Common use of Financing Cooperation Clause in Contracts

Financing Cooperation. If requested by Purchaser, the Company will provide the following cooperation in connection with the Purchaser obtaining any Permitted Loan: (a) subject to applicable Law, using reasonable efforts to (i) deposit such pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible to do so or (ii) without limiting the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (b) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by Purchaser(a) Subject to the limitations set forth in Section 5.1 and Section 5.2, between the date of this Agreement and the earlier of the Effective Time and the time, if any, at which this Agreement is terminated pursuant to Section 8.1, (i) the Parties shall cooperate in good faith to implement any necessary, appropriate or desirable amendments or other arrangements in connection with each Party's and their respective Subsidiaries' documents governing or relating to Indebtedness as may reasonably be necessary or advisable to effect the Transactions (any such amendments or other arrangements, "Pre-Merger Financing Transactions"), and (ii) in connection with such cooperation, the Company will Parties agree to use their reasonable best efforts to provide the following cooperation such information to each other as may be necessary or advisable in connection with the Purchaser obtaining structuring, marketing and execution of any Permitted Loan: such Pre-Merger Financing Transactions, including (aA) subject prior to applicable Lawthe closing date of any such Pre-Merger Financing Transactions, using reasonable efforts (1) participating in meetings and due diligence sessions, (2) assisting with the preparation of any portion of the disclosure, presentations or syndication and marketing materials in relation to such Pre-Merger Financing Transactions that relate to the Transactions (i) deposit such pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible to do so or (ii) without limiting the generality of sub-clause (iincluding by providing any financial information and operational data), if such Securities and/or Warrant Shares are eligible for resale under Rule 144Aand (3) delivering, depositing such pledged Securities in book entry form on or procuring the books of The Depository Trust Company or other depository with delivery of, customary restrictive legendsrepresentation letters, (b) if so requested by such lender or counterpartyauthorization letters and, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent required by the Purchaser or its Affiliates continues Pre-Merger Financing Transactions, accountants' comfort and agreed-upon procedures letters and any accountants' consent letters related to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations any of the Company relating foregoing and (B) on or immediately prior to procedures and specified time periods for effecting transfers and/or conversions upon foreclosurethe Effective Time, agreements to not hinder delivering or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to procuring the delivery of the Securities and/or Warrant Shares, as applicable, Pre-Merger Financing Documents. (b) Neither Hurricane nor Cyclone shall be required by this Section 6.16 to provide the relevant lender for crediting other Party or the Representatives of such other Party with access to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with or to disclose information (i) that such Party or its Representatives is prohibited from providing under the terms of this Agreement, including a right for such lender as confidentiality agreement with a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence entered into prior to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms date of this Agreement or applicable Law, (B) to entered into after the extent applicable, whether the registration rights under the Registration Rights date of this Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares ordinary course of business and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a not otherwise in breach of this Agreement. The Purchaser Parties acknowledge and agree Agreement (provided, however, that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (ii) the disclosure of which would violate any applicable Law or legal duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not be entitled in violation of any such Law or duty) or (iii) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the statements and agreements maximum extent that does not result in a loss of the Company in an Issuer Agreement against the Companyany such attorney-client, attorney work product or other legal privilege).

Financing Cooperation. (a) If requested by the Purchaser, the Company will provide the following cooperation in connection with the Purchaser obtaining any Permitted LoanLoan or Permitted Debt Financing Transaction: (a) subject to applicable Law, using reasonable efforts to (i) deposit entering into an issuer agreement (an “Issuer Agreement”) with each lender in the form attached hereto as Exhibit C, and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible to do so or changes thereto as are requested by such lender, (ii) without limiting the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (b) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register registering the pledged Securities Notes, the shares of Company Common Stock to be issued upon conversion of the Notes, the Warrants and/or Warrant Shares Shares, as applicable, in the name of the relevant lender, counterparty, custodian or similar party to a Permitted LoanLoan or Permitted Debt Financing Transaction, with respect to Permitted Loans solely as securities intermediary and only to the extent the such Purchaser or its Affiliates continues to beneficially own such pledged Securities Notes, Warrants and/or Warrant Sharesshares of Company Common Stock, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (diii) entering into customary triparty agreements with each lender and any applicable the Purchaser relating to the delivery of the Securities Notes, the Warrants and/or Warrant Shares, as applicable, shares of Company Common Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, purchase price including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities Notes, the Warrants and/or Warrant Shares, as applicable, shares of Company Common Stock upon payment of the Purchase Price purchase price therefor in accordance with the terms of this Agreement and (eincluding satisfaction of the conditions set forth in Section 2.03(d)) and/or (iv) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. . (b) Anything in the preceding sentence Section 4.09(a) to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement in connection with a Permitted Loan is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities Notes, the Warrants and/or Warrant Shares, as applicable, the underlying shares of Company Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable LawAgreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement Article V are being assigned to the lenders under that Permitted Loan, (C) that an event of default (as contemplated by the Margin Loan Agreement as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities Notes, the underlying shares of Company Common Stock, the Warrants and/or the Warrant Shares and a transfer to a Third Party for cash constitutes the only circumstances under which the Purchaser may sell the Notes, the underlying shares of Company Common Stock, the Warrants and/or the Warrant Shares in order to satisfy a margin call or repay a Permitted Loan, in each case to the extent necessary to satisfy or avoid a bona fide margin call on such Permitted Loan and that such provisions do not violate the terms of this Agreement and (D) such the Purchaser acknowledges and agrees that the Company will be relying on such certifications certificate when entering into the Issuer Agreement and any inaccuracy thereof in such certificate will be deemed a breach of this Agreement. The Purchaser Parties acknowledge acknowledges and agree agrees that the statements and agreements of the Company in any an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any the Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company. (c) The Company’s obligation to deliver an Issuer Agreement in connection with a Permitted Debt Financing Transaction is conditioned on (x) the Purchaser delivering to the Company a copy of the agreement for such Permitted Debt Financing Transaction and (y) the Purchaser certifying to the Company in writing that (A) the counterparty to such Permitted Debt Financing Transaction is a bank or broker-dealer that is engaged in the business of financing debt securities and similar instruments, (B) the execution of such Permitted Debt Financing Transaction and the terms thereof do not violate the terms of this Agreement, (C) to the extent applicable, whether the registration rights under Article V are being assigned to the counterparty under that Permitted Debt Financing Transaction, (D) that an event of default (which shall be only credit events of the Purchaser and/or its controlled Affiliate and other events of default customary in margin lending and liquidity or debt leverage facilities) by the Purchaser or its controlled Affiliate constitutes the only circumstances under which the counterparty or counterparties under the Permitted Debt Financing Transaction may exercise rights and remedies to transfer to itself or sell, during the Restricted Period, the Notes, the underlying shares of Company Common Stock, the Warrants and/or the Warrant Shares purchased from Purchaser (or its controlled Affiliate) or held as a hedge, and (E) the risk of changes to the trading price of the Company’s Common Stock is not transferred, in whole or in part, to the counterparty to such Permitted Debt Financing Transaction in the absence of such an event of default. (d) Upon request by the Purchaser, the Company shall consider in good faith any amendments to this Agreement, the Indenture, the Notes or the Warrants proposed by the Purchaser necessary to facilitate the consummation of a Permitted Loan transaction or Permitted Debt Financing Transaction, and the Company shall consent to any such amendment that is not adverse in any respect to the interests of the Company (as determined in good faith by the Company or the Board of Directors, excluding any SL Directors), it being acknowledged that the registration of the Notes and the Warrants and the related underlying shares of Company Common Stock for resale by the Target Registration Date is not adverse to the interests of the Company.

Financing Cooperation. If requested by Prior to Closing, the Sellers shall use and shall (subject to any legal limitations) cause the Target Companies to use commercially reasonable endeavours to provide to the Purchaser, at the Company will provide the following Purchaser’s sole expense, such cooperation in connection with the Purchaser obtaining any Permitted Loan: (a) subject to applicable Law, using reasonable efforts to (i) deposit such pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible to do so or (ii) without limiting the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (b) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt for the operation purposes of assisting the Purchaser in respect of (i) the preparation of its debt financing (including syndication) arrangements and (ii) the preparation of the Company’s business. Anything in refinancing of the preceding sentence existing financing (including hedging), bank guarantee or similar requirements of the Target Companies which have to be refinanced upon Closing due to change of control or similar provisions or need to be repaid by Closing under the terms of the Purchaser's debt financing or such other financing which is to be repaid and/or cancelled within 30 (thirty) calendar days of the Closing Date or, with respect to the contrary notwithstandingColombian Entities, within 30 (thirty) calendar days of a Deferred Closing, as the Company’s obligation case may be, including any change of control or similar waivers, security releases, and the submission of prepayment and other notices, in connection with the transactions contemplated under this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall cooperate (each acting reasonably) prior to deliver an Issuer the Closing Date to identify the Financial Debt that is subject to any cancellation right of the financing party due to a change of control or similar provision that may be triggered by virtue of the transactions contemplated by this Agreement is conditioned on or other Transaction Documents or shall otherwise be repaid and/or cancelled within 30 (thirty) days of the Closing Date or, with respect to the Colombian Entities, within 30 (thirty) days of a Deferred Closing, as the case may be, and to identify any Prepayment Amounts in respect thereof. Nothing in this clause 15.4 shall require any member of the Sellers' Groups or any Target Company to take any action under this clause 15.4 to the extent doing so would (A) interfere or disrupt unreasonably with the business or operations of any member of the Sellers' Groups or any Target Company or (B) require any member of the Sellers' Groups or any Target Company to take any action that would conflict with or violate any such entity's (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (providedconstitutional documents, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) any of its contracts or duties of confidentiality unless each recipient of the information agrees to back-to-back confidentiality agreements or (z) any laws or (C) result in any member of the Sellers' Group or any Target Companies or any of their respective officers, directors, employees, advisors, agents or other representatives incurring or exposing itself to any personal liability or (D) require any member of the Sellers' Groups or any Target Company to enter into any documentation or to make any declarations or statements or to assume, incur or exposing itself to any liability or obligations (other than (i) any prepayment and/or cancellation notices in connection with any Financial Debt which can effectively be made and are so made explicitly subject to Closing having occurred and / or (ii) any documentation by the Target Companies (including release documentation) which is only released and effective as from the Closing). Purchaser certifying to shall indemnify, defend and hold each member of the Sellers' Groups, each Target Company and each of their respective representatives (i.e., employees, officers, directors, advisers and other representatives) harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) incurred by such member of the Sellers' Groups or Target Company and their respective representatives in writing that (A) the loan agreement connection with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with any action or support granted under this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) clause 15.4 except to the extent applicablethat such liabilities, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loanlosses, (C) an event damages, costs, and expenses arise out of default (as defined in the Issuer Agreement) constitutes the gross negligence or wilful misconduct by a member of Sellers' Groups or a Target Company. The Sellers shall only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed liable for a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party obligations under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements clause 15.4 in case of the Company in an Issuer Agreement against the Companywilful misconduct and/or gross negligence.

Financing Cooperation. If requested by Purchaser(a) Prior to the Effective Time, the Company will shall, and shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause its and their Representatives to, provide the following all customary cooperation and all customary financial and other information, in each case, that is reasonably requested by Parent in connection with any new financing by Parent in connection with the Purchaser obtaining refinancing, replacement or repayment of any Permitted Loan: Indebtedness (a) subject to applicable Law, using reasonable efforts to (i) deposit such pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible to do so or (ii) without limiting the generality of sub-clause (i“Financing”), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository including cooperation with any customary restrictive legends, (b) if so due diligence process as reasonably requested by Parent or the providers of any such lender or counterparty, as applicable, Financing and using commercially reasonable efforts to re-register cause the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party Company’s independent accountants to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, provide any customary “comfort” letters (cincluding customary “negative assurance” comfort for any applicable Financing) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with any such transactions in customary form for similar financings and not inconsistent Financing; provided, that neither the Company nor any of its Subsidiaries shall be required to (i) become an issuer or an obligor with this Agreement respect to the Financing prior to the Effective Time, (ii) cause any director, officer, member, partner, accountant, legal counsel, employee or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations other Representative of the Company relating or any of its Subsidiary to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements take any action that would reasonably be expected to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall result in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c))such Person incurring any personal liability, (diii) entering into customary triparty agreements with each lender and waive or amend any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law(iv) incur any fees, expenses or other liabilities prior to the Effective Time for which it is not previously or simultaneously reimbursed and indemnified. The Company hereby consents to the reasonable use of the Company’s and its Subsidiaries’ logos solely in connection with the marketing of the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or its Subsidiaries. (Bb) Parent shall (i) promptly upon written request by the Company, reimburse the Company for any reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) actually incurred by the Company, its Subsidiaries and their respective Representatives in connection with the cooperation contemplated by this Section 5.14, and (ii) indemnify and hold harmless the Company, its Subsidiaries and its and their respective Affiliates and Representatives from and against any and all liabilities, losses, damages, claims, costs and expenses (including reasonable attorney’s fees) suffered or incurred by them in connection with their cooperation with the Financing pursuant to this Agreement, the provision of information utilized in connection therewith (other than written information provided by or on behalf of the Company) and the cooperation contemplated by this Section 5.14, in each case, other than to the extent applicableany such costs, whether expenses, liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties are the registration rights result of the gross negligence, bad faith or willful misconduct of the Company, any of its Subsidiaries or their respective Representatives, as determined by a court of competent jurisdiction by final and non-appealable judgment. This indemnification shall survive the termination of this Agreement. (c) Xxxxxx expressly acknowledges and agrees that Parent’s obligations under this Agreement, including pursuant to Article VI are not conditioned in any manner whatsoever upon Parent obtaining any financing, including the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser Financing. Parent further acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach Company’s, its Subsidiaries’ or their respective Representatives’ compliance or failure of compliance with this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party Section 5.14 shall not be entitled taken into account for purposes of determining whether the condition referred to use the statements and agreements of the Company in an Issuer Agreement against the CompanySection 6.2(b) shall have been satisfied.

