Agreement the interim period ended June 30, 2017 and (including this Section 5.14ii) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment interim period or other feesperiods after June 30, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective 2017 ending more than forty-five days prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective Date (or, after the Closing Date, more than forty-five days prior to the Closingdate of completion of any Permanent Financing), together with the comparative unaudited financial statements for the corresponding period in the prior year, which financial statements shall have been reviewed by the Companies’ independent auditors in accordance with PCAOB AS 4105 (4Interim Financial Information) require (it being understood and agreed that the Company financial statements in clauses (A) and (B) of this Section 5.16(a)(iii) shall comply as to provide form in all material respects with GAAP and the accounting requirements of the Securities Act and the rules and regulations promulgated thereunder applicable to a registration statement on Form S-3 filed with the SEC); (C) all other financial statements, financial data and other financial or operating information regarding the Food Business, in each case covering the periods specified in clauses (A) and (B) above, that are required by the Securities Act for a registered public offering of securities by Buyer for inclusion in a registration statement, prospectus or prospectus supplement with respect to such securities of Buyer; and (D) information regarding the Food Business reasonably necessary to assist Buyer in preparing pro forma financial statements required by SEC Regulation S-X (which shall include unaudited combined statements of income of the Food Business for the three months ended December 31, 2016 to the extent such period is required to prepare such pro forma financial statements) (the financial statements and other information in clauses (A) through (D), collectively, the “Required Permanent Financing Information”); (iv) cooperating with Buyer in the preparation of customary pro forma financial statements to be included in Syndication and Offering Materials, including providing access to audit work papers and assistance from key personnel; provided that neither the Seller nor the Companies shall be responsible for the preparation of such pro forma financial statements or any related pro forma adjustments reflecting adjustments; (v) requiring the Financing or any description of all or any component of the Financing Companies’ independent registered accounting firm to (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments A) provide customary consents to the extent otherwise relating inclusion of their audit reports and review reports with respect to the Company and required by financial statements furnished pursuant to Section 5.16(a)(iii) in any Form 8-K, marketing materials or registration statements of Buyer filed with the Financing)SEC, (5B) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation customary comfort letters (including any obligation to pay any commitment or other fees or reimburse any expensescustomary “tick and tie” and “negative assurance” comfort) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for capital markets transaction comprising a part of the Permanent Financing to the applicable underwriters, initial purchasers or placement agents thereof in this Section 5.14each case, in each case, on customary terms and consistent with the customary practice of such independent registered accounting firm, including by executing and delivering any customary representation letters to the independent registered accounting firm in connection therewith and (iiC) indemnify cooperate with the Permanent Financing consistent with their customary practice, including by participating in reasonable and hold harmless customary due diligence activities of Buyer and the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost Financing Sources (including cost by participating in a reasonable number of investigation), expense (including fees accounting due diligence sessions at times and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance locations reasonably acceptable to the Company, notifying Companies); (vi) consenting to the use of each of the Existing Loan Lenders Companies’ logos in connection with the Financing, provided that such logos are used solely in a manner that is not intended to or is reasonably likely to harm or disparage any of this Agreement the Companies; and (vii) cooperating reasonably with reasonable and customary due diligence efforts of the Financing Sources, including by (A) following reasonable prior notice to the Sellers and the contemplated Merger. At Parent’s electionCompanies, participating in a reasonable number of due diligence sessions with Buyer and the Existing Loan Notice Financing Sources and (B) providing to Buyer promptly, and in any event at least three (3) Business Days prior to the Closing Date, with all documentation and other information required by regulatory authorities with respect to one or more the Bridge Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that is required under paragraph 4 of Exhibit B of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective TimeCommitment Letter.