Financing Cooperation. If requested by Purchaser(a) During the Interim Period, the Company will shall, and shall cause the Company Subsidiaries to, and shall cause its and their Representatives to, use reasonable best efforts to provide the following such cooperation as is reasonably requested by Parent in connection with the Purchaser obtaining Company Debt Agreements (including assumptions, guarantees, amendments and restatements, supplements, modifications, refinancings, waivers, reaffirmations, replacements, repayments, terminations or prepayments of the Company Debt Agreements, an amendment or the amendment and restatement of the Company Credit Facility by the Term Lenders (as defined in the Company Credit Facility), the Administrative Agent (as defined in the Company Credit Facility) and any Permitted Loan: other applicable parties, to permit the Mergers and the other transactions contemplated hereby and make any other changes to the Company Credit Facility then in effect that Parent reasonably determines necessary or advisable in connection with the completion of the Mergers and the other transactions contemplated hereby, including an amendment to permit the transfer of the rights and obligations of the Borrower (aas defined in the Company Credit Facility) subject under the Company Credit Facility in connection with the Mergers (such amendment or amendment and restatement, the “Company Credit Facility Amendment”)) as Parent may reasonably determine necessary or advisable in connection with the completion of the Mergers or the other transactions contemplated hereby, including timely taking all corporate action reasonably necessary to applicable Lawauthorize the execution and delivery of any documents to be entered into prior to or in connection with Closing in respect of the Company Debt Agreements and delivering all officer’s certificates, using solvency certificates, legal opinions and any other agreements, documents, instruments or certificates required to be delivered or reasonably necessary or desirable in connection thereof; provided, however, that Parent shall use reasonable best efforts to provide the Company with notice of any such needed information or action as soon as reasonably practicable; provided, further, that any arrangements, guarantees, amendments, amendment and restatements, supplements, modifications, refinancings, replacements, repayments, terminations, prepayments or other transactions or documents entered into pursuant to this Section 7.19(a) shall only be effective at or immediately prior to the Company Merger Effective Time (other than any (i) deposit notices required to be given in advance of such pledged Securities time in order for any such financing arrangements or documents to be effective at or immediately prior to the Company Merger Effective Time, including, for the avoidance of doubt, any notice of prepayment and/or Warrant Shares commitment reduction, as applicable, with respect to the Revolving Commitments (as defined in book entry form on the books of The Depository Trust Company when eligible Credit Facility, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to do so time) and/or the Company Private Placement Notes or (ii) without limiting any amendment to the generality Company Private Placement Notes relating to notice of sub-clause (iprepayment of the debt issued thereunder), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, . (b) During the Interim Period, Parent or one or more of its Subsidiaries may (i) commence any of the following: (A) one or more offers to purchase any or all of the outstanding debt issued under the Company Notes Indentures and the Company Private Placement Notes for cash (the “Offers to Purchase”); or (B) one or more offers to exchange any or all of the outstanding debt issued under the Company Notes Indentures and the Company Private Placement Notes for securities issued by the Partnership or any of its Affiliates (the “Offers to Exchange”); and (ii) solicit the consent of the holders of debt issued under the Company Notes Indentures and the Company Private Placement Notes regarding certain proposed amendments thereto or certain transactions described therein (the “Consent Solicitations” and, together with the Offers to Purchase and Offers to Exchange, if so requested any, the “Note Offers and Consent Solicitations”); provided, however, that any such notice or offer shall expressly reflect that, and it shall be the case that, the closing of any such transaction shall not be consummated until the Closing and such transaction shall be funded using consideration provided by Parent or any of its Subsidiaries (or by the Company or any of the Company Subsidiaries if the payment thereof is to be made after the Closing). Any Note Offers and Consent Solicitations shall be made on such lender terms and conditions (including price to be paid and conditionality) as are proposed by Parent and which are permitted by the terms of the applicable Company Notes Indenture and the Company Private Placement Notes and applicable Laws, including SEC rules and regulations. Parent shall consult with the Company regarding the material terms and conditions of any Note Offers and Consent Solicitations, including the timing and commencement of any Note Offers and Consent Solicitations and any tender deadlines. Parent shall have provided the Company with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal, press release, if any, in connection therewith, and each other document relevant to the transaction that will be distributed by Parent in the applicable Note Offers and Consent Solicitations (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Note Offers and Consent Solicitations to allow the Company and its counsel to review and comment on such Debt Offer Documents, and Parent shall give reasonable and good faith consideration to any comments made or counterpartyinput provided by the Company and its legal counsel. Subject to the receipt of the requisite holder consents, in connection with any or all of the Consent Solicitations, the Company shall execute a supplemental indenture to each of the Company Notes Indentures or amendment to each of the Company Private Placement Notes, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreementthereof amending the terms and provisions thereof as described in the applicable Debt Offer Documents in a form as reasonably requested by Parent; provided, however, that the amendments effected by such supplemental indentures and amendments shall not become operative until the Closing. During the Interim Period, at Parent’s sole expense, the Company shall and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause its and their Representatives to, provide all cooperation reasonably requested by Parent to assist Parent in connection with any Note Offers and Consent Solicitations (including a right for such lender as a third party beneficiary of (i) using reasonable best efforts to cause the Company’s obligation independent accountants to provide customary consents for use of their reports, and to provide customary “comfort letters”, in each case to the extent required in connection with any Note Offers and Consent Solicitations and (ii) providing assistance with a customary “due diligence” investigation in connection with any Note Offers and Consent Solicitations). The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with any Note Offers and Consent Solicitations will be selected and retained by Parent. If, at any time prior to the completion of Note Offers and Consent Solicitations, the Company or any of its Subsidiaries, on the one hand, or Parent or any of its Subsidiaries, on the other hand, discovers any information that should be set forth in an amendment or supplement to the Debt Offer Documents, so that the Debt Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under Article II which they are made, not misleading, such party that discovers such information shall use reasonable best efforts to issue promptly notify the Securities and/or Warrant Sharesother Party, as applicableand an appropriate amendment or supplement prepared by Parent describing such information shall be disseminated to the applicable holders of the notes outstanding under the Company Notes Indentures and the Company Private Placement Notes. (c) Parent shall promptly, upon payment request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses paid to Third Parties (including advisor’s fees and expenses) incurred by the Company or any Company Subsidiary in connection with the cooperation provided or other action taken by Company or any Company Subsidiary pursuant to this Section 7.19 and indemnify and hold harmless the Company, the Company Subsidiaries and their respective officers, directors and other Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (collectively, “Losses”) suffered or incurred by them in connection with any such financing transaction or Note Offers and Consent Solicitations, any information utilized in connection therewith or any action taken by the Company or any Company Subsidiary pursuant to this Section 7.19, in each case, whether or not the Mergers are consummated or this Agreement is terminated; provided, however, that the foregoing indemnity shall not apply with respect to any Losses resulting from the gross negligence or Willful Breach of the Purchase Price therefor Company or any Company Subsidiaries under this Agreement. (d) All non-public or other confidential information provided by the Company or any of its Representatives pursuant to this Agreement shall be kept confidential in accordance with the terms Confidentiality Agreement; provided, however, that Parent shall be permitted to disclose such information to any Third Party financing sources or prospective Third Party financing sources and other financial institutions and investors (including the parties to, lenders with respect to and/or holders of notes under the Parent Credit Facility, the Company Credit Facility, the Company Notes Indentures or the Company Private Placement Notes, as applicable) and to their respective counsel and auditors subject to customary confidentiality arrangements for use by any of them of such information in connection with providing the financing contemplated by this Agreement and Section 7.19 in connection with the Mergers. (e) such other Notwithstanding anything to the contrary in this Section 7.19, (i) any requested cooperation and assistance as the Purchaser may reasonably request that will pursuant to this Section 7.19 shall not unreasonably disrupt interfere with the operation business or operations of the Company or any Company Subsidiary, (ii) neither the Company nor any Company Subsidiary shall be required to pay any commitment or other similar fee or incur any other liability or obligation in connection with any financing arrangement prior to the Closing Date, (iii) none of the Company’s business. Anything , any Company Subsidiary or any of their respective officers, directors, or employees shall be required to pass resolutions or consents to approve or authorize the execution of, or execute or enter into any agreement, certificate, instrument or other document with respect to, in each case, the preceding sentence financing arrangement contemplated by this Section 7.19 that is not contingent upon the Closing or that would be effective prior to the contrary notwithstandingClosing Date, other than as necessary, advisable or reasonably requested by Parent to effectuate the Company’s obligation to deliver an Issuer Agreement is conditioned on Company Credit Facility Amendment, and (xiv) the Purchaser delivering Company shall not be required to the provide, or cause any Company a copy of the loan agreement for the Permitted Loan Subsidiary to which the Issuer Agreement relates (providedprovide, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing cooperation that (A) causes any covenant, representation or warranty of the loan agreement with respect Company in this Agreement to which the Issuer Agreement is being delivered constitutes be breached (unless Parent provides a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution written waiver of such Permitted Loan and breach), (B) causes any closing condition set forth in Article VIII to fail to be satisfied or otherwise causes the terms thereof do not violate the terms material breach of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreementafter giving effect to any applicable cure or grace periods) constitutes the only circumstances under any material contract to which the lenders under Company or any Company Subsidiary is a party, (C) requires the Permitted Loan may foreclose on the Securities and/or Warrant Shares and Company or any Company Subsidiary to provide any legal opinion or other opinion of counsel, or any information that would, in each case, in its good faith opinion, result in a violation of applicable Laws or loss of attorney-client privilege, (D) such Purchaser acknowledges and agrees that could reasonably be expected to conflict with the organizational documents of the Company will or any Company Subsidiary then in effect, (E) could reasonably be relying on expected to cause the Company or any Company Subsidiary to fail to qualify as a REIT for federal income tax purposes or (F) requires preparation or delivery of any pro forma financial information, including pro forma costs savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information that is not prepared in the ordinary course by the Company or any Company Subsidiary or otherwise reasonably available to the Company or any Company Subsidiary. (f) Prior to Closing, the Company shall use reasonable best efforts to amend, replace or otherwise modify those certain hedging agreements set forth in Section 7.19(g) of the Company Disclosure Letter, if and to the extent necessary to permit such certifications when entering into existing hedging agreements to survive post-Closing; provided, however, that such amendments, replacements and/or modifications must be in a form reasonably acceptable to the Issuer Agreement and any inaccuracy thereof will be deemed a breach Parent Parties. (g) Notwithstanding the foregoing provisions of this Agreement. The Purchaser Section 7.19, the Parent Parties acknowledge and agree that the statements consummation of Company Credit Facility Amendment, Note Offers, the Consent Solicitations, any amendment, waiver or consent for any other Company Debt Agreement and agreements other transactions contemplated by this Section 7.19 is not a condition precedent to the consummation of the Company in Mergers or any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under other transactions contemplated by this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the CompanyAgreement.

Financing Cooperation. If requested by Purchaser(a) During the Interim Period, the Company will 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 assumptions, guarantees, amendments, supplements, modifications, refinancings, replacements, repayments, terminations or prepayments of the following cooperation Company Debt Agreements) as Parent may reasonably determine necessary or advisable in connection with the Purchaser obtaining completion of the Mergers or the other transactions contemplated hereby, including timely taking all corporate action reasonably necessary to authorize the execution and delivery of any Permitted Loan: documents to be entered into prior to Closing in respect of the Company Debt Agreements and delivering all officer’s certificates and legal opinions required to be delivered in connection thereof; provided that any arrangements, guarantees, amendments, supplements, modifications, refinancings, replacements, repayments, terminations, prepayments or other transactions or documents entered into pursuant to this Section 7.22(a) shall be effective at or immediately prior to the Partnership Merger Effective Time (aother than any notices required to be given in advance of such time in order for any such financing arrangements or documents to be effective at or immediately prior to the Partnership Merger Effective Time). (b) subject to applicable LawDuring the Interim Period, using reasonable efforts to Parent or one or more of its Subsidiaries may (i) deposit such pledged Securities and/or Warrant Shares in book entry form on commence any of the books following: (A) one or more offers to purchase any or all of The Depository Trust the outstanding debt issued under the Company when eligible Notes Indenture for cash (the “Offers to do so Purchase”); or (B) one or more offers to exchange any or all of the outstanding debt issued under the Company Notes Indenture for securities issued by the Partnership or any of its Affiliates (the “Offers to Exchange”); and (ii) without limiting solicit the generality consent of sub-clause the holders of debt issued under the Company Notes Indenture regarding certain proposed amendments thereto (i)the “Consent Solicitations” and, together with the Offers to Purchase and Offers to Exchange, if any, the “Note Offers and Consent Solicitations”); provided that any such Securities and/or Warrant Shares notice or offer shall expressly reflect that, and it shall be the case that, the closing of any such transaction shall not be consummated until the Closing. Any Note Offers and Consent Solicitations shall be made on such terms and conditions (including price to be paid and conditionality) as are eligible for resale under Rule 144Aproposed by Parent and which are permitted by the terms of the Company Notes Indenture and applicable Laws, depositing including SEC rules and regulations. Parent shall consult with the Company regarding the material terms and conditions of any Note Offers and Consent Solicitations, including the timing and commencement of any Note Offers and Consent Solicitations and any tender deadlines. Parent shall have provided the Company with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal, press release, if any, in connection therewith, and each other document relevant to the transaction that will be distributed by Parent in the applicable Note Offers and Consent Solicitations (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Note Offers and Consent Solicitations to allow the Company and its counsel to review and comment on such pledged Securities Debt Offer Documents, and Parent shall give reasonable and good faith consideration to any comments made or input provided by the Company and its legal counsel. Subject to the receipt of the requisite holder consents, in book entry connection with any or all of the Consent Solicitations, the Company shall execute a supplemental indenture to the Company Notes Indenture in accordance with the terms thereof amending the terms and provisions of thereof as described in the applicable Debt Offer Documents in a form on the books of The Depository Trust Company or other depository with customary restrictive legends, (b) if so as reasonably requested by Parent (the “Supplemental Indenture”); provided that the amendments effected by such lender or counterpartysupplemental indenture shall not become operative until the Closing. During the Interim Period, as applicableat Parent’s sole expense, the Company shall and shall cause its Subsidiaries to, and shall cause its and their Representatives to, provide all cooperation reasonably requested by Parent to assist Parent in connection with any Note Offers and Consent Solicitations (including using commercially reasonable efforts to re-register cause the pledged Securities and/or Warrant Shares in the name Company’s independent accountants to provide customary consents for use of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only their reports to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender required in connection with such transactions any Note Offers and Consent Solicitations). The dealer manager, solicitation agent, information agent, depositary or other agent retained in customary form for similar financings connection with any Note Offers and not inconsistent with this Agreement or Consent Solicitations will be selected and retained by Parent. If, at any time prior to the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations completion of the Note Offers and Consent Solicitations, the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosureor any of its Subsidiaries, agreements to not hinder on the one hand, or delay exercises Parent or any of remedies its Subsidiaries, on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangementsother hand, and shall discovers any information that should be set forth in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating an amendment or supplement to the delivery of the Securities and/or Warrant SharesDebt Offer Documents, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution Debt Offer Documents shall not contain any untrue statement of such Permitted Loan and a material fact or omit to state any material fact required to be stated therein or necessary in order to make the terms thereof do not violate the terms statements therein, in light of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which they are made, not misleading, such party that discovers such information shall use commercially reasonable efforts to promptly notify the lenders other Party, and an appropriate amendment or supplement prepared by Parent describing such information shall be disseminated to the holders of the notes outstanding under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the CompanyNotes Indenture.