Financing Cooperation. (a) The Subject to Section 6.11(a), the Company shallshall and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its respective Representatives to, in each case at Parent’s sole expense, reasonably cooperate in connection with the Subsidiaries arrangement and closing of the Financing as may be reasonably requested by Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company toand its Subsidiaries). Such cooperation by the Company shall include, at the reasonable request of Parent, (i) provide commercially reasonable assistance furnishing, or causing to be furnished to, Parent and its Financing Sources, as promptly as reasonably practicable following Parent’s written request, such financial and other information as Parent shall reasonably request in order to consummate the Debt Financing, including (y) the financial statements and other information necessary to satisfy the conditions set forth in paragraphs 6, 7 and 8 of the Debt Commitment Letters; provided, that, in the case of quarterly or annual financial statements required pursuant to this Section 6.12 that have not been delivered to Parent prior to the date hereof, by a date that is not later than 45 days after the end of the relevant fiscal quarter, with respect to the preparation unaudited quarterly financial statements required pursuant to this Section 6.12, or, 90 days after the end of the relevant fiscal year in respect of the annual financial statements required pursuant to this Section 6.12, as applicable, and any discussions regarding (z) all financial statements and financial data of the businesstype required in registration statements on Form S-1 by Regulation S-X and Regulation S-K under the Securities Act and of a type and form customarily included in private placements pursuant to Rule 144A under the Securities Act, including, to the extent applicable with respect to such financial statements, projections, the report of the Company’s auditors thereon and related management discussion and analysis of the Company financial condition and the Subsidiaries results of the Companyoperations, all in each case with customary exceptions for use in connection a Rule 144A offering, together with any debt financing to be obtained by Parent in connection with the Merger (the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary drafts of comfort letters in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary customary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X private placements under Rule 144A under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations auditors of the Company which such auditors are prepared to issue at the time of pricing of such debt securities and the closing thereof upon completion of customary procedures (collectively, the “Required Information,” provided that in no event shall the Required Information be deemed to include or any of the Subsidiaries of the Company, (3) require shall the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would otherwise be effective prior to the Closing, (4) require the Company required to provide (A) such pro forma financial statements or pro forma adjustments reflecting unless Parent has provided to the Financing Company (a) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by the Parent to be reflected in such pro forma and summary financial data and (b) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent, (B) any description of all or any component of the Financing, including any “description of notes,” (C) risk factors relating to all or any component of the Financing or (D) Subsidiary financial statements or any other information of the type required by Rule 3-09, Rule 3-10 (other than a customary summary of such information) or Rule 3-16 of Regulation S-X, (E) Compensation Disclosure and Analysis required by Regulation S-K Item 402(b) or (F) except to the extent customarily included in private placements pursuant to Rule 144A under the Securities Act, information required by Items 10-14 of Form 10-K, (ii) causing the Company’s and its Subsidiaries’ management teams, with appropriate seniority and expertise, to participate in a reasonable number of meetings, lender presentations, due diligence sessions, drafting sessions, road shows and meetings with prospective lenders and ratings agencies, in each case, upon reasonable advance notice and at mutually agreed times, (iii) providing reasonable assistance to Parent in its preparation of rating agency presentations, bank information memoranda and offering documents (including a bank information memorandum that does not include material non-public information), offering memoranda, private placement memoranda and similar documents required in connection with the Financing (it being understood that including requesting any consents of accountants for use of their reports in any materials relating to the Financing and the delivery of one or more customary representation letters), (iv) facilitating the pledging of collateral in connection with the Financing, including, executing and delivering any customary pledge and security documents, currency or interest hedging arrangements or other customary definitive financing documents, surveys and title insurance (including non-imputation title policy endorsements and affidavits reasonably required by the title company), and documents as may be reasonably requested by Parent (including a certificate of the chief financial officer of the Company (who is or will be such officer as of the Effective Time) with respect to solvency matters in the term set forth in Annex I to Exhibit D of the Debt Commitment Letters as of the Closing, on a pro forma basis) as