Financing Cooperation. If (a) Each of Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions necessary to arrange, obtain and consummate the Debt Financing on the terms and conditions described in the Debt Financing Commitment on or prior to the Closing Date. Such actions shall include using reasonable best efforts: (i) to maintain in full force and effect the Debt Financing Commitment in the form provided to the Company on or prior to the date hereof (or as modified in accordance herewith), (ii) to satisfy all conditions precedent to the Debt Financing in the control of Parent Parties and Merger Sub that are expressly required to be satisfied by Parent Parties or Merger Sub and (iii) to negotiate, execute and deliver definitive documents, including a credit agreement and other definitive financing documents as may be reasonably requested by PurchaserParent (“Debt Financing Documents”) that reflect the terms contained in the Debt Financing Commitment (including, as necessary, agreeing to any requested changes to the commitments thereunder in accordance with any “flex” provisions contained in the Debt Financing Commitment or any related fee letter), in each case which terms shall not in any respect expand on the conditions to the funding of the Debt Financing at Closing. Each of Parent and Merger Sub shall not permit or consent to, without the prior consent of the Company, (x) any amendment, supplement or modification to be made to the Debt Financing Commitment (without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed) if such amendment, supplement or modification would (A) expand or impose new conditions precedent to the funding of the Debt Financing from those set forth therein on the date hereof, (B) reasonably be expected to materially impair, delay or prevent the availability of all or a portion of the Debt Financing or the consummation of the transactions contemplated by this Agreement or (C) reduce the aggregate amount of the Debt Financing (except as set forth in any “flex” provisions existing on the date hereof) to an amount such that Parent is not able to consummate the Closing (collectively, the “Restricted Commitment Amendments”); provided, that subject to the limitations set forth in this Section 5.13, each of Parent and Merger Sub may amend, restate, amend and restate, or otherwise modify the Debt Financing Commitment (1) to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Financing Commitment as of the date hereof, (2) to implement any “flex” provisions applicable thereto and (3) to amend or agree to other amendments or waivers, (y) any waiver of any remedy against the Debt Financing Sources under the Debt Financing Commitment (other than a condition to funding in favor of the lenders thereunder), or (z) early termination of the Debt Financing Commitment prior to the termination of this Agreement, in each case of the foregoing, in a manner that could reasonably be expected to materially impair, delay or prevent the consummation of the Closing. For purposes of this Agreement, references to the “Debt Financing Commitment” shall include such document(s) as permitted or required by this Section 5.13 to be amended, modified or waived, in each case from and after such amendment, modification or waiver. Promptly following any reasonable request of the Company (or its counsel), each of Parent and Merger Sub shall keep the Company informed in reasonable detail of the status of its efforts to arrange the Debt Financing. (b) Each of Parent and Merger Sub shall promptly notify the Company in writing (i) of any material breach or default by Parent or Merger Sub or any of their respective Affiliates (or, to Parent’s knowledge, the Debt Financing Sources) under the Debt Financing Commitment, (ii) of the receipt by Parent or Merger Sub or any of their respective Affiliates or Representatives of any written notice from the Debt Financing Sources, any lender or any other Person with respect to any actual breach, default or termination of the Debt Financing Commitment that could reasonably be expected to materially impair, delay or prevent the consummation of the Debt Financing contemplated by the Debt Financing Commitment at Closing, (iii) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by the Debt Financing Commitment, and such failure could reasonably be expected to materially impair, delay or prevent the consummation of the Debt Financing contemplated by the Debt Financing Commitment at Closing and (iv) of the termination or expiration of the Debt Financing Commitment prior to the termination of this Agreement. (c) In the event that any portion of the Debt Financing becomes unavailable in the manner (including the “flex” conditions) or from the sources contemplated in the Debt Financing Commitment, each of Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions necessary to arrange for and obtain as promptly as practicable following the occurrence of any such event, alternative debt financing (the “Alternative Financing”), including from alternative sources on terms and conditions that are not less favorable to Parent (including the “flex” conditions) than those set forth in the Debt Financing Commitment and in an amount sufficient to consummate the transactions contemplated hereby and perform all of its obligations hereunder, it being understood and agreed that if Parent and Merger Sub proceed with any Alternative Financing, each of Parent and Merger Sub shall be subject to the same obligations with respect to such Alternative Financing as set forth in this Agreement with respect to the Debt Financing. In the event that Alternative Financing is obtained, each of Parent and Merger Sub shall promptly provide the following Company with a copy of the new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitments”). If applicable, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing” and any reference to “Debt Financing Commitment” shall include the “Alternative Financing Commitment”. (d) The Company shall use its commercially reasonable efforts to provide to Parent, and shall, upon reasonable advance notice and during normal business hours, use its commercially reasonable efforts to cause the respective officers and employees of the Acquired Companies, and use its commercially reasonable efforts to cause the Representatives of the Company to provide to Parent, all cooperation reasonably requested by Parent that is reasonably required in connection with any debt assumption, any Third Party debt financing or refinancing transaction or underwritten public offering of Parent Common Shares or Parent Preferred Shares for cash that Parent may pursue prior to the Purchaser obtaining any Permitted Loan: Closing Date (a) subject to applicable Lawcollectively, using reasonable efforts to (i) deposit such pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible to do so or (ii) without limiting the generality of sub-clause (i“Financing Activities”), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (b) if so requested by such lender or counterparty, as applicable, including using commercially reasonable efforts to re-register do the pledged Securities and/or Warrant Shares in following: (a) furnishing Parent as promptly as reasonably practicable upon request by Parent with all financial statements, financial data and other information regarding the name Acquired Companies of the relevant lendertype that would be reasonably required by Regulation S-X or Regulation S-K promulgated under the Securities Act for a public offering of securities of Parent (including for use in Parent’s preparation of pro forma financial statements; provided, counterpartythat none of the Acquired Companies or any of their respective Affiliates shall be required to prepare any projections, custodian pro forma financial statements or similar party pro forma adjustments); and (b) requesting the Company’s independent accountants to a Permitted Loan, solely as securities intermediary prepare and only to deliver customary “comfort letters,” dated the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with date of each lender final offering document used in connection with any securities offering by Parent (with appropriate bring-down comfort letters delivered on the closing date of any such transactions offering), in customary form for similar financings compliance with professional standards (including providing “negative assurance” comfort and not inconsistent Statement on Auditing Standards No. 100 review of interim financial statements) and otherwise on terms reasonably acceptable to Parent, as the case may be; provided, however, that none of the Acquired Companies shall be required to provide cooperation under this Section 5.13(d) that: (i) unreasonably interferes with the ongoing business of the Acquired Companies; (ii) causes any covenant, representation or warranty in this Agreement to be breached; (iii) causes any closing condition set forth in Article 6 to fail to be satisfied or otherwise causes the breach of this Agreement or any Contract to which the Company’s obligations under any of the Certificate Acquired Companies is a party; (iv) requires the Acquired Companies to incur any Liability (including, without limitation, any commitment fees and expense reimbursement) in connection with any Financing Activity prior to the Closing; (v) requires the Acquired Companies or their respective directors, trustees, officers, managers or employees to give any legal opinion or other opinion of Designations counsel or to execute, deliver or enter into, or perform any agreement, document, certificate or instrument (other than with respect to customary “comfort letters”) or adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing Activities is obtained that is not contingent upon the Closing or that would be effective at or prior to the Partnership Merger Effective Time; (vi) requires the Acquired Companies to provide any information that is prohibited or restricted by applicable Law or applicable confidentiality undertaking or that constitutes privileged information or attorney-client work product; (vii) requires the Acquired Companies to take any action that is prohibited or restricted by, or will conflict with or violate, its Organizational Documents, or would result in a violation or breach of, or default under, any agreement or Contract to which agreement may includethe Acquired Companies is a party; (viii) results in any officer, primarilytrustee or director of the Acquired Companies incurring personal Liability with respect to any matter relating to any Financing Activity or requires any officer, agreements and obligations trustee, director or other Representative of the Company relating or any of its Subsidiaries to procedures and specified time periods for effecting transfers and/or conversions upon foreclosuredeliver any certificate that such officer, agreements to not hinder trustee, director or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of other Representative reasonably believes, in good faith, contains any untrue certifications; or (ix) requires the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant SharesAcquired Companies or their Representatives, as applicable, to waive or amend any terms of this Agreement. In no event shall the relevant lender for crediting Company be in breach of this Section 5.13 because of the failure to prepare any financial or other information that is not currently readily available to the relevant collateral accounts upon funding Acquired Companies on the date hereof or that is not prepared in the ordinary course of business of the loan and payment Acquired Companies at the time requested by Parent or for the failure to obtain review of any financial or other information by its accountants. Parent shall keep the Company reasonably informed, on a reasonably current basis, of the Purchase Price status of its efforts to arrange and consummate any Financing Activity. Parent shall provide the Company with copies of any material definitive documents in respect of any Financing Activity and such other information and documentation regarding any Financing Activity and any syndication efforts, as applicable, as shall be reasonably requested by the Company. Parent shall promptly, upon request by the Company and, in any event, on the Closing Date, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses paid to Third Parties (including advisor’s fees and expenses) incurred by the Company Parties in connection with the cooperation provided or other action taken by the Company Parties pursuant to this Section 5.13(d) and indemnify and hold harmless the Company, the Company Subsidiaries and their respective officers, directors 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 any such Financing Activity, any information utilized in connection therewith or any action taken by the Company or any of the Company Subsidiaries pursuant to this Section 5.13(d); provided, however, that the foregoing indemnity shall not apply with respect to any willful or intentional breach of any representation, warranty, covenant or agreement of the Company or any other Acquired Company under this Agreement. All nonpublic or otherwise confidential information regarding the Acquired Companies obtained by Parent, its Affiliates or their Representatives pursuant to this Section 5.13(d) shall be kept confidential in accordance with the terms of the Confidentiality Agreement. Notwithstanding the foregoing, the effectiveness of any documentation executed by the Acquired Companies pursuant to this Agreement, including a right for such lender as a third party beneficiary Section 5.13(d) shall be subject to the occurrence of the Company’s obligation under Article II to issue the Securities and/or Warrant SharesPartnership Merger Effective Time, as applicable, upon payment and none of the Purchase Price therefor in accordance with the terms of this Agreement Acquired Companies and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation any Persons who are trustees or directors of the Company’s business. Anything Acquired Companies shall be required to pass resolutions or consents to approve or authorize the execution of, or execute or deliver, any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement, in the preceding sentence each case, with an effective date prior to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy Partnership Merger Effective Time. Each of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser Parent Parties acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party its obligations under this Agreement to consummate the applicable Purchaser Party Transactions, including without limitation the Mergers, shall not be entitled conditioned in any respect on the Parent Parties’ receipt of proceeds from, or any other aspect of, a debt assumption or any Financing Activity referenced in this Section 5.13(d). Notwithstanding anything to use the statements and agreements of contrary, the condition precedent set forth in Section 6.2(b), as it applies to the Company’s obligations under this Section 5.13(d), shall be deemed satisfied, unless the Company in an Issuer Agreement against has materially and willfully breached its obligations under this Section 5.13(d), Parent has provided to the CompanyCompany written notice of such breach within ten (10) Business Days of first becoming aware of such breach and the Company fails to cure such breach by the earlier of ten (10) Business Days after such notice is provided or five (5) Business Days prior to the End Date.

Financing Cooperation. If requested by Purchaser, the Company will provide the following cooperation in connection with the Purchaser obtaining any Permitted Loan: (a) subject Parent shall use its reasonable best efforts to applicable Lawtake, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions set forth in the Commitment Letter, including using its reasonable best efforts to (i) deposit such pledged Securities and/or Warrant Shares maintain in book entry form on effect the books of The Depository Trust Company when eligible to do so or Commitment Letter until the Merger and the other transactions contemplated by this Agreement are consummated, (ii) timely negotiate definitive agreements with respect to the facilities contemplated by the Commitment Letter on the terms and conditions set forth therein (or on terms that will not materially delay or prevent the Closing or make the funding with respect to the Financing less likely to occur), (iii) satisfy or cause to be waived on a timely basis all conditions applicable to Parent set forth in the Commitment Letter or such definitive agreements that are within its control and otherwise comply with its obligations thereunder and (iv) upon the satisfaction or waiver of such conditions, consummate the Financing; provided, that nothing herein shall prevent Parent from replacing all or any portion of the Financing provided for in the Commitment Letter with one or more commitments from financial institutions to provide an equal or greater amount of debt financing to be made available on or prior to the Closing Date with conditionality no less favorable to Parent in any material respect than that provided for in the Commitment Letter, and upon any such replacement, the definition of “Commitment Letter” set forth in this Agreement shall be deemed to have been modified as appropriate to reflect such replacement debt financing and any related commitment letter. (b) Parent shall not amend, modify or waive, or agree to amend, modify or waive (in any case, whether by action or inaction), any term of the Commitment Letter without limiting the generality prior written consent of sub-the Company if such amendment, modification or waiver (i) reduces the aggregate amount of the Financing available on the Closing Date to pay the aggregate Merger Consideration (unless, in the case of this clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144Aamount is fully replaced with an amount of new financing with conditionality no less favorable to Parent in any material respect), depositing such pledged Securities or (ii) imposes new or additional conditions or amends or modifies any of the conditions precedent to the receipt of the Financing in book entry form on a manner that would reasonably be expected to (x) materially delay or prevent the books of The Depository Trust Company or other depository with customary restrictive legendsClosing, (by) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register make the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon timely funding of the loan and payment Financing or satisfaction of the Purchase Price conditions precedent to obtaining the Financing less likely to occur or (z) adversely impact the ability of Parent to enforce its rights against any other party to the Commitment Letter or the definitive agreements with respect thereto in any material respect (provided, however, that Parent may, without the consent of the Company, amend or modify the Commitment Letter or the definitive agreements with respect thereto (A) in accordance with the terms “market flex” provisions thereof and (B) to add lenders, lead arrangers, bookrunners, syndication agents or other titled roles with respect to financial institutions that have not executed the Commitment Letter as of the date of this Agreement). Parent shall keep the Company reasonably informed of the status of the Financing and developments with respect thereto and shall, including a right for such lender as a third party beneficiary upon the request of the Company’s obligation under , provide to the Company copies of all material definitive documents related to the Financing (subject to customary redactions of fee letters). (c) If the Financing in an aggregate amount (together with cash and marketable securities on hand) at least equal to the aggregate Merger Consideration to be deposited with the Paying Agent and all other amounts required to be paid pursuant to Article II II, the Merger and the other transactions contemplated by this Agreement becomes unavailable on the terms and conditions contemplated by the Commitment Letter, and such unavailable amount is reasonably required to issue make the Securities and/or Warrant Sharespayment to the Paying Agent of the aggregate Merger Consideration, all other amounts required to be paid pursuant to Article II, the Merger and the other transactions contemplated by this Agreement (such event, an “Original Financing Failure”), Parent shall promptly notify the Company in writing of the Original Financing Failure and Parent shall use its reasonable best efforts to arrange and obtain, as applicablepromptly as reasonably practicable, upon payment alternative financing from alternative sources on terms and conditions not materially less favorable, taken as a whole, to Parent than those contained in the Commitment Letter and the Fee Letter and in an amount, when added with cash and marketable securities of Parent and Sub, at least equal to the Purchase Price therefor Financing or such unavailable portion thereof, as the case may be (the “Alternate Financing”), and to obtain a new financing commitment letter with respect to such Alternate Financing (the “New Commitment Letter”), which shall replace the existing Commitment Letter; provided that any such Alternate Financing shall not obligate the Company prior to the Closing as a surety, guarantor or indemnitor or to extend credit to any person. Parent shall promptly provide a true and complete copy of such New Commitment Letter to the Company. In the event a New Commitment Letter is obtained, (i) any reference in accordance with this Agreement to the terms “Financing” shall mean the financing contemplated by the Commitment Letter as modified pursuant to clause (ii) below, (ii) any reference in this Agreement to the “Commitment Letter” shall be deemed to mean the New Commitment Letter and (iii) any reference in this Agreement to the “Fee Letter” shall be deemed to include any fee or other letter relating to the New Commitment Letter to the extent then in effect. (d) From the date of this Agreement and (e) such other cooperation and assistance as until the Purchaser may reasonably request that will not unreasonably disrupt the operation earlier of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy termination of the loan agreement for the Permitted Loan to which the Issuer this Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) in accordance with its terms and (y) the Purchaser certifying Closing, the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to, provide to Parent all cooperation as may be reasonably requested by Parent in connection with the arrangement and consummation of the Financing or any alternative financing arrangements entered into to provide funds for the aggregate Merger Consideration, and all other amounts required to be paid pursuant to Article II, the Merger and the other transactions contemplated by this Agreement (provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including using reasonable best efforts to (i) participate in a reasonable number of requested meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders, underwriters and purchasers of, the Financing and the Company’s senior management and Representatives), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Financing, (ii) assist with the preparation of (A) materials for rating agency presentations and investor presentations, (B) registration statements, prospectuses, offering memoranda and private placement memoranda (including use of reasonable best efforts to obtain any consents of accountants for use of their reports in any of the foregoing), (C) bank information memoranda (including a public-side version thereof) and (D) similar documents, in each case required or customary in connection with the Financing or otherwise reasonably requested by Parent, (iii) execute and deliver (or use reasonable best efforts to obtain) customary certificates, accountant’s comfort letters (which shall provide “negative assurance” comfort), consents, legal opinions, surveys and title insurance in each case as reasonably requested by the Financing Sources, (iv) provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders and containing a customary representation that such information does not contain a material misstatement or omission and containing a representation to the Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or their securities, (v) provide the lead arrangers or agents for, and prospective lenders, underwriters and purchasers of, the Financing with all documentation and other information required with respect to the Company and its Subsidiaries in writing that connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, Title III of Pub. L. 107-56 , (Avi) assist Parent and its Representatives with the loan agreement preparation of the documents governing the Financing (including any schedules, annexes or exhibits thereto and any pro forma financial statements and financial projections required to be delivered thereunder and such other pertinent and customary financial and other information relating to the Company and its Subsidiaries as Parent shall reasonably request in order to market, syndicate and consummate the Financing), (vii) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with respect the repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Parent or any of its Subsidiaries and (viii) cooperate with Parent’s Financing Sources’ due diligence, to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into extent customary or reasonable; provided, however, all non-public or otherwise confidential information regarding the Company obtained by Parent pursuant to this Section 5.07(d) shall be kept confidential in accordance with this the Confidentiality Agreement, and the Purchaser has pledged the Securities and/or Warrant SharesCompany shall only be required to furnish such information to any prospective lenders or other proposed Financing Sources, as applicableunderwriters, as collateral placement agents, initial purchasers or other third parties that have agreed to keep such information confidential; and provided further that nothing in this Agreement shall require any cooperation to the lenders under such Permitted Loan and that extent it would (1) require the execution Company, its Subsidiaries or the Board of such Permitted Loan and Directors of the terms thereof do not violate the Company or any of its Subsidiaries to waive or amend any terms of this Agreement or applicable Lawagree to pay any commitment, (B) financing or other fees or reimburse any expenses prior to the extent applicable, whether Closing Date; (2) require any officer of the registration rights under Company or its Subsidiaries to execute or deliver any document or certificate in connection with the Registration Rights Agreement are being assigned Financing that is not contingent upon the Closing or that would be effective prior to the lenders Closing (other than customary documents or certificates solely relating to the Company or its Subsidiaries, including the authorization letter and representation referred to in Section 5.07(d)(iv)); (3) unreasonably or materially interfere with the ongoing business or operations of the Company and its Subsidiaries; (4) require the Company or its Subsidiaries to take any action that would conflict with or violate any applicable Laws or any provision of the organizational documents of the Company, or that would result in a violation or breach of, or default under, any Specified Contract in effect as of the date of any such request; or (5) result in any officer or director of the Company or its Subsidiaries incurring any personal liability in connection with the Financing. Subject to Parent’s indemnification obligations under this Section 5.07, the Company hereby consents to the customary use of its and its Subsidiaries’ trademarks, service marks and logos in connection with the Financing; provided that Permitted Loansuch logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, no obligation of the Company or its Subsidiaries under any certificate, document or instrument shall be effective until the Closing and the Company and its Subsidiaries shall not be required to take any action under any certificate, document or instrument that is not contingent upon the Closing or that would be effective prior to the Closing (Cother than, in each case, customary documents or certificates solely relating to the Company or its Subsidiaries including the authorization letter and management representation referred to in Section 5.07(d)(iv)). Parent shall indemnify, defend and hold harmless the Company and its affiliates, and their respective pre-Closing Representatives, from and against any liability, obligation or loss suffered or incurred by them in connection with the arrangement of the Financing, any information provided in connection therewith (other than arising from information provided by the Company or its Subsidiaries but including any violation of the Confidentiality Agreement) an event and any misuse of default (as defined the logos or marks of the Company or its Subsidiaries in connection therewith, except in the Issuer Agreement) constitutes event such liabilities, obligations or losses arose out of or result from the only circumstances under which willful misconduct of the lenders under Company, any of its Subsidiaries or any of their respective Representatives. Parent shall promptly reimburse the Permitted Loan may foreclose on Company and its Subsidiaries for all out-of-pocket costs incurred by the Securities and/or Warrant Shares and (D) Company or its Subsidiaries in connection with such Purchaser cooperation. Parent acknowledges and agrees that obtaining the Company will be relying on such certifications when entering into financing contemplated by this Section 5.07, or any other financing, is not a condition to the Issuer Closing, and affirms its obligations to consummate the Merger and the other transactions contemplated by this Agreement (subject to the conditions contained in Article VI) irrespective and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements independently of the Company in availability of any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Companysuch financing.

Financing Cooperation. If (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement pursuant to Article VIII, at the sole expense of the OpCo Buyer or the PropCo Buyer, as applicable, the Seller shall cause the Company and each Company Subsidiary and their respective Representatives to use commercially reasonable efforts to provide to the OpCo Buyer or the PropCo Buyer, as applicable, such cooperation as is customary in connection with any Financing of the OpCo Buyer or the PropCo Buyer for any of the Transactions and that is reasonably requested by Purchaserthe OpCo Buyer or the PropCo Buyer, as applicable, including causing the Company and each Company Subsidiary and their respective Representatives to use commercially reasonable efforts to: (i) assist in preparation of a customary confidential information memorandum, offering documents, private placement memoranda and related lender and underwriter presentations and customary materials for rating agency presentations, bank information memoranda, prospectuses, offering memoranda and similar documents used in connection with such Financing; provided, that no such confidential information memorandum, offering documents, private placement memorandum, lender or underwriter presentations, rating agency presentation, bank information memorandum, prospectuses offering memorandum or other document shall be issued by the Seller, the Company, any Company Subsidiary or their respective Affiliates or Subsidiaries; (ii) upon reasonable prior notice, participate in a reasonable number of due diligence sessions, meetings and presentations with the underwriters, debt financing sources, and other proposed lenders or investors (including one-on-one sessions and conference calls) and in sessions with rating agencies, subject to customary confidentiality provisions; (iii) (A) as promptly as reasonably practicable, furnish to the applicable Buyer the Required Financial Information and such pertinent and customary financial information regarding the Company and the Company Subsidiaries as may be reasonably requested by the applicable Buyer in order to consummate such Financing and (B) periodically provide updates to the PropCo Buyer of any Required Financial Information provided to the PropCo Buyer, in each case as may be necessary so that such Required Financial Information (i) is Compliant and (ii) meets the applicable requirements set forth in the definition of “Required Financial Information”; (iv) solely with respect to financial information and data derived from the Company’s or the Company Subsidiaries’ historical books and records, assist the applicable Buyer with such Buyer’s preparation of pro forma financial information and pro forma financial statements required under such Financing, it being agreed that neither the Seller, the Company, any of Company Subsidiary or their respective Representatives will be required to provide any information (but agree to use commercially reasonable efforts to provide customary assistance to the following cooperation applicable Buyer) relating to (a) any description of any debt or equity financing or the proposed aggregate amount of any debt or equity financing or assumed interest rates and fees and expenses relating to the incurrence of such financing, (b) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments or (c) any financial information related to the Buyers or any of their respective Subsidiaries or any adjustments that are not directly related to the transactions contemplated by this Agreement (the “Excluded Information”); (v) provide customary authorization letters to debt financing sources authorizing the distribution of information to prospective lenders; (vi) request and facilitate the Company’s independent accountants to (A) provide, consistent with customary practice, (1) reasonable assistance to the applicable Buyer with such Buyer’s preparation of pro forma financial information and pro forma financial statements to be used in connection with such Financing (solely with respect to financial information and data derived from the Company’s or the Company Subsidiaries’ historical books and records) and (2) customary auditors consents to the applicable Buyer to use their audit reports relating to the Company and the Company Subsidiaries and customary “comfort letters” with respect to financial information relating to the Company and the Company Subsidiaries as necessary or customary for financings similar to such Financing and (B) participate in a reasonable number of drafting sessions and accounting due diligence sessions; (vii) execute and deliver as of Closing (but not prior to Closing) definitive financing documents, including interest hedging arrangements and pledge and security documents, in each case as applicable and to the extent reasonably requested by the applicable Buyer, and obtain surveys and title insurance and otherwise reasonably facilitate the pledging of collateral; provided that (a) none of the documents shall be executed or delivered except in connection with the Purchaser obtaining any Permitted Loan: (a) subject to applicable Law, using reasonable efforts to (i) deposit such pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible to do so or (ii) without limiting the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legendsClosing, (b) if so requested by such lender the effectiveness thereof shall be conditioned upon, or counterpartybecome operative after, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares in the name occurrence of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary Closing and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating no liability shall be imposed on the Seller, the Company, any of the Company Subsidiaries or any of their respective Representatives in good faith connection therewith; (viii) obtain customary lien terminations relating to enter into an issuer agreement any Indebtedness of the Company and the Company Subsidiaries, to be effective no earlier than the Closing; (an “Issuer Agreement”ix) with each lender furnish to the applicable Buyer and its financing sources all financial statements and such other pertinent and customary financial information regarding the Company and the Company Subsidiaries reasonably requested by the applicable Buyer in connection with such transactions in customary form for similar financings Financing; provided, that (a) the Company and not inconsistent with this Agreement or the Company Subsidiaries shall only be obligated to furnish such information to the extent such information may be derived from the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of or the Company relating Subsidiaries’ historical books and (b) the Company and the Company Subsidiaries shall not be obligated to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements furnish (I) any financial statements not required to not hinder be delivered under Section 6.13 or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (dII) entering into customary triparty agreements with each lender and any applicable Purchaser relating Excluded Information; (x) provide at least two (2) Business Days prior to the delivery of Closing Date all documentation and other information about the Securities and/or Warrant Shares, Company and the Company Subsidiaries as applicableshall have been reasonably requested in writing by the applicable Buyer at least seven (7) Business Days prior to the Closing Date that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; and (xi) cooperate reasonably with the financing sources’ and underwriters’ or initial purchasers’ due diligence, to the relevant lender for crediting extent customary and reasonable. (b) Notwithstanding anything to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price contrary in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor (1) nothing in accordance with the terms of Section 6.13 or this Agreement and (e) such other Section 6.19 shall require cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstandingextent it would (i) subject the Seller, the Company’s obligation or any Company Subsidiaries’ or their respective Affiliates or Representatives to deliver an Issuer Agreement is conditioned on any actual or potential personal liability, (xii) unreasonably interfere with the Purchaser delivering to business or operations of the Seller, the Company a copy or the Company Subsidiaries, (iii) reasonably be expected to conflict with, or violate, the Seller’s, the Company’s or any Company Subsidiary’s certificate of formation, operating agreement or any organizational documents or any applicable Law, or result in the loan agreement for the Permitted Loan contravention of, or violation or breach of, or default under, any material Contract to which the Issuer Seller, the Company, any Company Subsidiary or their respective Affiliates is a party, in each case, as in effect on the date hereof, (iv) cause any representation, warranty, covenant or other obligation in this Agreement relates or any Ancillary Agreement to be breached or any closing condition to fail to be satisfied, or (providediv) require the Seller, that such loan agreement may be so delivered on a redacted basis the Company, any Company Subsidiary or their respective Affiliates or Representatives to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the waive or amend any terms of this Agreement or applicable Lawany Ancillary Agreements or any other Contract to which any of them is a party, (B) agree to the extent applicable, whether the registration rights under the Registration Rights Agreement pay or pay any fees or reimburse any expenses or make any other payment in connection with any financing which are being assigned to the lenders under that Permitted Loannot reimbursed or indemnified hereunder, (C) an event of default (as defined give any indemnities or incur any liabilities in the Issuer Agreement) constitutes the only circumstances under connection with any financing or any information utilized in connection therewith which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and are not reimbursed or indemnified hereunder, (D) deliver or obtain opinions of internal or external counsel or accountants’ comfort letters or reliance letters (except as expressly set forth in Section 6.19(a)(vi) above), (E) provide access to or disclose information where any of them determines that such Purchaser acknowledges and agrees that access or disclosure could contravene any confidentiality agreement or jeopardize any legal or other privilege or (F) approach any third parties to discuss agreements limiting the rights of such third parties, (2) none of the directors or managers of the Company or any Company Subsidiary, acting in such capacity, shall be required to execute, deliver or enter into or perform any agreement, document or instrument relating to any financing, or adopt any resolutions or take any other actions approving any such agreements, documents or instruments, unless the Buyers shall have determined that such directors and managers are to remain as directors or managers of the Company or such Company Subsidiary on and after the Closing Date and such resolutions are contingent upon the Closing and will not be relying effective prior to the Closing Date, (3) the Company, the Company Subsidiaries and their respective Affiliates and Representatives shall not be required to undertake any obligation or execute, deliver or enter into any agreement, document or instrument with respect to any financing that is not contingent upon the Closing or that would be effective prior to the Closing Date (except as expressly set forth above) and (4) the Seller and its Affiliates (other than the Company and the Company Subsidiaries) and their respective Representatives shall not be required to undertake any obligation or execute, deliver or enter into any agreement, document or instrument with respect to any financing (whether or not conditioned on Closing) or adopt any resolutions or take any other actions approving the agreements, documents and instruments pursuant to which any financing is obtained (whether or not conditioned on Closing). Nothing contained in this Section 6.19 or otherwise shall require the Company or any Company Subsidiary to be a borrower or other obligor with respect to any financing prior to the Closing Date, and in no event shall the Seller or any of its Affiliates (other than the Company and the Company Subsidiaries) be required to be a borrower or other obligor with respect to any financing at any time whatsoever. The Seller hereby consents to the use of the Company’s and the Company Subsidiaries’ logos as may be reasonably necessary in connection with any Financing; provided, that such certifications when entering into logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Issuer Agreement Seller, the Company or the Company Subsidiaries. (c) The Seller, the Company, the Company Subsidiaries and their respective Affiliates and Representatives shall not have any inaccuracy thereof will be deemed a breach liability to the Buyers in respect of any financial information or data or other information provided pursuant to Section 6.13 or this Section 6.19 (other than arising from fraud, gross negligence, willful misconduct or intentional misrepresentation by the Seller, the Company or any Company Subsidiary). The Buyers shall indemnify, defend and hold harmless the Seller, the Company, the Company Subsidiaries and each of their respective Affiliates and Representatives from, against and in respect of any liabilities, losses, damages, claims, costs, expenses, interest, awards, judgment and penalties imposed on, sustained, incurred or suffered by, or asserted against, any of them, whether in respect of third-party claims, direct claims or otherwise, directly or indirectly relating to, arising out of or resulting from the arrangement of any financing or the provision of information utilized in connection therewith or any cooperation of the Seller, the Company and the Company Subsidiaries contemplated by Section 6.13 or this Section 6.19 (other than arising from fraud, gross negligence, willful misconduct or intentional misrepresentation by the Seller, the Company or any Company Subsidiary) to the fullest extent permitted by applicable Law, and the foregoing obligations shall survive the Closing Date and termination of this Agreement. The Purchaser Buyers shall promptly, upon request of the Seller or the Company, reimburse the Seller, the Company and the Company Subsidiaries for all costs and expenses (including reasonable attorneys’ fees) incurred by the Seller, the Company or any Company Subsidiary (including those of their respective Affiliates or Representatives) in connection with the cooperation of the Seller, the Company and the Company Subsidiaries contemplated by Section 6.13 or this Section 6.19, and the foregoing obligations shall survive the Closing Date and termination of this Agreement. (d) The Parties acknowledge and agree that the statements and agreements provisions contained in this Section 6.19, represent the sole obligation of the Seller, the Company, the Company Subsidiaries and their respective Affiliates and Representatives with respect to cooperation in connection with the arrangement of any Issuer financing and no other provision of this Agreement are solely for shall be deemed to expand or modify such obligations. (e) The OpCo Buyer and the benefit PropCo Buyer shall keep the other Parties reasonably informed of material developments relating to any Financing of the applicable lenders party thereto and that in Buyer for any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the CompanyTransactions.

Financing Cooperation. If requested by Purchaser, the Company will provide the following cooperation in connection with the Purchaser obtaining any Permitted Loan: (a) subject Each of Parent and Merger Sub shall use its reasonable best efforts to take (or cause to be taken) all actions, and to do (or cause to be done) all things necessary, proper or advisable to consummate and obtain the proceeds of the Debt Financing contemplated by the Debt Financing Commitments on the terms and conditions described in the Debt Financing Commitments (including any flex provisions applicable Lawthereto), including using reasonable best efforts to (i) deposit such pledged Securities and/or Warrant Shares in book entry form negotiate definitive agreements with respect thereto on the books terms and conditions (including the flex provisions) contained therein or on other terms not materially less favorable, in the aggregate, to Parent (as determined in the reasonable judgment of The Depository Trust Company when eligible to do so or Parent) and not in violation of this Section 5.2(a) (including clauses (A)-(C) below), (ii) without limiting the generality of sub-clause satisfy (i)or, if such Securities and/or Warrant Shares deemed advisable by Parent, seek a waiver of) on a timely basis all conditions applicable to Parent and Merger Sub in the Debt Financing Commitments that are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form within its control and otherwise comply with its obligations thereunder and pay related fees and expenses on the books of The Depository Trust Company or other depository with customary restrictive legendsClosing Date, (biii) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register maintain in effect the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price Debt Financing Commitments in accordance with the terms of thereof (except for amendments and supplements not prohibited by this Agreement, including a right for such lender as a third party beneficiary of Section 5.2(a)) until the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor transactions contemplated by this Agreement are consummated or this Agreement is terminated in accordance with the terms of this Agreement its terms, and (eiv) such other cooperation and assistance as enforce its rights under the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything Debt Financing Commitments in the preceding sentence event of a breach by any counterparty thereto. Parent shall have the right from time to time to amend, supplement, amend and restate or modify the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (Debt Financing Commitments; provided, that any such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) amendment, supplement, amendment and (y) restatement or other modification shall not, without the Purchaser certifying to prior written consent of the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral add new (or adversely modify any existing) conditions precedent to the lenders under such Permitted Loan and that Debt Financing as set forth in the execution of such Permitted Loan and Debt Financing Commitments as in effect on the terms thereof do not violate the terms of this Agreement or applicable Lawdate hereof, (B) except as otherwise set forth herein, reduce the aggregate amount of the Debt Financing Commitments (including by changing the amount of fees to be paid or original issue discount of the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (Debt Financing as defined set forth in the Issuer AgreementDebt Financing Commitments) constitutes in a manner that would adversely impact the only circumstances under which ability of Parent to consummate the lenders under Merger or that would otherwise be expected to delay or impede the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.Merger or

Financing Cooperation. (a) If requested by Purchasera Seller Holdco Party, the Company will provide cooperation (with, in each case, all reasonable, documented out-of-pocket expenses, including legal expenses, incurred by the following cooperation Company in connection with the Purchaser foregoing, being borne by such Seller Holdco Party) in connection with such Seller Holdco Party obtaining any Permitted Loan, including with respect to the following: (a) subject to applicable Law, using reasonable efforts to (i) deposit such pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible to do so or (ii) without limiting the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (b) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter entering into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, include agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure foreclosure, acknowledgments regarding organizational documents and corporate policy, if applicable, and certain acknowledgments regarding the pledged Company Common Stock and securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (dii) using good faith and commercially reasonable efforts to (A) remove any restrictive legends on certificates representing pledged Company Common Stock and depositing any pledged Company Common Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so or otherwise as agreed with the transfer agent (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Company Common Stock is eligible for resale under an exemption for sale under the Securities Act, including Rule 144 thereunder, depositing such pledged Company Common Stock in book entry form on the books of The Depository Trust Company or other depository with customary representations and warranties from the applicable Seller Holdco Party or its applicable Affiliates regarding compliance with securities Laws, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Company Common Stock in the name of the relevant lender, agent, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent Seller Holdco or its Permitted Transferees (or its or their Affiliates) continue to beneficially own such pledged Company Common Stock, (iv) entering into customary triparty agreements with each lender and any applicable Purchaser Seller Holdco (and its Permitted Transferees and its and their Affiliates) relating to the delivery of the Securities and/or Warrant Shares, as applicable, Company Common Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, purchase price including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement obligations hereunder and (ev) such other cooperation and assistance as the Purchaser Seller Holdco and its Permitted Transferees may reasonably request in writing (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information or compliance certificates typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on . (xb) the Purchaser delivering to Seller Holdco shall indemnify and hold harmless the Company a copy and its Affiliates and all Representatives of any of the loan agreement for foregoing from and against any and all fees, costs and expenses (including reasonable out-of-pocket legal and accounting fees and expenses), judgments, fines, claims, losses, penalties, damages, interest, awards and liabilities directly or indirectly suffered or incurred by them in connection with the arrangement and consummation of any Permitted Loan to which or providing any of the Issuer Agreement relates information utilized in connection therewith, except (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying informationi) and (y) the Purchaser certifying to any information concerning the Company in writing that or any of its Affiliates provided by the Company or any of its Affiliates or Representatives or (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (Bii) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit foregoing was suffered or incurred as a result of the applicable lenders party thereto and that in gross negligence, Fraud, intentional misrepresentation, bad faith, or willful misconduct of, any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Companysuch Persons.