are, in the good faith determination of the persons executing such documents, accurate, or otherwise facilitating the pledging, granting of security interests in, and otherwise granting of liens on, the Company’s assets, pursuant to such agreements from and after the Closing as may be reasonably requested by Parent, provided, that none of the documentation described in this clause (iv) shall use be effective until the Effective Time, (v) causing the taking of corporate actions (subject to the occurrence of the Closing) by the Company and its Subsidiaries reasonably necessary to permit the completion of the Debt Financing, (vi) facilitating the execution and delivery at the Closing of definitive documents reasonably related to the Financing on the terms contemplated by the Debt Commitment Letters, (vii) using reasonable best efforts to assist permit the Financing Sources to benefit from the existing lending relationships of the Company and its Subsidiaries, (viii) assisting Parent in preparation procuring a public corporate credit rating and a public corporate family rating in respect of pro forma financial adjustments the relevant borrower under the “Credit Facilities” and public ratings for any of the Credit Facilities or notes issued in connection with the Debt Financing, (ix) obtaining customary authorization letters with respect to the extent otherwise bank information memoranda from a senior officer of the Company and requesting consents of accountants for use of their reports in any materials reasonably relating to the Debt Financing, (x) at least five (5) Business Days prior to the Closing, providing all documentation and other information about the Company and required as is reasonably requested by the Financing Sources with respect to applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT Act. The Company hereby consents to the reasonable use of the Company’s and its Subsidiaries’ logos in connection with the Financing), provided that such logos are used in a manner that is not intended to harm or disparage the Company or their marks and on such other customary terms and conditions as the Company shall reasonably impose. Notwithstanding anything herein to the contrary, clauses (5i)-(x) above shall not (A) require the Company or any of its Subsidiaries to be the issuer of any securities or issue any offering or information document or before the Closing, (B) involve any binding commitment by the Company or any of its Subsidiaries which commitment is not conditioned on the Closing and does not terminate without liability to the Company or any of its Subsidiaries upon the termination of this Agreement or (C) require the Company or any of its Subsidiaries to enter into or approve any Financing or purchase agreement for the Financing, provided that, upon the reasonable request of Parent, the Company’s Subsidiaries may approve any Financing so long as such approval is expressly conditioned on the Closing and does not impose any liability to the Company or its Subsidiaries upon termination of this Agreement. All non-public or other confidential information provided by the Company to provide pro forma financial statements Parent or pro forma adjustments reflecting transactions its Affiliates pursuant to this Section 6.12 shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent shall be permitted to disclose such information to rating agencies and prospective lenders and investors during syndication of the debt financing contemplated by the Debt Commitment Letters or required hereunder (it being understood that syndication of the equity financing, subject to ordinary and customary confidentiality undertakings Parent shall promptly reimburse the Company shall use for any reasonable best efforts to assist out-of-pocket expenses and costs incurred in preparation of pro forma financial adjustments connection with the Company’s or its Affiliates’ obligations under this Section 6.12. Notwithstanding anything in this Agreement to the extent otherwise relating contrary, (i) neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with the Financing (or any alternative financing) prior to the Company and required by the Financing)Effective Time, or pay any expenses prior to the Effective Time that are not promptly reimbursed by Parent as set forth in this Section 6.12, (6ii) require the Company, any of the Subsidiaries no officer of the Company or any of their respective boards of directors (its Subsidiaries shall be required to deliver any certificate or equivalent bodies) opinion or take any other action pursuant to approve or authorize this Section 6.12 to the Financingextent any such action would reasonably be expected to result in personal liability to such officer, and (iiiii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) the board of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries directors of the Company and shall not be required to approve any of its Financing or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of agreements related thereto (or waivers under or other changes toany alternative financing) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time. The Company and its Subsidiaries shall use their reasonable best efforts to periodically update any Required Information provided to Parent as may be reasonably necessary so that such Required Information (i) meets the condition set forth in the first proviso in the definition of “Marketing Period”, (ii) meets the applicable requirements set forth in the definition of “Required Information,” and (iii) would not, after giving effect to such update(s), result in the Marketing Period to cease to be deemed to have commenced.

Financing Cooperation. (a) The Prior to the Effective Time, the Company shalland its Subsidiaries shall use reasonable best efforts to, and shall use reasonable best efforts to cause the Subsidiaries of the Company their respective Representatives to, cooperate with Parent as necessary in connection with the Financing as may be reasonably requested by Parent, including using reasonable best efforts to: (i) provide commercially reasonable assistance assist with the preparation of and any discussions regarding providing customary information and materials to be used in the businesspreparation of customary confidential information memoranda, financial offering memoranda, registration statements, projectionsprospectuses, prospectus supplements and management discussion similar offering documents, customary rating agency presentations and analysis customary lender and investor presentations, in each case necessary and customary for financings of the type contemplated by the Financing (the “Syndication and Offering Materials”) (provided that in connection with the foregoing, no such Syndication and Offering Materials shall be issued by the Company or any of its Subsidiaries); (ii) provide (A) audited consolidated balance sheets and related audited statements of income, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries for each of the three most recently completed fiscal years ending at least sixty (60) days prior to the Closing Date, prepared in accordance with GAAP; and (B) unaudited condensed consolidated balance sheets and related unaudited condensed consolidated statements of income, changes in stockholders’ equity and cash flows for each subsequent fiscal quarter of the Company and its consolidated Subsidiaries ending after the date of the most recently ended fiscal year for which financial statements have been delivered pursuant to the foregoing clause (A) and at least forty (40) days prior to the Closing Date (but, excluding the fourth quarter of any fiscal year), prepared in accordance with GAAP, together with unaudited financial statements for the corresponding period of the prior year (and in the case of clauses (A) and (B) meeting the requirements of Rule 3-05 of Regulation S-X under the Securities Act, (it being understood and agreed that the timely filing of the financial statements in clauses (A) and (B) of this Section 6.12(a)(ii) on Form 10-K or Form 10-Q, as applicable, shall satisfy the requirements hereunder); (iii) provide promptly, and in any event at least three (3) Business Days prior to the Closing Date to the extent reasonably requested by Parent no later than ten (10) Business Days prior to the Closing Date, all documentation and other information about the Company and its Subsidiaries required by regulatory authorities with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that is required under paragraph 9 of Annex C of the Commitment Letter; (iv) cause senior management of the Company and its Subsidiaries to cooperate reasonably with customary due diligence efforts of the Financing Sources, including being available to participate in a reasonable and customary number of due diligence sessions with the underwriters and the lead arrangers with respect to the Financing; and (v) consent to the use of the Company, all for use in connection with any debt financing to be obtained by Parent in connection with ’s and the Merger (the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters Company’s Subsidiaries’ logos in connection with the Financing; provided, further, that nothing such logos are used solely in this Agreement shall require a manner that is not intended to or is reasonably likely to harm or disparage the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such requestits Subsidiaries. (b) Notwithstanding anything in this Section 6.12 to the contrary contained contrary, in this Agreement (including fulfilling its obligations pursuant to this Section 5.14): 6.12, neither the Company nor any of its Subsidiaries shall be required to take any action that would: (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or any its Subsidiaries; (ii) require disclosure of information in the Subsidiaries Syndication and Offering Materials if, in the reasonable judgment of the Company, such disclosure would cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated; (3iii) require the Company or its Subsidiaries to prepare pro forma financial statements or any financial statements, projections, other forward-looking information or other information that are not available to it and prepared in the ordinary course of its financial reporting practice; (iv) subject any director, officer, manager employee, accountant, legal counsel or other Representative of the Company or its Subsidiaries to any personal Liability; (v) in the reasonable judgment of the Company after consultation with its outside legal counsel, (x) result in the contravention of, or would reasonably be expected to result in a violation or breach of, or a default under, the Company Organizational Documents or Subsidiary Organizational Documents, any Applicable Laws or under any material Contract or (y) require the Company to provide access to or disclose information that the Company reasonably determines would result in a loss or waiver of attorney-client privilege of the Company or its Subsidiaries (in each case it being agreed that the Company shall give notice to Parent of the fact that it is withholding such information or documents pursuant to this clause (v)(y), and thereafter the Company and Parent shall reasonably cooperate to cause such information to be provided in a manner that would not reasonably be expected to violate the applicable restriction or waive the applicable privilege or protection); (vi) take or permit the taking