Financing Cooperation. If requested by Purchaser, Notwithstanding anything to the Company will provide contrary in this Agreement and to the following cooperation in connection with the Purchaser obtaining any Permitted Loan: (a) subject to fullest extent permitted under applicable Law, using reasonable efforts except for (1) the right of Seller to seek and recover either (iA) deposit such pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible to do so or monetary damages from OpCo Purchaser (ii) without limiting the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (b) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations OpCo Purchaser Equity Investors pursuant to and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary the OpCo Purchaser Limited Guarantee) in respect of any Losses of the Company’s obligation under Article II Seller or any of its Related Parties up to issue the Securities and/or Warrant Shares, as applicable, upon payment amount of the Purchase Price therefor Maximum Liability Amount in accordance with the aggregate pursuant to the terms and conditions of this Agreement Section 29(a) (Limitation of Liabilities), (B) (i) the OpCo Regulatory Termination Fee (plus any interest thereon) and (eii) such other cooperation the Enforcement Costs, if when and assistance as due, pursuant to Section 14(c)(iv), or (C) the Purchaser may reasonably request reimbursement and indemnification obligations, if, when and as due pursuant to Section 5(i)(iv) (Financing Cooperation); provided that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence no event shall amounts recoverable pursuant to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy foregoing clauses (A) or (C) be in excess of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) Maximum Liability Amount and (y) the Purchaser certifying foregoing clause (B) be in excess of the Maximum Liability Amount, and in no event shall Seller or any of its Related Parties be entitled to recover any amounts pursuant to both of the Company in writing that foregoing clauses (A) and (B), (2) the loan agreement with respect rights of Seller under the OpCo Confidentiality Agreement, (3) the rights of Seller to which specific performance to cause OpCo Purchaser to enforce the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into OpCo Purchaser Equity Commitment Letter in accordance with, and subject to, the terms and conditions thereof, (4) the rights of Seller against each OpCo Purchaser Equity Investor under, if, as and when permitted pursuant to the terms and conditions of the OpCo Purchaser Limited Guarantee, (5) the rights of Seller to an injunction, specific performance or other equitable relief in accordance with this AgreementSection 14(d) (Specific Performance), (6) from and after Closing, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled Indemnified Parties relating to use the statements and agreements of the Company in an Issuer Agreement against the Company.indemnification pursuant to Section 20 (Survival;

Financing Cooperation. If requested by Purchaser, the Company will provide the following cooperation in connection with the Purchaser obtaining any Permitted Loan: (a) subject Purchaser shall use reasonable best efforts to applicable Lawconsummate the Financing on the terms and conditions set forth in the Debt Commitment Letter and the Fee Letter (which reasonable best efforts shall include agreeing to the utilization of any “market flex” provisions contained therein), including using reasonable best efforts to (i) deposit such pledged Securities and/or Warrant Shares negotiate and enter into definitive agreements with respect to the Financing consistent with the terms and conditions set forth in book entry form on the books of The Depository Trust Company when eligible to do so or Debt Commitment Letter and the Fee Letter and (ii) satisfy on a timely basis (or obtain the waiver of) all conditions to the Financing set forth in such definitive agreements that are to be satisfied by Purchaser. Purchaser shall comply with its obligations, and use its reasonable best efforts to enforce its rights, under the Debt Commitment Letter and the Fee Letter. Purchaser shall give Seller prompt notice of any material breach by any party to the Debt Commitment Letter of which Purchaser has become aware, or any purported termination of the Debt Commitment Letter. Purchaser shall not, without limiting the generality prior written consent of sub-clause Seller, (ix) permit any amendment or modification to, or any waiver of any material provision or remedy under, the Debt Commitment Letter or the Fee Letter if such amendment, modification, waiver or remedy results in new (or adversely modifies any existing) conditions to the consummation of the Financing or reduces the amount thereof, or (y) terminate, or take any action that would permit the termination of, the Debt Commitment Letter; provided, however, that Purchaser may terminate the Debt Commitment Letter so long as the Debt Commitment Letter is being simultaneously replaced with alternative financing arrangements on terms that are no less favorable to the interests of Seller than the terms contained in the Debt Commitment Letter (which alternative financing arrangements shall thereafter constitute the Financing hereunder). In the event that all or any portion of the Financing becomes unavailable on the terms and conditions set forth in the Debt Commitment Letter and the Fee Letter, regardless of the reason therefor, Purchaser shall (1) use its reasonable best efforts to obtain as promptly as possible alternative financing (including from other sources) in an amount such that the aggregate financing available to Purchaser is equal to the Purchase Price, which alternative financing shall be on terms that are no less favorable to the interests of Purchaser than the terms contained in the Debt Commitment Letter and the Fee Letter and shall not, without the consent of Seller (which consent shall not be unreasonably withheld), if include any conditions to the consummation of such Securities and/or Warrant Shares alternative financing that are eligible for resale not substantially the same as the conditions to the Financing set forth in the Debt Commitment Letter or otherwise be materially less favorable to the interests of Seller (any such alternative financing, an “Alternative Financing”), and (2) promptly notify Seller of such unavailability and the reason therefore. Purchaser’s obligations with respect to the Financing under Rule 144Athis Section 6.16(a) shall also apply to any Alternative Financing; provided, depositing such pledged Securities however, that Purchaser shall not be obligated to agree to the utilization of any “market flex” that is less favorable to Purchaser than the “market flex” provisions contained in book entry form on the books Debt Commitment Letter and Fee Letter in force as of The Depository Trust Company or other depository with customary restrictive legends, the date hereof. (b) if so Prior to the Closing, and, with respect to clause (iv) of this Section 6.16(b), prior to and after the Closing, Seller shall, and shall cause the other members of the Seller Group and its and their respective officers, employees and advisors (including legal counsel and accountants) to, provide to Purchaser all cooperation, on a timely basis, as reasonably requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions the Financing (or any Alternative Financing), which cooperation shall include using reasonable best efforts to timely: (i) cause senior management and other appropriate employees of the Business to participate in customary form a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies on reasonable advance notice; (ii) assist with the preparation of materials (including business projections and similar materials) for rating agency, lender and investor presentations, offering documents, private placement memoranda, bank information and syndication memoranda, prospectuses, marketing materials and similar financings documents in connection with the Financing or any Alternative Financing, including to cause management and not inconsistent with this Agreement or other personnel to participate in related drafting sessions; (iii) furnish Purchaser and the Company’s obligations relevant financing sources non-financial information of the type required under the Certificate Securities Act and of Designations type and applicable Law (which agreement may include, primarily, agreements and obligations form customarily included in private placements of debt securities under Rule 144A of the Company relating Securities Act or registered offerings of debt securities under the Securities Act by strategic acquirors of businesses to procedures finance such acquisitions, to consummate any offering of securities contemplated by the Financing (it being understood that Purchaser shall have the right to include the information provided by Seller under this clause (iii) and specified time periods for effecting transfers and/or conversions upon foreclosurethe other Required Information in a current report filed with the SEC) (such information, agreements to not hinder together with the Audited Business Financial Statements, the Quarterly Financial Statements, the Monthly Financial Reports, any replacements or delay exercises of remedies on foreclosure restatements thereof and certain acknowledgments regarding securities law status supplements thereto, and, in the case of the pledge arrangementsAudited Business Financial Statements, the auditors’ report thereon, and shall including consents of accountants for use of their reports in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser materials relating to the delivery Financing or any Alternative Financing, the “Required Information”); provided, however, that the Required Information shall in no event include any “Management’s Discussion and Analysis”, “Compensation Discussion and Analysis” or similar disclosure related to the Business; (iv) assist in obtaining accountants’ comfort letters and auditor’s reports in respect of audited financials (including consents of accountants for use of their reposts in any materials relating to the Financing or any Alternative Financing) as reasonably requested by Purchaser; (v) assist Purchaser in satisfying the conditions to fund under the Debt Commitment Letter; (vi) execute or obtain and deliver at the Closing other customary certificates or other documents as may be reasonably requested by the relevant financing sources; and (vii) otherwise reasonably cooperate with the marketing efforts of Purchaser and its financing sources for any of the Securities and/or Warrant SharesFinancing or any Alternative Financing; provided, as applicablehowever, to the relevant lender for crediting to the relevant collateral accounts upon funding that neither Seller nor any other member of the loan Seller Group shall be required to pay any commitment or other fee, or incur any other material liability, in connection with this Section 6.16, the Financing or any Alternative Financing. Purchaser shall reimburse Seller for reasonable out-of-pocket costs incurred in connection with the Financing and payment any Alternative Financing, including such costs incurred in connection with compliance with Section 6.14. Purchaser shall indemnify and hold harmless Seller, the other members of the Purchase Price Seller Group and their respective directors, officers, employees and representatives from and against any and all Losses suffered or incurred by any of them in accordance connection with the terms of this Agreement, including a right for such lender as a third party beneficiary arrangement of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and Financing (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying informationor any Alternative Financing) and (y) the Purchaser certifying to the Company any information utilized in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Companyconnection therewith.

Financing Cooperation. If requested by Purchaser, the Company will provide the following cooperation in connection with the Purchaser obtaining any Permitted Loan: (a) subject to applicable LawFrom and after the date of this Agreement, using and through the earlier of the Merger Closing and the date on which this Agreement is terminated in accordance with Article VIII, Bemis shall, and shall cause the Bemis Subsidiaries to, and use commercially reasonable efforts to cause its and their respective Representatives (iincluding their auditors) deposit to, provide such pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible to do so or customary cooperation (ii) without limiting the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (b) if so requested by such lender or counterparty, as applicable, including using commercially reasonable efforts to re-register obtain any payoff letters to be delivered at the pledged Securities and/or Warrant Shares Merger Closing with respect to any current bank debt financing of Bemis or any Bemis Subsidiary) as is reasonably requested by Amcor in the name arrangement or continuation of any bank debt financing (including customary waivers or consents) or any capital markets debt financing (including providing reasonably available financial and other information regarding Bemis and the Bemis Subsidiaries customarily included in marketing and offering documents and to enable Amcor to prepare customary pro forma financial statements) for the purposes of, in the sole discretion of Amcor, financing any rollover, repayment or refinancing of Indebtedness in connection with the Transactions (collectively, the “Debt Financing”); provided however that neither Bemis or any Bemis Subsidiary shall be required to execute any definitive financing documents pursuant to which Indebtedness is incurred prior to the Effective Time. (b) As promptly as reasonably practicable after the receipt of any written request by Amcor to do so, Bemis shall use its commercially reasonable efforts to commence offers to purchase and/or consent solicitations related to any or all of the relevant lenderoutstanding aggregate principal amount and all other amounts due of any or all series of notes, counterpartydebentures or other debt securities of Bemis or its Subsidiaries, custodian including any Bemis Senior Notes, on such terms and conditions, including pricing terms, that are specified and requested, from time to time, by Amcor (each a “Debt Tender Offer” and collectively, the “Debt Tender Offers”) and Amcor shall assist Bemis in connection therewith. Bemis shall request that Xxxxx’x counsel provide such legal opinions as may be reasonably requested by Amcor that are customary or similar party necessary in connection with the Debt Tender Offers, if any. Amcor shall only request Bemis to a Permitted Loanconduct any Debt Tender Offer in compliance with the documents governing the applicable debt securities and the rules and regulations of the SEC, solely including Rule 14e-1 under the Exchange Act. Notwithstanding the foregoing, the closing of each Debt Tender Offer, if any, shall be conditioned on the occurrence of the Merger Closing. Subject to the preceding sentence, Bemis shall, and shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause their respective Representatives to, provide all cooperation as securities intermediary may be reasonably requested by Amcor in connection with any Debt Tender Offer, including using commercially reasonable efforts in assisting with the preparation of the related offer to purchase and only letter of transmittal. Bemis (i) shall waive any of the conditions to the Debt Tender Offers (other than the occurrence of the Merger Closing) and make any change to the Debt Tender Offers, in each case, as may be reasonably requested by Amcor and (ii) shall not, without the written consent of Amcor, waive any condition to any Debt Tender Offer or make any changes to any Debt Tender Offer. (c) Notwithstanding the foregoing, nothing in this Section 6.13 shall require Bemis, any of its Subsidiaries, or any of its or their directors or officers to commit to any action that is not contingent upon the Merger Closing or that would be effective prior to the Merger Closing, or bear any cost or expense or incur any liability prior to the Merger Closing that is not subject to reimbursement or indemnification under this Section 6.13. Amcor shall (i) promptly, upon request by Bemis, reimburse Bemis for all reasonable and documented out-of-pocket costs and expenses (including reasonable outside attorneys’ fees) incurred by Bemis pursuant to this Section 6.13 and (ii) indemnify and hold harmless Bemis, the Bemis Subsidiaries and their respective affiliates and their Representatives from and against any and all losses suffered or incurred by any of them to the extent the Purchaser or arising as a result of Xxxxx’x performance of its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may includethis Section 6.13, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating except to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender extent suffered or incurred as a third party beneficiary result of the Company’s obligation under Article II to issue the Securities and/or Warrant Sharesgross negligence, as applicablebad faith, upon payment of the Purchase Price therefor in accordance with the terms willful misconduct or material breach of this Agreement and (e) such other cooperation and assistance as on the Purchaser may reasonably request that will not unreasonably disrupt the operation part of the Company’s business. Anything in the preceding sentence to the contrary notwithstandingBemis, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) Bemis Subsidiaries and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan their respective affiliates and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Companytheir Representatives.

Financing Cooperation. If (a) Buyer shall use its reasonable best efforts to timely obtain the Financing, including in such a manner so as to timely satisfy the condition contained in Section 7.3(h) hereof. In the event that the financing under the Indebtedness Commitment Letter is not made available to Buyer so as to enable Buyer to proceed with the transactions contemplated by this Agreement in a timely manner, Buyer shall use its reasonable best efforts to obtain alternate financing on terms not less favorable in any material respect than those set forth in the Indebtedness Commitment Letters, which alternate financing would not materially delay the consummation of the transactions contemplated by this Agreement. In no event shall the amount of equity financing for the Purchase Price be less than that contemplated by the Equity Commitment Letter and at least $300 million of Buyer's financing of the Purchase Price shall be provided by the THL Fund or its limited partners, or investors affiliated with the THL Fund. (b) Sellers shall cause the Company and its Subsidiaries and their respective Representatives to provide all necessary cooperation reasonably requested by Purchaser, the Company will provide the following cooperation Buyer in connection with the Purchaser obtaining arrangement of, and the negotiation of agreements with respect to, the Financing (and any Permitted Loan: replacements or refinancing thereof), including by making available to Buyer and such lenders and their representatives, personnel (aincluding for participation in road shows) subject documents and information of the Company and its Subsidiaries as may reasonably be requested by Buyer or such lenders and by cooperating with lenders under the Commitment Letters. (c) In the event Buyer is required to applicable Lawdeliver or cause to be delivered pursuant to the terms of the Commitment Letters or the related financing contemplated thereby, using reasonable efforts or actually delivers or causes to be delivered, a letter or opinion with respect to the solvency, sufficiency of assets, sufficiency of capital or any similar or related status, in each case, of the Company, Buyer or any of their respective Subsidiaries, then Buyer shall (at Buyer's expense) cause such letter or opinion to (i) deposit such pledged Securities and/or Warrant Shares in book entry form on be delivered to the books of The Depository Trust Company when eligible to do so or and Sellers and (ii) without limiting the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (b) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to contain a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of statement that the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder Sellers may rely on such letter or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, opinion as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for though such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering letter or opinion had been addressed to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the CompanySellers.

Financing Cooperation. If requested by Purchaser(a) Purchaser shall, and shall cause each of its Affiliates to, use its reasonable best efforts to obtain the Company will provide Debt Financing on a timely basis on the following cooperation terms and conditions described in the Debt Commitment Letters (as such terms may be modified in connection with the Purchaser obtaining exercise of any Permitted Loan: (a) subject to applicable Law“flex” provisions provided for therein), including using its reasonable best efforts to (i) deposit such pledged Securities and/or Warrant Shares comply in book entry form on all material respects with its obligations under the books of The Depository Trust Company when eligible to do so or applicable Debt Commitment Letters, (ii) without limiting maintain in effect the generality of sub-clause Debt Commitment Letters, (iiii) negotiate and enter into all definitive agreements with respect to the Debt Commitment Letters (collectively, the “Debt Financing Documents”) on a timely basis on terms and conditions (including the “flex” provisions) contained therein or otherwise not materially less favorable to Purchaser in the aggregate than those contained in the Debt Commitment Letters, (iv) satisfy on a timely basis all conditions applicable to Purchaser contained in the applicable Debt Financing Documents within their control (or obtain a waiver thereof), if such Securities and/or Warrant Shares are eligible for resale under Rule 144Aincluding the payment of any commitment, depositing such pledged Securities in book entry form engagement or placement fees required to be paid as a condition to the Debt Financing on or prior to the books of The Depository Trust Company or other depository with customary restrictive legendsClosing Date, (bv) if so requested by such lender enforce in all material respects all of its rights under or counterparty, as applicable, using with respect to the applicable Debt Financing Documents upon the satisfaction of the applicable conditions contained therein and (vi) consummate the Debt Financing at or prior to the Closing (it being understood that it is not a condition to Closing under this Agreement for Purchaser to obtain the Debt Financing). Purchaser shall use commercially reasonable efforts to re-register keep the pledged Securities and/or Warrant Shares Sellers’ Representative informed on a reasonable basis and in the name reasonable detail of the relevant lenderstatus of its efforts to arrange the Debt Financing. Purchaser shall give the Sellers’ Representative prompt (and in any event, counterpartywithin two (2) Business Days) written notice of any of the following, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent occurring prior to the Closing: (A) upon having knowledge of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or default) by any party of any of the Debt Financing Documents or any termination of any of the Debt Financing Documents, (B) of the receipt of any notice or other communication from any Person with respect to any material dispute or disagreement between or among any parties to the Debt Commitment Letters (it being understood and agreed that customary negotiations with respect to the Debt Financing and the Debt Commitment Letters (or any agreement related thereto) shall not constitute a material dispute or disagreement) that relates to the termination of or the satisfaction of the conditions to, the obligations of the Debt Financing Sources party thereto to fund their applicable portion of the Debt Financing, (C) of the occurrence of an event or development that would reasonably be expected to have a material and adverse impact on the ability of Purchaser to obtain all or any portion of the Debt Financing contemplated by the Debt Commitment Letters and (D) if for any reason (other than as a result of the failure of the conditions set forth in Section 8.2 to be satisfied) Purchaser has determined in good faith that it shall not be able to obtain all or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by the Debt Commitment Letters. As soon as reasonably practicable, but in any event, within three (3) Business Days following delivery by the Sellers’ Representative to Purchaser of written request therefor, Purchaser shall provide any information reasonably requested by the Sellers’ Representative relating to any circumstance referred to in clause (A), (B), (C) or (D) of the immediately preceding sentence; provided that nothing in this sentence or the immediately preceding sentence shall require Purchaser to provide any such information to the extent disclosure could reasonably be expected to result in a waiver of attorney client privilege (provided that, if any such access is limited for the foregoing reason, Purchaser shall use its Affiliates continues commercially reasonable efforts to beneficially own establish a process that shall provide the Sellers’ Representative with timely access to the fullest extent possible to the substance of such pledged Securities and/or Warrant Sharesinformation). Other than as such terms may be modified in connection with the exercise of any “flex” provisions provided for in the Debt Commitment Letter and as set forth in Section 6.8(b), Purchaser shall not, without the prior written consent of the Sellers’ Representative, amend, modify, supplement or waive any of the conditions or contingencies to funding contained in the Debt Financing Documents or any other provision of, or remedies under, the Debt Financing Documents, in each case to the extent such amendment, modification, supplement or waiver would reasonably be expected to have the effect of (x) adversely affecting in any respect the ability of Purchaser to timely consummate the transactions contemplated by this Agreement, including by reducing the aggregate amount of the Debt Financing contemplated by the Debt Commitment Letters, (y) imposing new or additional conditions or otherwise expanding, amending, modifying, supplementing or waiving the conditions to the Debt Financing in a manner that would materially delay the Closing or make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Debt Financing materially less likely to occur or (z) adversely affecting the ability of Purchaser to enforce its rights against the other parties to the Debt Commitment Letters; provided that Purchaser shall be permitted to amend the Debt Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or other agents and arrangers that have not executed the Debt Commitment Letter as of the date hereof. In the event all conditions applicable to the Debt Financing Documents have been satisfied and all of the conditions set forth in Article 9 have been satisfied (other than those to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), Purchaser shall use its reasonable best efforts to cause the Debt Financing Sources to fund the Debt Financing required to consummate the transactions contemplated by this Agreement. (b) If all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letters (as such terms may be modified in connection with the exercise of any “flex” provisions provided for therein), Purchaser shall use its reasonable best efforts to, as promptly as reasonably practicable, arrange and obtain alternative financing in an amount sufficient, when added to any portion of the Debt Financing that has not become unavailable and other available cash at Closing of Purchaser, to pay in cash all amounts required to be paid by Purchaser in connection with the transactions contemplated by this Agreement (“Alternative Debt Financing”) on terms not materially less favorable (including with respect to conditionality to the availability and funding of the financing provided thereby), in the aggregate, to Purchaser than those set forth in the Debt Commitment Letters on the date hereof (as such terms may be modified in connection with the exercise of any “flex” provisions provided for therein). In such event, the term “Debt Financing” as used in this Agreement shall be deemed to include any Alternative Debt Financing and the term “Debt Commitment Letters” as used in this Agreement shall be deemed to include the applicable documents for such Alternative Debt Financing. (c) negotiating Prior to the Closing, (i) the Company shall, and shall cause the other Barteca Entities to, and shall use commercially reasonable efforts to cause the Barteca Entities’ respective directors, officers and employees to use commercially reasonable efforts to, and shall direct the Barteca Entities’ counsel, accountants and auditors to use commercially reasonable efforts to, and (ii) each Blocker Seller shall, and shall cause its applicable Blocker to, and shall use commercially reasonable efforts to cause each Blocker Seller’s and Blocker’s respective directors, officers and employees to use commercially reasonable efforts to, and shall direct each Blocker Seller’s and Blocker’s respective counsel, accountants and auditors to use commercially reasonable efforts to, in good faith each case, provide reasonable cooperation with the arrangement of the Debt Financing as may be reasonably requested by Purchaser, at Purchaser’s sole cost and expense (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Blockers or the Barteca Entities), including by using their respective commercially reasonable efforts in connection with any of the following matters: (i) participating (including by making members of senior management with appropriate seniority and expertise available) in a reasonable number of meetings, presentations, due diligence sessions and drafting sessions and sessions with rating agencies; (ii) (A) furnishing Purchaser and the Debt Financing Sources with the Required Bank Information, as promptly as practicable and (B) upon reasonable request by Purchaser, furnishing to enter into an issuer agreement (an “Issuer Agreement”) with each lender the Purchaser and the Debt Financing Sources information relating to the Barteca Entities that is reasonably required by Purchaser and such Debt Financing Sources to produce one or more customary confidential information memoranda, investor presentations, bank information memoranda, offering memoranda, private placement memoranda and other customary marketing materials to be used in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement financing; (iii) providing all information reasonably requested by Purchaser or the Company’s obligations Debt Financing Sources regarding the Barteca Entities under applicable “know your customer”, anti-money laundering rules and regulations and the Certificate USA PATRIOT Act of Designations and applicable Law 2001, in each case, requested at least ten (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d10) entering into customary triparty agreements with each lender and any applicable Purchaser relating days prior to the delivery Closing Date; (iv) assisting with Purchaser’s preparation of definitive financing documentation and the Securities and/or Warrant Sharesschedules and exhibits thereto, as applicablein each case, customarily required to be delivered under such definitive financing documents; provided that no obligation of any Barteca Entity under any such document or agreement shall be effective until the Closing; and (v) assisting Purchaser and the Debt Financing Sources in the preparation of a customary rating agency presentations, bank information memoranda (including, to the relevant lender extent necessary, an additional bank information memorandum that does not include material non-public information and customary authorization letters) for crediting any of the Debt Financing to the relevant collateral accounts upon funding extent reasonably required thereby; provided that none of the loan and payment of Unitholders nor the Purchase Price Barteca Entities shall be required to pay any commitment or other similar fee (except to the extent reimbursed substantially concurrently by Purchaser or contingent upon the Closing) or incur any other liability in accordance connection with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s businessDebt Financing. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, further, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement effectiveness of any documentation executed by any Blocker or any Barteca Entity with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral Debt Financing shall be subject to the lenders under such Permitted Loan and that consummation of the execution of such Permitted Loan and Closing (other than as set forth in any authorization letter delivered in connection with the terms thereof do not violate the terms of Debt Financing). Any information provided to Purchaser pursuant to this Agreement or applicable Law, (BSection 6.8(c) shall be subject to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Confidentiality Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such . Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements none of the Company Unitholders nor any Barteca Entity nor any of their respective Affiliates expressly for use in connection therewith or any Issuer Agreement are solely for the benefit of the applicable lenders party thereto their respective directors, officers, employees, representatives and that in advisors (including legal, financial and accounting advisors) shall have any dispute between the Company responsibility for, and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled required to use incur any liability (personal or otherwise) to any person under or in connection with, the statements and agreements arrangement of the Debt Financing or any Alternative Debt Financing that Purchaser may raise in connection with the transactions contemplated by this Agreement, and that Purchaser shall indemnify and hold harmless the Unitholders, the Blockers, the Barteca Entities and their respective Affiliates and representatives from and against any and all Losses suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith, except to the extent arising from (x) information provided by or on behalf of the Blocker Sellers, the Blockers, the Barteca Entities or their respective Affiliates or (y) the bad faith, willful misconduct or gross negligence of the Blocker Sellers, the Blockers, the Barteca Entities or their respective Affiliates. Purchaser shall, and shall cause its Affiliates to, promptly reimburse the Company for all out-of-pocket costs or expenses incurred by the Blockers and the Barteca Entities and/or their respective Affiliates in an Issuer Agreement against connection with cooperation provided for in this Section 6.9(c) (including in connection with the preparation of the pro forma financial statements that would be prescribed by Article 11 of Regulation S-X under the Securities Act); provided, that Purchaser shall not be required to reimburse the Company, the Blockers or the Barteca Entities for expenses incurred solely in connection with actions taken by the Blockers and the Barteca Entities in connection with the preparation of the Required Bank Information that the Blockers and the Barteca Entities would otherwise have taken in connection with their ordinary course activities. Purchaser acknowledges and agrees that obtaining the Debt Financing, or any other financing, is not a condition to the Closing and reaffirms its obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the Debt Financing or any other financing, subject to satisfaction or waiver of the conditions set forth in Article 8. (d) The Company and the Blockers, on behalf of themselves and their respective Subsidiaries, hereby consent to the use of their logos solely in connection with the Debt Financing; provided that such logos are used solely in a manner that is neither intended to nor reasonably likely to harm or disparage the Barteca Entities or the Blockers or their respective reputations, goodwill or marks.

Financing Cooperation. If requested by Purchaser, the Company will provide the following cooperation in connection with the Purchaser obtaining any Permitted Loan: (a) subject Without the prior written consent of the Company, Parent shall not permit any amendment or modification to applicable Lawbe made to, using reasonable efforts to or any waiver of any provision or remedy under, or replacement of, the Debt Financing Commitment if such amendment, modification, waiver or replacement (i) deposit (A) reduces the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount of the Debt Financing), (B) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing, (C) adversely affects the ability of Parent to enforce its rights against other parties to the Debt Financing Commitment or (D) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement (collectively, the “Restricted Debt Financing Commitment Amendments”) (provided that with prior written notice to the Company, Parent may amend the Debt Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar Persons who had not executed the Debt Financing Commitment as of the date hereof and make any other changes required to add such pledged Securities and/or Warrant Shares lenders, lead arrangers, bookrunners, syndication agents or similar Person, but only if the addition of such additional parties and such other changes, individually or in book entry form on the books aggregate, would not result in the occurrence of The Depository Trust Company when eligible to do so a Restricted Debt Financing Commitment Amendment) or (ii) without limiting could reasonably be expected to result in the generality early termination of sub-clause the Debt Financing Commitment. Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the Debt Financing as promptly as practicable on the terms and conditions described in the Debt Financing Commitment, including using its reasonable best efforts to (i1) maintain in effect the Debt Financing Commitment until the funding of the Debt Financing at or prior to Closing, (2) satisfy on a timely basis (or obtain a waiver of) all conditions and covenants required to be performed or satisfied by Parent to obtain the Debt Financing at the Closing as set forth in the Debt Financing Commitment, (3) negotiate, execute and deliver definitive agreements with respect to the Debt Financing on the terms and conditions contemplated by the Debt Financing Commitment (and promptly provide copies of such executed and delivered definitive agreements to the Company), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company (4) fully pay when due any and all commitment fees or other depository fees or amounts payable under the Debt Financing Commitment and (5) upon satisfaction of the conditions set forth in the Debt Financing Commitment, consummate the Debt Financing at or prior to the Closing (including by enforcing its rights under the Debt Financing Commitment and, if necessary, taking enforcement action to cause the Debt Financing Sources and other Persons providing such Debt Financing to comply with customary restrictive legendstheir obligations under the Debt Financing Commitment and, subject to the terms and upon the satisfaction of the conditions of the Debt Financing Commitment, to fund such Debt Financing by the Closing Date). (b) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register In the pledged Securities and/or Warrant Shares in the name event any portion of the relevant lenderDebt Financing becomes unavailable, counterpartyregardless of the reason therefor, custodian or similar party to a Permitted Loan, solely as securities intermediary Parent shall promptly notify the Company and only to shall use its reasonable best efforts through the extent earlier of the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings Closing Date and not inconsistent with the date on which this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price is terminated in accordance with Article VIII to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain alternative financing (“Alternative Financing”) from the same or alternative sources on terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II and conditions not materially less favorable to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything Parent than those in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on Debt Financing Commitment. Such Alternative Financing (xincluding any commitments therefor) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying informationX) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.have any

Financing Cooperation. If (a) Each of the Companies and the Sellers shall use its reasonable best efforts to provide and shall use its reasonable best efforts to cause its respective Subsidiaries and their respective officers, employees, advisors and other representatives, to provide, in each case at the sole cost of BPS Buyer, with such cooperation and assistance as is customary or reasonably requested by Purchaser, the Company will provide the following cooperation BPS Buyer in connection with arranging and/or obtaining the Purchaser obtaining any Permitted Loan: (a) subject to applicable LawDebt Financing, including using reasonable best efforts to with respect to: (i) deposit such pledged Securities and/or Warrant Shares the delivery, at least four (4) Business Days prior to the Closing Date, of all documentation and other information about each of the Companies as is reasonably requested in book entry form writing by BPS Buyer (including on behalf of the books of The Depository Trust Company when eligible Debt Financing Sources) at least nine (9) Business Days prior to do so or the Closing Date and required to be delivered pursuant to applicable “beneficial ownership,” “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation (31 C.F.R. § 1010.230); and (ii) without limiting assisting BPS Buyer with the generality (x) pledging and perfection of sub-clause collateral and (i)y) provision of guarantees, if such Securities and/or Warrant Shares are eligible for resale under Rule 144Ain each case, depositing such pledged Securities in book entry form on supporting the books Debt Financing, including assisting BPS Buyer with BPS Buyer’s preparation of The Depository Trust Company the Debt Financing Documents; provided that no pledge or other depository with customary restrictive legends, guarantee shall be effective until the Closing. (b) if so requested Notwithstanding anything to the contrary herein, (A) nothing herein shall require such cooperation or other action by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares in the name any of the relevant lender, counterparty, custodian Sellers or similar party to a Permitted Loan, solely as securities intermediary and only the Companies to the extent it would unreasonably interfere with the Purchaser ongoing operations of Sellers, the Companies or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Sharesany of their Subsidiaries, (cB) negotiating in good faith (1) none of Sellers, the Companies or their Subsidiaries or their respective Representatives shall be required to enter into an issuer agreement (an “Issuer Agreement”) with each lender execute, approve or deliver any definitive financing documents, certification, instrument or agreement, or make any representation to BPS Buyer, any of its Affiliates, any lender, agent or lead arranger to any Debt Financing or any other person in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement any Debt Financing (it being understood that any officer or the Company’s obligations under the Certificate director of Designations and applicable Law (which agreement may include, primarily, agreements and obligations any of the Company relating Companies or any of their Subsidiaries that will remain an officer or director after the Closing may, at the request of BPS Buyer in connection with any Debt Financing, execute, approve or deliver documents that will be effective only at or after the Closing (but subject to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status the occurrence of the pledge arrangementsClosing)), and shall in include restrictions on Transfers (2) no Representative of the pledged Securities and/or Warrant Shares consistent Companies or their respective Affiliates shall be required to deliver any certificate or take any other action pursuant to this Section 4.30 to the extent doing so could reasonably be expected to result in personal liability to such representative, (C) none of the Companies or their Subsidiaries or any of their respective Affiliates or any of their respective equityholders or governing bodies shall be required to authorize or pass any resolutions or consents to approve or authorize the execution of any definitive financing documents, certification, instrument or agreement in connection with Section 5.07(cany Debt Financing (it being understood that any director of any of the Companies or any of their Subsidiaries that will remain a director after the Closing may, at the request of BPS Buyer in connection with any Debt Financing, execute resolutions or consents that will be effective only at or after the Closing (but subject to the occurrence of the Closing)), (dD) entering into customary triparty agreements nothing herein shall require such cooperation to the extent it would reasonably be expected to (1) conflict with each lender and or violate any applicable Purchaser relating Law or result in a breach of, or a default under, any material contract to the delivery which any of the Securities and/or Warrant Shares, as applicable, to Sellers or the relevant lender Companies or their respective Affiliates is a party that was not entered into for crediting to the relevant collateral accounts upon funding purpose of avoiding performance under this Section 4.30 or (2) violate any obligation of confidentiality (not created in contemplation hereof) binding on any of the loan and payment of Sellers or the Purchase Price in accordance with the terms of this AgreementCompanies or their respective Affiliates or disclose any information that is legally privileged, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares(3) breach, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the waive or amend any terms of this Agreement or (4) cause any condition to the Closing set forth in Sections 5.1 and 5.2 to not be satisfied, (E) none of the Companies, their Subsidiaries or their respective Representatives shall be required to seek any amendment, waiver, consent or other modification under any indebtedness, (F) none of Sellers, the Companies or their respective Affiliates shall be required to pay or incur any fee or incur or assume any liability or obligation in connection with the Debt Financing prior to the Closing (other than as are expressly reimbursable or payable by BPS Buyer) and (G) other than as required by Section 4.32, none of Sellers or the Companies shall be required to prepare or deliver any financial statements other than financial statements that are prepared in the ordinary course or any financial information, financial projections or pro forma financial information. (c) Sellers hereby consent, and shall cause the Companies to consent, to the use or display by Buyers during the period beginning on the Execution Date and ending at the Effective Time of the Companies’ or Seller Parent’s trademarks or logos that were used or displayed in connection with the Business as of the Execution Date, in connection with the Debt Financing; provided, that such trademarks and logos are used solely (i) in a manner that is not intended or reasonably likely to harm or disparage such trademarks or logos, or the Companies or any of their Subsidiaries or Seller Parent or its Affiliates or the reputation or goodwill of the Companies or any of their Subsidiaries or Seller Parent or its Affiliates and (ii) in connection with a description of the applicable LawCompany, its business and products or the Transactions. Buyers (A) shall not modify in any respect any such trademark or logo from the form in which it is generally used and displayed by Seller Parent and its Affiliates, and (B) at Seller’s request, shall provide appropriate documentation to confirm compliance with the requirements of this Section 4.30(c). Buyers and their Affiliates (including the Companies) agree that all goodwill arising from any such use or display of the Seller Marks in connection with the Debt Financing will inure solely to the extent applicablebenefit of Seller and its Affiliates. For the avoidance of doubt, whether information provided by Sellers and the registration rights Companies in connection with the Debt Financing, and all non-public or otherwise confidential information regarding the Sellers, the Companies and their Affiliates obtained by Buyers or any of their Representatives in connection with the Debt Financing, shall be kept confidential in accordance with the Confidentiality Agreement and may only be provided to sources or potential Debt Financing Sources and rating agencies that have agreed to be bound by customary confidentiality provisions (including “click-thru” confidentiality provisions). (d) Buyers shall indemnify, defend and hold harmless Sellers and the Companies, and their respective pre-Closing 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 this Section 4.30, the Registration Rights arrangement of the Debt Financing or any other financing by Buyers or any of their Affiliates and any information provided in connection therewith, except in the event such liabilities, obligations or losses arose out of or result from the bad faith, gross negligence, intentional fraud, intentional misrepresentation or willful misconduct by Sellers or the Companies. Buyers shall promptly, upon request, reimburse Sellers and the Companies for all costs incurred by Sellers and the Companies in connection with any cooperation provided under this Section 4.30 or otherwise in connection with the Debt Financing and such obligation shall survive the termination of this Agreement are being assigned and shall be in addition to any other fee or obligation owed by the Buyers in connection with any termination, breach or otherwise. (e) Notwithstanding anything to the lenders contrary in this Agreement, a breach by the Sellers of their obligations under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed this Section 4.30 shall not constitute a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements condition precedent set forth in Section 5.2(b) unless such breach results in the failure of a condition precedent in the Company in any Issuer Agreement are solely for Debt Commitment Letter causing the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall Debt Financing not be entitled being available to use the statements and agreements of the Company in an Issuer Agreement against the CompanyBPS Buyer.