of any action that would cause any covenant, representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries; (vii) require the Company to prepare separate financial statements for any Subsidiary of the Company; (viii) require the Company or any of the its Subsidiaries of the Company to enter into execute, deliver or approve perform any agreement agreement, instrument or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist document in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by connection with the Financing), ; (5ix) require the Company or the any of its Subsidiaries of the Company to provide pro forma financial statements adopt any resolution or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by take any similar actions approving the Financing), ; (x) require the delivery of opinions of internal or external counsel; (6xi) require the Company, any of the its Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation Representatives to pay any commitment or other fees fee, bear any expense, provide any indemnity or reimburse security, incur any expensesother Liability or assume any obligation in connection with the Financing that is not subject to indemnification or reimbursement under Section 6.12(c); or (xii) of the Company, the Subsidiaries of the Company, or cause any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating condition to the Financing shall Closing set forth in this Agreement to not be effective until the Closingsatisfied. (c) Parent shall (i) shall, promptly upon the request of the Company, reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable attorneys’ fees and documented costs and expenses of counsel and accountantsother Representatives) incurred by the Company the Subsidiaries of the Company and or any of its or their Representatives Affiliates in connection with any the cooperation provided for in contemplated by this Section 5.14, and (ii) 6.12. Parent shall indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its Affiliates and their respective directors, officers, managers, employees and Representatives from and against any claimand all liabilities, losslosses, damagedamages, injuryclaims, liabilitycosts, judgmentexpenses, awardawards, penalty, fine, Tax, cost (including cost of investigation), expense (including fees judgments and expenses of counsel and accountants) penalties suffered or settlement payment incurred as a result of, or by them in connection with, any cooperation provided for in this Section 5.14 or with the Financing and any information used cooperation or other actions taken pursuant to this Section 6.12 except in connection therewiththe event such liabilities, unless losses, damages, claims, costs, expenses, awards, judgments and penalties arise out of or result from the fraud, gross negligence, willful misconduct or bad faith by the Company acted in bad faith or with gross negligence its Affiliates or such directors, officers, managers, employees and other than in the case of fraudRepresentatives. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.

Financing Cooperation. (a) The Company shall, and shall cause its Subsidiaries to, and shall cause its and their Representatives to, use reasonable best efforts to provide all cooperation reasonably requested by Parent, or as Parent may reasonably determine necessary or advisable, in connection with financing arrangements (including, without limitation, assisting in the Subsidiaries arrangement of new financing arrangements (including the Financing) and any assumptions, guarantees, amendments, supplements, modifications, refinancings, replacements, repayments, redemptions, terminations or prepayments of existing financing arrangements of Parent or the Company or their respective subsidiaries) to fund the cash portion of the Merger Consideration, the completion of the Merger or the other transactions contemplated hereby or to be consummated in connection therewith and the payment of related fees and expenses. Such cooperation shall include, without limitation, (A) furnishing Parent and any of its Financing Sources with (i) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows for the Company for the fiscal quarter ended June 30, 2017 and each subsequent fiscal quarter (other than the fourth fiscal quarter in any fiscal year) ended after the close of its most recent fiscal year and at least forty (40) days prior to the Closing Date (with respect to which independent auditors have performed a SAS 100 review) and (ii) in the event that the Closing Date occurs on a date that is more than sixty (60) days following December 31, 2017, audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows for the fiscal year ended December 31, 2017, in each case prepared in accordance with GAAP and (B) using reasonable best efforts to (i) cause management teams of the Company toor its Subsidiaries, (i) with appropriate seniority and expertise, upon reasonable notice, to participate in, and provide commercially reasonable and timely assistance with the preparation of materials for, meetings, due diligence and any discussions regarding the businessdrafting sessions, financial statementsrating agency presentations and road shows, projectionsif any, and management discussion and analysis of related to such financing arrangements; (ii) provide information with respect to the Company and the its Subsidiaries reasonably requested by Parent or any of the Companyits Financing Sources to facilitate such financing arrangements, all for use in connection with any debt financing to be obtained by including reasonably assisting Parent in connection with the Merger (the “Financing”), and (ii) request that its independent accountants provide customary and reasonable assistance to Parent in connection with providing customary comfort