Financing Cooperation. If requested by Purchaser, the Company will provide the following cooperation in connection with the Purchaser obtaining any Permitted Loan: (a) subject to applicable Law, using Globe shall use its reasonable best efforts to (i) deposit such pledged Securities and/or Warrant Shares in book entry form arrange the Debt Financing on the books of The Depository Trust Company when eligible to do so or terms and conditions described in the Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Commitment Letters (the “Financing Agreement”), which agreements shall be in effect as promptly as practicable after the date hereof, but in no event later than the Scheme Meeting, and (iii) consummate the Debt Financing no later than the Acceptance Time or the Effective Time, as applicable. In furtherance of the foregoing, Globe shall, and shall cause Acquiror and Sino-American Silicon Products Inc. (“SAS”) to, and Acquiror shall, satisfy all conditions precedent in the Commitment Letters and the Financing Agreement within Globe’s, Acquiror’s or SAS’s control, as applicable. Prior to the Effective Time, Globe shall not, and Acquiror shall not, enter into or accept any loans from any shareholder, including SAS, that are not by their terms subordinated in a manner that satisfies the condition relating thereto provided for in the Commitment Letters. None of the terms of the Commitment Letters (except as contemplated by this Section 5.16) shall be amended, modified or waived after the date hereof in a manner that could reasonably be expected to delay or prevent the consummation of the transactions contemplated hereunder. Notwithstanding the foregoing, Globe shall have the right from time to time to amend, supplement or otherwise modify, or waive any of its rights under, the Commitment Letters, or enter into other financing arrangements as an alternative to the Debt Financing; provided that Globe shall not enter into any such amendment, supplement, modification, waiver or alternative if such amendment, supplement, modification, waiver or alternative imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the Debt Financing, or otherwise expands, amends or modifies any other provision of the Commitment Letters, in a manner that would (i) adversely affect the ability of Globe to fund its obligations when due under this Agreement, (ii) adversely affect the ability of Globe to enforce its rights under the terms of the Commitment Letters or the Financing Agreement or (iii) reduce the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing or similar fees) (unless the Debt Financing is increased by a corresponding amount no later than the date of such amendment, modification or waiver). Subject to the immediately preceding sentence, Globe may amend the Commitment Letters or the Financing Agreement to add additional lenders, arrangers, bookrunners, and agents or in a manner that would not adversely affect the ability of Globe to fund its obligations when due under this Agreement. Globe and Acquiror shall each, and shall each cause their respective Subsidiaries to, refrain from taking, directly or indirectly, any action that would reasonably be expected to result in the failure of any of the conditions contained in the Commitment Letters or in the Financing Agreement. (b) In the event that any portion of the Debt Financing becomes unavailable in the manner or from the sources contemplated in the Commitment Letters, (A) Globe shall immediately notify the Company and (B) Globe shall use its reasonable best efforts to arrange to obtain any such financing from alternative sources, on terms that are no more adverse to the Company, as promptly as practicable following the occurrence of such event, including obtaining a new financing commitment letter or financing commitment letters with respect to such alternative Debt Financing (the “New Commitment Letter”; and in the event any such New Commitment Letters are obtained, any reference in this Agreement to the “Debt Financing” shall include the debt financing contemplated by the New Commitment Letter and any reference in this Agreement to the Commitment Letters shall be deemed to include the Commitment Letters (or portions thereof) which are not superseded by a New Commitment Letter at the time in question and the New Commitment Letter to the extent then in effect) and entering into definitive agreements with respect thereto (the “New Financing Agreements”). Globe shall use its reasonable best efforts, and shall cause its Subsidiaries, to comply with the terms, and satisfy on a timely basis the conditions, of the Commitment Letters, any alternative financing commitments, the Financing Agreement or the New Financing Agreement, as applicable, and any related fee and engagement letters. Globe shall (x) furnish to the Company complete, correct and executed copies of the Financing Agreement or the New Financing Agreements, if applicable, promptly upon their execution, (y) give the Company prompt notice of any breach by any party of any of the Commitment Letters, any alternative financing commitment or the Financing Agreement or the New Financing Agreements, as applicable, of which Globe becomes aware or any termination thereof and (z) otherwise keep the Company reasonably informed of the status of Globe’s efforts to arrange the Debt Financing (or any replacement thereof) and, without limiting the generality of sub-clause the foregoing, provide the Company prompt notice: (A) if Globe or Acquiror becomes aware that any of the Commitment Letters cease to be in full force and effect and the legal, valid, binding and enforceable obligations of Globe, Acquiror or of the other parties thereto; (B) if any portion of the Debt Financing becomes unavailable in the manner or from the sources contemplated in the Commitment Letters; (C) upon the occurrence of any event or development that Globe or Acquiror expects to, or that would reasonably be expected to, have a material and adverse impact on the ability of Globe or Acquiror to obtain all or any portion of the Debt Financing in the manner or from the sources contemplated in the Commitment Letters or (D) upon receipt of any written notice or other written communication of the refusal or threatened refusal by any party to any Commitment Letter to provide its portion of the Debt Financing contemplated by such Commitment Letter, or any material dispute between or among any parties to, or breach or default by any party to any Commitment Letter or definitive document related to the Debt Financing. (c) From and after the date of this Agreement, the Company, each of its Subsidiaries and each of their respective Representatives will provide such cooperation as is reasonably requested by Globe in connection with the Debt Financing, including (a) causing appropriate officers and employees of the Company and each of its Subsidiaries (i) to be available on a customary basis to meet with prospective lenders, rating agencies and investors in presentations, meetings, road shows and due diligence sessions, (ii) to assist with the preparation of disclosure documents, offering documents, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations and similar documents in connection therewith (including permitting the use of the Company’s and its Subsidiaries’ logo therein provided that such logos are used solely in a manner that is not intended or reasonably likely to harm the Company or its Subsidiaries’ or the reputation or goodwill thereof), if (iii) to furnish Globe and its financing sources with financial statements and financial and other pertinent information regarding the Company and each Subsidiary, to the extent available and as may be reasonably requested by Globe to consummate the bank financing (including the Debt Financing), (iv) to assist Globe and Acquiror in obtaining customary certificates, pay-off letters, and legal opinions (provided that none of the Company’s outside or internal legal counsel shall be required to deliver any such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company legal opinion) or other depository with customary restrictive legendsdocuments, (b) if so requested by such lender effective as of Effective Time or counterpartythe Acceptance Time, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary may be reasonably requested by Globe and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender Acquiror in connection with such transactions the financing, (v) to assist Globe in obtaining any waivers, consents and approvals, effective as of Effective Time or the Acceptance Time, as applicable, from other parties to Contracts and Liens to which the Company or any of its Subsidiaries is a party or by which any of them or their assets or properties are bound or subject, and (vi) to take all other actions reasonably necessary to permit the consummation of the financing (including the Debt Financing) and to satisfy any conditions precedent thereto and (b) assisting Globe and Acquiror in obtaining the cooperation of the independent certified public accountants of the Company and its Subsidiaries to provide assistance to Globe and Acquiror, including (i) providing the consents required under applicable securities laws to the use of their audit reports relating to the Company and its Subsidiaries in a public offering document, (ii) participating in customary form for similar financings due diligence sessions that may be conducted by the underwriters of any securities offering and (iii) providing any necessary “comfort letters” and to prepare and deliver other customary documents and instruments. Notwithstanding anything to the contrary in this Section 5.16(c), the Company and its Subsidiaries shall not inconsistent be required to provide cooperation that unreasonably interferes with the ongoing operations of the Company or its Subsidiaries. All non-public or otherwise confidential information regarding the Company, its Subsidiaries and their businesses obtained by Globe and Acquiror and their financing sources pursuant to this Section 5.16(c) shall be kept confidential in accordance with the Confidentiality Agreement or and the provisions of this Agreement, except that Globe and Acquiror shall be permitted to disclose such information to potential sources of capital, arrangers, rating agencies, prospective lenders and investors and their respective employees and Representatives in connection with the Debt Financing so long as such persons agree to be bound by the Confidentiality Agreement; provided that, without limiting the Company’s obligations under pursuant to Section 5.7 and Section 5.8, prior to the Certificate Effective Time, in no event shall any such information be included or incorporated by reference in any registration statement, prospectus or other document filed by Globe or Acquiror with the SEC. (d) Notwithstanding the foregoing, nothing in this Agreement shall require the Company or any of Designations and its Subsidiaries (i) to take any action that would reasonably be expected to conflict with or violate the Company Charter Documents (or equivalent organizational documents of a Subsidiary of the Company) or any applicable Law (including the Singapore Code, where applicable) or result in the breach of any Contract to which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c))such Subsidiary is a party, (dii) entering into customary triparty agreements with each lender and any applicable Purchaser relating prior to the delivery of Effective Time or the Securities and/or Warrant SharesAcceptance Time, as applicable, to the relevant lender for crediting pay any commitment, similar fee, or other amount, or to reimburse any third party expenses, enter into any agreements, or provide any representations, warranties or indemnities in connection with any such Debt Financing (except to the relevant collateral accounts upon extent Globe or Acquiror promptly reimburses (in the case of out-of–pocket costs) or provides, in advance, the funding of (in all other cases) to the loan and payment of Company or any such Subsidiary therefor, (iii) prior to the Purchase Price in accordance with Effective Time or the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant SharesAcceptance Time, as applicable, upon payment to have, incur or assume any liability or obligation in connection with the Debt Financing, (iv) to prepare separate financial statements for any Subsidiary of the Purchase Price therefor Company or change any fiscal period, or to prepare any financial reports, statements or analyses that are not prepared by, or reasonably available to, the Company and its Subsidiaries in accordance the ordinary course of business, (v) to provide any projections or financial forecasts prepared by the Company or any of its Subsidiaries with respect to the business and properties of the Company and its Subsidiaries, (vi) to provide access or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any Subsidiary, or that the Company and its Subsidiaries are not otherwise required to provide or disclose pursuant to Section 5.5(b), or (vii) take any corporate action (such as board resolutions or other similar consents of any governing body) in order to approve the Debt Financing, any definitive agreement with respect thereto or any other matter or agreement in connection with the terms Debt Financing, other than any such corporate action that becomes effective only upon the Effective Time or the Acceptance Time, as applicable. None of the Company, its Subsidiaries or their respective Representatives shall be required to execute, deliver or enter into, or perform any agreement, document or instrument, including any definitive financing agreement to be entered into in connection with the Debt Financing that is (i) not contingent upon the Closing or that would be effective prior to the Effective Time or the Acceptance Time, as applicable and (ii) not in compliance with, or not permitted by, applicable Singapore laws, including without limitation applicable Singapore laws relating to the provision of financial assistance by a company in connection with or related to the acquisition of its shares. For the avoidance of doubt, nothing in this Agreement and Section 5.16 shall oblige the directors of the Company to undertake any action or pass any resolution to approve the provision of any financial assistance by the Company in connection with the Debt Financing in contravention of their respective duties under applicable Singapore laws. (e) such other cooperation Each of Globe and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence Acquiror (x) acknowledges and agrees that, prior to the contrary notwithstandingEffective Time, the Company’s obligation , its Subsidiaries and their respective Representatives will not have any responsibility for, or incur any liability to deliver an Issuer Agreement is conditioned on (x) any Person under, the Purchaser delivering to Debt Financing that Globe may raise in connection with the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (providedtransactions contemplated by this Agreement, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) shall, promptly upon written request by the Purchaser certifying Company, reimburse the Company for all documented out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or its Subsidiaries in performing their obligations under this Section 5.16, and shall indemnify and hold harmless the Company and its Subsidiaries and their respective directors, officers and Representatives for any and all liabilities, losses, damages, claims, costs, expenses (including attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation), interest, awards, judgments and penalties suffered or incurred in connection with the arrangement of the Debt Financing, or any assistance or activities, or information provided, in connection therewith, including the performance of any obligations under this Section 5.16, and that each such Person is intended to be a third-party beneficiary of this Section 5.16(e). (f) Notwithstanding this Section 5.16 or anything in this Agreement to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreementcontrary, the Purchaser has pledged parties agree and acknowledge that the Securities and/or Warrant Shares, as applicable, as collateral completion of the Debt Financing or any other financing is not a condition to the lenders under such Permitted Loan consummation of the Acquisition. Each of Globe and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser Acquiror acknowledges and agrees that the Company will be relying on such certifications when entering into conditions set forth in Article VI, as any of the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that same apply to the statements and agreements obligations of the Company in pursuant to this Section 5.16, shall automatically be deemed satisfied and any Issuer Agreement are solely for the benefit action or omission of the applicable lenders party thereto and that Company, any of its Subsidiaries or any of their Representatives pursuant to this Section 5.16 shall, subject to Section 8.9(c), in no way affect, or present a defense of any dispute between kind to, the Company and any Purchaser Party under Company’s rights to consummate this Agreement pursuant to Article VIII, to collect the applicable Purchaser Party shall not be entitled Globe Termination Fee, or to use the statements and agreements of the Company in an Issuer Agreement against the Companyotherwise enforce its rights pursuant to this Agreement.