letters in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): (i) nothing in this Agreement (including this Section 5.14) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or any of the Subsidiaries of the Company, (3) require the Company or any of the Subsidiaries of the Company to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing, (4) require the Company to provide pro forma financial statements or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments information and financial statements to be included in any Offering Document; (iii) as promptly as practical upon the extent otherwise reasonable request of Parent, furnish Parent and any of its Financing Sources with such financial and other information reasonably requested by Parent relating to the Company and or its Subsidiaries that is customary or reasonably required by for the Financing), (5) require the Company or the Subsidiaries preparation of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder Offering Documents; (it being understood that the Company shall use reasonable best efforts to iv) assist in the preparation of pro forma financial adjustments SEC filings to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries of the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, the Subsidiaries of the Company, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and documented costs and expenses of counsel and accountants) incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any cooperation provided for in this Section 5.14, and (ii) indemnify and hold harmless the Company, the Subsidiaries of the Company and any of its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, any cooperation provided for in this Section 5.14 or the Financing and any information used in connection therewith, unless the Company acted in bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared made by Parent, in form and substance reasonably acceptable to the Companyoffering memoranda, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s electionprivate placement memoranda, the Existing Loan Notice with respect to one or more of the Existing Loan Documents may include a request for a consentprospectuses, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Time.bank confidential information

Financing Cooperation. (ai) The Company shallagrees to, and shall cause the its Subsidiaries of the Company to, (i) and shall use its reasonable best efforts to cause its and their representatives to, provide commercially reasonable assistance with the preparation of to Parent and any discussions regarding the businessMerger Sub, financial statementsat Parent’s sole expense, projections, and management discussion and analysis of the Company and the Subsidiaries of the Company, all for use in connection with any debt financing to be obtained such cooperation reasonably requested by Parent in connection with the Merger arrangement of the Financing (which for purposes of this Section 7.14 shall be deemed to include the “Alternative Financing”), including, without limitation, (A) participation by officers and employees of the Company in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and ratings agencies, (B) (1) furnishing Parent and its Financing Sources as promptly as practicable with (x) audited consolidated balance sheets as of October 2, 2009 and October 1, 2010 and related audited statements of income, stockholders’ equity and comprehensive income and cash flows of the Company and its Subsidiaries, for each of the years in the three-year period ended October 1, 2010, no later than December 15, 2010 and (y) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries, for each fiscal quarter ended after the date hereof but at least forty (40) days before the Closing Date, and comparable prior year periods, no later than such unaudited financial information is required to be filed by the Company under the Exchange Act (without giving effect to any extension period), and (ii2) request furnishing all financial statements, business and other financial data, audit reports and other information regarding the Company and its Subsidiaries of the type and for the time periods that would be required by Regulation S-X and Regulation S-K promulgated under the Securities Act for a registered public offering of debt securities of the Company (provided that Parent shall be responsible for the preparation, with the assistance of the Company and its independent accountants, of pro forma financial statements), to the extent the same is of the type and form customarily included in an offering memorandum, private placement memorandum, and similar documents for private placements of high-yield bonds under Rule 144A promulgated under the Securities Act, including audits thereof to the extent so required (which audits shall be unqualified, except to the extent set forth in Section 1.1 of the Company Disclosure Letter), or otherwise necessary to receive from the Company’s independent accountants provide customary “comfort” (including “negative assurance” comfort) with respect to the financial information to be included in such offering memorandum (all such information in this clause (B), collectively, the “Required Information”), (C) assisting Parent and Merger Sub and the Financing Sources in the preparation of any offering documents, lender and investor presentations, rating agency presentations, marketing materials, private placement memoranda, bank information memoranda (including the delivery of customary representation and authorization letters) and similar documents for the Financing (all such documents and materials, the “Offering Documents”), (D) assisting in negotiation of definitive documents as may be reasonably requested by Parent, (E) entering into such definitive financing documents and such other customary documents as may be reasonably requested by Parent, including officers certificates and a certificate of the chief financial officer of the Company with respect to solvency matters and including requesting customary legal opinions from outside counsel; provided that no obligation of the Company or any Subsidiaries of the Company under any agreement, document or pledge shall be operative until the Effective Time, (F) facilitating the pledging of collateral (including entering into mortgages and leasehold mortgages and all other documentation reasonably required for any real property related financing, if reasonably requested) and removal of Liens, provided that no pledge or removal of Liens shall be operative until the Effective Time, (G) cooperating to permit the prospective lenders involved in the Financing to evaluate and assess the assets of the Company and its Subsidiaries for the purpose of establishing collateral arrangements to the extent customary and reasonable, (H) obtaining assistance and cooperation of its accountants, including participating in a reasonable assistance number of drafting and accounting due diligence sessions and providing consents for the use of their reports in materials related to the Financing or Alternative Financing and comfort letters, and providing such accountants with any documentation requested by them in connection therewith, (I) using reasonable best efforts to obtain surveys, consents, approvals, authorizations, environmental assessments and title insurance (including by providing such affidavits and non-imputation endorsements in connection therewith) as reasonably requested by Parent, (J) adopting all customary Company Board resolutions and consents, subject to the occurrence of the Closing, necessary to permit the consummation of the Debt Financing, (K) obtaining customary payoff letters, Lien terminations and customary instruments of discharge and termination in full of all indebtedness and Liens, as reasonably requested, (L) using reasonable best efforts to assist Parent in connection obtaining corporate and facilities ratings for the Debt Financing, and (M) furnishing Parent and the Financing Sources promptly, and in any event at least five (5) days prior to the Closing Date, with providing customary comfort letters all documentation and other information required by Governmental Entities with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Financing; provided, further, provided that nothing such logos are used in this Agreement shall require a manner that is not intended to harm or disparage the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by the preceding clause their marks; (ii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not customarily prepared by the Company with respect to any period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.14): 7.14(c)), (iA) nothing in this Agreement (including this Section 5.147.14(c)) shall require any such cooperation to the extent that it would (1) require the Company or any of its Subsidiaries or representatives, as applicable, to waive or amend any terms of this Agreement or agree to pay any commitment commitment, consent or other fees, fees or reimburse any expenses prior to the Effective Time, or otherwise incur any liabilities liability or obligation or give any indemnities prior to that is not contingent upon the ClosingEffective Time, (2) unreasonably interfere with the ongoing business or operations of the Company or any of the Subsidiaries of the Companyand its Subsidiaries, (3) require the Company or any of its Subsidiaries to take any action that will conflict with or violate the Subsidiaries Company’s organizational documents or any Laws or the Contracts governing the existing Indebtedness of the Company to enter into or approve any agreement result in the contravention of, or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would reasonably be effective prior expected to result in a violation or breach of, or default under, any Contract to which the ClosingCompany or any of its Subsidiaries is a party, or (4) require the Company to provide pro forma financial statements result in any officer or pro forma adjustments reflecting the Financing or any description of all or any component of the Financing (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), (5) require the Company or the Subsidiaries of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions contemplated or required hereunder (it being understood that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the extent otherwise relating to the Company and required by the Financing), or (6) require the Company, any of the Subsidiaries director of the Company or any of their respective boards of directors (or equivalent bodies) its Subsidiaries incurring any personal liability with respect to approve or authorize any matters relating to the Financing, and (iiB) no actionany bank information memoranda and high-yield offering memoranda required in relation to the Debt Financing, liability other than representation letters and authorization letters as required by Section 7.14(c)(i)(C), need not be issued by the Company or obligation any of its Subsidiaries and shall contain disclosure and pro forma financial statements reflecting the Surviving Corporation and/or its Subsidiaries as the obligor; (iii) Subject to the limitations in Section 7.14(c)(ii), the Company shall, and shall cause its Subsidiaries to, use its and their reasonable best efforts to cause its and their representatives to, at the sole expense of Parent, provide all cooperation reasonably requested by Parent in connection with any payment, purchase (pursuant to tender offer or otherwise), redemption, defeasance, satisfaction and/or discharge of any outstanding Indebtedness of the Company or any Subsidiary in connection with the transactions contemplated hereby, including, without limitation, (x) the prepayment or discharge of any obligations owed by the Company and any Affiliate pursuant to the Company Existing Credit Facility and any related loan document (subject to and conditioned upon the Closing), or (y) commencing, as soon as reasonably practicable following a request from Parent to do so, offers to purchase, and any related consent solicitations with respect to, any outstanding Indebtedness evidenced by indentures (“Note Indebtedness”) on the terms and conditions reasonably specified by Parent but to be conditioned upon the Closing, which terms and conditions (other than the condition that the Closing is consummated) shall be amended or waived as directed by Parent (collectively, the “Debt Offers”); not making any changes to the terms of the Debt Offers, or waiving any of the conditions thereto, without the prior written consent of Parent; preparing appropriate documentation (including offers to purchase and consent solicitation statements, related letters of transmittal, and other related documents) relating to any obligation to pay Debt Offers, with the assistance of Parent, and amending or supplementing any commitment or other fees or reimburse any expenses) of such documentation if the Company, any of its Subsidiaries or Parent shall determine that such amendment or supplement is required so that such documentation 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 Subsidiaries statements therein, in light of the circumstances under which they were made, not misleading (and notifying Parent of any event or condition giving rise to such determination); providing Parent and its legal counsel a reasonable opportunity to review and have their respective comments incorporated into any documentation related to any Debt Offer; entering into appropriate supplemental indentures with respect to the amendments to the indentures contemplated by the Debt Offers and providing such other documentation, including opinions and certificates, as may be required in connection therewith (provided that no such supplemental indenture shall become operative until all conditions to the applicable Debt Offer have been satisfied or waived); engaging one or more dealer managers, information agents, depositaries and other agents, as selected by Parent and reasonably acceptable to the Company, and entering into customary documentation in connection therewith (including a customary dealer manager agreement); and complying with the requirements of Rule 14e-1 under the Exchange Act and any other applicable Law in connection with any Debt Offer; or, at the option of Parent, in lieu of any of the Debt Offers, effecting a redemption, covenant defeasance or a satisfaction and/or discharge of any Note Indebtedness pursuant to the terms of the applicable indenture (subject to and conditioned upon the Closing); provided, that Parent or the Surviving Corporation shall fund any such purchase pursuant to any Debt Offer or any of their respective Representatives under any certificateredemption, agreement, arrangement, document defeasance or instrument relating to the Financing shall be effective until the Closingsatisfaction and/or discharge. (civ) Parent shall (i) shall, promptly upon request from the Company, reimburse the Company for all reasonable and documented out-of-pocket costs or expenses (and costs, including reasonable fees of outside accountants and documented costs and expenses of counsel and accountants) outside legal counsel, to the extent incurred by the Company the Subsidiaries of the Company and any of its or their Representatives in connection with any the Company’s or its Subsidiaries’ cooperation provided for in under this Section 5.147.14. Parent and Merger Sub shall, on a joint and (ii) several basis, indemnify and hold harmless the Company, the Subsidiaries of the Company Related Parties and any of their respective Affiliates and its and their Representatives respective representatives from and against any claimand all losses, lossdamages, damageclaims, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost costs or expenses suffered or incurred by any of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or them in connection withwith the Financing, any cooperation provided for in actions taken pursuant to this Section 5.14 or the Financing 7.14, and any information used utilized in connection therewith, unless except with respect to any losses, damages, claims, costs or expenses to the extent resulting from or by reason of information provided by or at the direction of the Company, the Company acted in Related Parties or any of their respective Affiliates or to the extent that such losses, damages, claims, costs or expenses, directly or indirectly, resulted from or arose out of the willful misconduct, bad faith or with gross negligence and other than in the case of fraud. (d) Without limiting the generality of the foregoing, promptly following Parent’s request, the Company shall deliver to each of the lenders under the Existing Indebtedness (the “Existing Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Merger. At Parent’s election, the Existing Loan Notice with respect to one Related Parties or more of the Existing Loan Documents may include a request for a consent, in form and substance reasonably acceptable to the Company (an “Existing Loan Consent”), to (1) the consummation of the Merger and the other transactions contemplated by this Agreement, and (2) certain modifications of (or waivers under or other changes to) the Existing Loan Documents; provided, that no such modifications, waivers or changes shall be effective prior to the Effective Timetheir respective Affiliates.