Financing Cooperation. If (a) Prior to the Effective Time, NIC shall, and shall cause the NIC Subsidiaries to, use its and their reasonable best efforts to, and shall direct its and their respective Representatives to, provide customary cooperation and customary financial information, in each case that is reasonably requested by PurchaserTyler in connection with any financing contemplated by the Commitment Letter (including for the avoidance of doubt, the Company will provide Initial Financing) (the following cooperation “Financing”) obtained or to be obtained by Tyler for the purpose of financing the Transactions or any transaction undertaken in connection therewith (it being understood and agreed that the receipt of any such financing is not a condition to the Merger or any of its other obligations under this Agreement), including by (i) furnishing, or causing to be furnished, to Tyler (x) audited consolidated balance sheets and related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for NIC for each of the three most recently completed fiscal years of NIC ended at least 90 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 (y) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for NIC (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 45 days before the Closing Date (provided neither NIC nor its advisors shall have any responsibility for preparing any pro forma financial statements or projections), and (ii) directing NIC’s and the NIC Subsidiaries’ independent accountants, as requested by Tyler, to consent to the use of their audit reports on the financial statements of NIC and the NIC Subsidiaries in any materials relating to the Financing or in connection with any filings made with the SEC or pursuant to the Securities Act or Exchange Act in connection with the Purchaser obtaining Financing and to provide any Permitted Loan: customary “comfort letters” (aincluding drafts thereof which such accountants are prepared to issue at the time of pricing and at closing of any offering or placement of the Financing) subject necessary and reasonably requested by Tyler in connection with any debt capital markets transaction comprising a part of the Financing and to applicable Lawparticipate in customary due diligence sessions; provided, using reasonable efforts however, that (A) no such cooperation shall be required to the extent it would (i) deposit such pledged Securities and/or Warrant Shares in book entry form on unreasonably disrupt the books conduct of The Depository Trust Company when eligible to do so or NIC’s business, (ii) without limiting require NIC or the generality of sub-clause (i)NIC Subsidiaries to incur any fees, if such Securities and/or Warrant Shares are eligible for resale under Rule 144Aexpenses, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legendsliability prior to the Effective Time for which it is not promptly reimbursed or simultaneously indemnified, (biii) if so requested by such lender be reasonably expected to cause any director, officer, or counterparty, as applicable, using commercially reasonable efforts employee of NIC or any NIC Subsidiary to re-register the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Sharesincur any personal liability, (civ) negotiating in good faith require NIC to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement waive or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and amend any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II (v) require NIC or any NIC Subsidiary to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request take any action that will not unreasonably disrupt conflict with or violate its organizational documents or any applicable Laws or would result in a violation or breach of, or default under, any material Contract to which NIC or any NIC Subsidiary is a party or otherwise bound, or (vi) require NIC to provide any information the operation disclosure of the Company’s business. Anything which, in the preceding sentence to the contrary notwithstandingreasonable good-faith judgment of NIC, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company prohibited or restricted by any confidentiality agreement with a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates Third Party or by applicable Law or is legally privileged (provided, however, that NIC shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such loan confidentiality agreement may or applicable Law or to allow for such access or disclosure to the maximum extent that would not jeopardize such legal privilege); and (B) NIC and the NIC Subsidiaries shall not be so delivered on a redacted basis required to remove sensitive and/or identifying informationexecute any credit or security documentation or any other definitive agreement (other than customary authorization letters) or provide any consent, instrument, certification or opinion or provide any indemnity, in each case of this clause (B), prior to the Effective Time; provided, further, that in no event shall NIC’s breach of any obligations in this Section 6.15(a) be considered in determining the satisfaction of the condition set forth in Section 7.2(b) unless (1) NIC shall be in willful breach of such obligation in this Section 6.15(a) and (y2) such willful breach is the primary cause of Tyler being unable to obtain the proceeds of the Financing at the Effective Time. (b) Tyler shall indemnify and hold harmless NIC, the NIC Subsidiaries, and their respective Representatives from and against any and all liabilities or losses suffered or incurred by them in connection with the Financing and any information utilized in connection therewith, except in the event such liabilities or losses arose out of or result from (i) the Purchaser certifying to willful misconduct, gross negligence, or bad faith of NIC and the Company NIC Subsidiaries, or any of their respective Representatives, or (ii) any intentional material misstatement or omission in information provided in writing that hereunder by or on behalf of NIC, the NIC Subsidiaries, or any of their respective Representatives for use in connection with the Financing (Aclauses (i) and (ii) collectively, the loan agreement with respect to which the Issuer “Indemnity Exceptions”). If this Agreement is being delivered constitutes a Permitted Loan being entered into terminated pursuant to Section 8.1 for any reason, Tyler shall, promptly upon request by NIC, reimburse NIC and the NIC Subsidiaries for all reasonable and documented out-of-pocket costs actually incurred by NIC and the NIC Subsidiaries (including those of its Representatives) in accordance connection with taking action required or requested by Tyler pursuant to this AgreementSection 6.15, other than those arising out of or resulting from the Indemnity Exceptions. For the avoidance of doubt, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements provisions contained in this Section 6.15 represent the sole obligation of NIC, the NIC Subsidiaries and agreements their respective Affiliates and Representatives with respect to cooperation in connection with the arrangement of the Company Financing and no other provision of this Agreement (including the Exhibits and the NIC Disclosure Letter) shall be deemed to expand or modify such obligations. (c) To the extent that any of the “Bridge Loans”, “Takeout Securities”, or “Takeout Loans” (each as defined in the Commitment Letter) are not available to Tyler and/or Merger Sub at or prior to the Closing, each of Tyler and Merger Sub shall use reasonable best efforts to do, or cause to be done, all things necessary to arrange and obtain proceeds of the Initial Financing in an amount that when aggregated with cash and cash equivalents on hand that is available to Tyler will be sufficient to consummate the Transactions set forth in this Agreement as promptly as reasonably practicable on the terms and conditions described in the Commitment Letter (including the “flex” provisions contained in any Issuer Agreement are solely for fee letters) or on other terms and conditions agreed by Tyler and the benefit Financing Sources, and consented to by NIC including by using reasonable best efforts to: (i) maintain in effect the Commitment Letter, subject to the modifications permitted hereunder; (ii) negotiate as promptly as possible, and enter into, definitive agreements relating to the Initial Financing at or prior to the Closing (including, as necessary, the “flex” provisions contained in any fee letters); (iii) satisfy (or obtain a waiver thereof) and to cause their Representatives to satisfy, on a timely basis all conditions applicable to Tyler, Merger Sub or their respective Representatives in the Commitment Letter to the extent the failure to satisfy such conditions would adversely impact the timing of the applicable lenders party thereto Closing or the availability at Closing of sufficient aggregate proceeds of the Initial Financing to consummate the Transactions, in each case only to the extent within their respective control; (4) assuming that all conditions contained in the Commitment Letter have been satisfied or waived, cause the Initial Financing to be consummated at or prior to the Closing; and (5) enforce its rights under the Commitment Letter. Tyler shall respond promptly to any requests from NIC for information on the status of Tyler’s efforts to arrange the Financing. (d) Tyler and Merger Sub shall not agree to, or permit, without the prior written consent of NIC, any assignment, amendment, supplement or modification to be made to, replacement, restatement or substitution of, or any waiver by Tyler or Merger Sub of any material provision or remedy under, the Commitment Letter (including with respect to any alternative financing intended to replace or be substituted for, in whole or in part, any portion of the Financing) if such assignment, amendment, supplement, modification, replacement, restatement, substitution or waiver (1) reduces the aggregate amount of the net cash proceeds of the Financing to be funded on the Closing Date, to an amount that, when aggregated with cash and cash equivalents on hand that is available to Tyler, would be insufficient to consummate the Transactions set forth in this Agreement, (2) imposes new or additional conditions precedent or otherwise materially expands, amends or modifies any of the conditions precedent to the receipt of the Financing, in each case in a manner that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Financing, or (3) adversely and materially impacts the ability of Tyler to enforce its rights against other parties to the Commitment Letter with respect to the Financing; provided, that Tyler may amend, modify, assign, supplement, substitute, replace or restate the Commitment Letter to add (A) lenders, lead arrangers, bookrunners, syndication agents and similar entities, and grant customary approval rights to such additional lenders, lead arrangers, agents, managers and bookrunners, or (B) increase the aggregate amount of the Financing, subject to the foregoing clauses (1) through (3). (e) In the event that any portion of the Initial Financing becomes unavailable in the manner or from the sources contemplated in the Commitment Letter for any reason whatsoever, and such portion is necessary to permit Tyler and Merger Sub to consummate the Transactions (except in accordance with the express terms set forth in the Commitment Letter or unless concurrently replaced on a dollar-for-dollar basis by commitments subject to substantially the same conditions precedent as those set forth in the Commitment Letter from the Financing Sources, or from other financing sources or from proceeds of other sources of financing or cash), then (i) Tyler shall promptly so notify NIC and (ii) Tyler and Merger Sub shall use reasonable best efforts to arrange and obtain, and negotiate and enter into commitment letters and/or definitive agreements with respect to, alternative financing arrangements in an amount sufficient when added to the portion of the Financing (if any) and cash on hand that is available and will be funded at or prior to the Closing, to consummate the Transactions and to pay all related fees and expenses upon terms and conditions not less favorable to NIC (solely with respect to conditionality) and that are, when taken as a whole, not materially less favorable to Tyler than those in the Commitment Letter (including the “flex” provisions contained in any dispute between fee letter), as promptly as practicable following the Company occurrence of such event (and in any Purchaser Party under event no later than the Closing Date). (f) As contemplated in the Commitment Letter, Tyler shall promptly seek the Proposed Amendment (as defined in the Commitment Letter) (the “Proposed Amendment”). Tyler shall promptly inform NIC in writing of the effectiveness of the Proposed Amendment and promptly provide an executed copy thereof to NIC. From and after the date of this Agreement until the applicable Purchaser Party effective date of the Proposed Amendment, Tyler shall not be entitled incur, or permit to use remain outstanding, any Loans or Letters of Credit (each as defined in the statements Existing Credit Agreement) under the Existing Credit Agreement. If the Proposed Amendment shall not have become effective in accordance with its terms within 30 days after the date of this Agreement, NIC shall have the right, but not the obligation, to require, by written notice, Tyler to terminate the Existing Credit Agreement, and agreements Tyler shall promptly terminate the Existing Credit Agreement in accordance with its terms upon receipt of the Company in an Issuer Agreement against the Companysuch notice.

Financing Cooperation. If requested by Purchaser, the Company will provide the following cooperation in connection with the Purchaser obtaining any Permitted Loan: (a) subject Each of Parent and Merger Sub shall use its reasonable best efforts to applicable Lawtake, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the Financing as soon as reasonably practicable on the terms and conditions described in the Commitment Letters, including using reasonable best efforts to (i) deposit such pledged Securities and/or Warrant Shares maintain in book entry form on full force and effect the books of The Depository Trust Company when eligible to do so or Commitment Letters, (ii) without limiting the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form negotiate and enter into definitive agreements with respect thereto on the books terms and conditions contained in the Commitment Letters, (iii) comply with and satisfy all terms, covenants and conditions to funding set forth in the Commitment Letters and any definitive documents related to the Financing such that the Financing will be able to be consummated at or prior to the Effective Time, (iv) enforce its rights under the Commitment Letters and (v) consummate the Financing at or prior to the Effective Time. Neither Parent nor Merger Sub shall terminate any Commitment Letter or reduce the amount of The Depository Trust the Financing available thereunder. Parent will furnish true, correct and complete copies of all such material definitive agreements relating the Financing to the Company or other depository with customary restrictive legends, promptly upon their execution if prior to the Effective Date. (b) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts Parent shall keep the Company informed with respect to re-register all material activity concerning the pledged Securities and/or Warrant Shares in the name status of the relevant lenderFinancing and shall give the Company prompt notice of any material adverse change with respect to such Financing. Without limiting the foregoing, counterpartyParent agrees to notify the Company promptly, custodian and in any event within two (2) Business Days, if at any time (i) any of the Commitment Letters shall expire or similar be terminated for any reason, (ii) any financing source that is a party to a Permitted Loanany Commitment Letter notifies Parent that such source no longer intends to provide financing to Parent on the terms set forth therein, solely as securities intermediary and only (iii) any actual or threatened breach, default, termination or repudiation by any party to the extent Commitment Letters or definitive agreements relating to the Purchaser Commitment Letter or its Affiliates continues any material dispute or disagreement between or among the parties to beneficially own such pledged Securities and/or Warrant Sharesthe Commitment Letters or definitive agreements relating to the Commitment Letters with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing, or (civ) negotiating for any reason Parent or Sub no longer believes in good faith that it will be able to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement obtain all or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations any portion of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder Financing contemplated by the Commitment Letters on the terms or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of within the pledge arrangementstiming described therein. Parent shall not, and shall cause Merger Sub not to, amend, supplement, waive or otherwise modify or replace, or agree to amend, supplement, waive or otherwise modify or replace, the Commitment Letters in include restrictions on Transfers any manner prohibited by Section 6.11(c). Upon any such amendment, supplement, waiver or modification or replacement of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price Commitment Letters in accordance with the terms of Section 6.11(c) and this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstandingSection 6.11(b), the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement term “Commitment Letters,” “Debt Commitment Letters” or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.“Equity

Financing Cooperation. If requested by Purchaser(a) During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will provide shall, and shall cause its Subsidiaries and the following cooperation Company’s and its Subsidiaries’ Representatives to, at Parent’s sole expense, reasonably cooperate in connection with the Purchaser obtaining any Permitted Loan: arrangement of the Financingany financing that Parent and Acquisition Sub may raise in connection with the transactions contemplated by this Agreement as may be reasonably requested by Parent (a) subject to applicable Lawprovided 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, using at the reasonable efforts to request of Parent: (i) deposit agreeing to enter into such pledged Securities and/or Warrant Shares agreements, and to use its reasonable best efforts to deliver such officer’s certificates, as are customary in book entry form on financings of such type and as are, in the books good faith determination of The Depository Trust Company when eligible the persons executing such officer’s certificates, accurate, and agreeing to do so or pledge, grant security interests in, and otherwise grant liens on, the Company’s and its material Subsidiaries’ assets pursuant to such agreements as may be reasonably requested; (ii) without limiting providing to the generality Lenderany lender that is providing any financing that Parent and Acquisition Sub may raise in connection with the transactions contemplated by this Agreement financial and other information relevant to the Financingsuch financing in the Company’s or its Subsidiaries’ possession or that is reasonably available or that the Company or its Subsidiaries prior to the date hereof in the ordinary course of sub-clause business would have produced (iand in accordance with the timeframe in which such information would have been produced) (including audited and unaudited financial statements as of and for periods both before and after the date hereof, provided that such financial statements shall be provided in a manner as is consistent with the Company’s existing practices), if assisting in the preparation of any pro forma financial information or projections, making the Company’s and its Subsidiaries’ senior officers available at reasonable times and for a reasonable number of meetings to assist the Lenderany lender that is providing any financing that Parent and Acquisition Sub may raise in connection with the transactions contemplated by this Agreement (including by way of participation in meetings, presentations, marketing sessions and due diligence sessions), and otherwise reasonably cooperating in connection with the consummation of the Financingany such Securities and/or Warrant Shares are eligible financing; (iii) using reasonable best efforts to obtain from the Company’s and its Subsidiaries’ accounting firm accountants’ comfort letters and consents customary for resale debt financings, and assisting Parent and its counsel with information required for customary legal opinions required to be delivered in connection therewith and cooperating in obtaining any necessary valuations; (iv) furnishing all documentation and other information about the Company and its Subsidiaries that the potential financing sources have reasonably determined is required by regulatory authorities under Rule 144Aapplicable “know your customer” and anti-money laundering rules and regulations; (v) taking all corporate, depositing such pledged Securities in book entry form on the books of The Depository Trust Company limited liability company, partnership or other depository similar actions by the Company and its Subsidiaries that are reasonably necessary to permit the consummation of the necessary financing; and (vi) using reasonable best efforts to cooperate with customary restrictive legends, Parent to satisfy any conditions precedent to any the Financingfinancing to the extent within the control of the Company and its Subsidiaries. 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 6.16(a). (b) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts Notwithstanding anything in this Agreement to re-register the pledged Securities and/or Warrant Shares contrary: (i) nothing in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only this Agreement shall require any cooperation to the extent that it would require the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate board of Designations and applicable Law (which agreement may include, primarily, agreements and obligations directors of the Company relating or any of its Subsidiaries to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder take any action or delay exercises the Company or any of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Sharesits Subsidiaries or Representatives, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the waive or amend any terms of this Agreement, including a right agree to pay any commitment or other fees or reimburse any expenses prior to the Effective Time (for such lender as a third party beneficiary which the Company is not promptly reimbursed by Parent) or to approve the execution or delivery of any document or certificate in connection with the Financing (or any alternative financing)financing that Parent and Acquisition Sub may raise in connection with the transactions contemplated by this Agreement; (ii) no officer of the Company’s obligation under Article II Company or any of its Subsidiaries who is not reasonably expected to issue the Securities and/or Warrant Shares, as applicable, upon payment be an officer of the Purchase Price therefor Surviving Corporation shall be obligated to deliver any certificate in accordance connection with the terms of Financingany financing that Parent and Acquisition Sub may raise in connection with the transactions contemplated by this Agreement and no counsel for the Company or any of its Subsidiaries shall be obligated to deliver any opinion in connection with the Financingany such financing; and (eiii) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation irrespective of the Company’s business. Anything in above, no obligation of the preceding sentence Company or any of its Subsidiaries under any certificate, document or instrument (other than the authorization letters referred to above) shall be effective until the contrary notwithstandingEffective Time and none of the Company or any of its Subsidiaries shall be required to take any action under any certificate, document or instrument that is not contingent upon the Company’s obligation to deliver an Issuer Agreement Closing (including entry into any agreement that is conditioned on (x) effective before the Purchaser delivering Effective Time or distribution of any cash by or to the Company a copy of that is effective before the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, Effective Time) or that such loan agreement may would be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying effective prior to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the CompanyEffective Time.

Financing Cooperation. If requested by the Purchaser, the Company will provide the following cooperation in connection with the Purchaser obtaining any Permitted Loan: (ai) subject to applicable Law, using reasonable efforts to (i) facilitate deposit such pledged Securities and/or Warrant Shares of the Notes in book entry book-entry-only form on the books of at The Depository Trust Company when eligible to do so or as contemplated by the Indenture and (ii) without limiting the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (b) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter entering into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary the form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, attached hereto as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Exhibit D. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (xi) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (yii) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities Notes and/or Warrant Shares, as applicable, the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable LawAgreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement Article V are being assigned to the lenders under that Permitted Loan, (C) that an event Event of default Default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities Notes and/or Warrant Shares the underlying shares of Company Common Stock and a Coverage Event constitutes circumstances under which the Purchaser may sell the Notes and/or the underlying shares of Company Common Stock in order to satisfy a margin call or repay a Permitted Loan, in each case to the extent necessary to satisfy a bona fide margin call on such Permitted Loan and that such provisions do not violate the terms of the Investment Agreement and (D) such the Purchaser acknowledges and agrees that the Company will be relying on such certifications certificate when entering into the Issuer Agreement and any inaccuracy thereof in such certificate will be deemed a breach of this Agreement. The Purchaser Parties acknowledge acknowledges and agree agrees that the statements and agreements of the Company in any an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any the Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. (i) Prior to the Closing, each of Buyer and Merger Sub shall use its commercially reasonable efforts to arrange and obtain the Financing on the terms and conditions described in the Commitment Letter (including any “flex” provisions contained in the Fee Letter), including using its commercially reasonable efforts to (a) promptly enter into definitive agreements (“Debt Financing Documents”) with respect thereto on the terms and conditions contained in the Commitment Letter and the Fee Letter (including any “flex” provisions contained in the Fee Letter), (b) satisfy, or cause its Representatives to satisfy, on a timely basis all conditions applicable to, and within the control of, Buyer, Merger Sub or their Representatives in the Commitment Letter, (c) consummate the Financing at or prior to Closing, (d) maintain in effect the Commitment Letter until the Outside Date, and (e) enforce its rights under the Commitment Letter and cause the Lenders under the Commitment Letter to comply with their obligations thereunder. (ii) Without the prior written approval of the Stockholders’ Representative, neither Buyer nor Merger Sub shall amend, modify or waive, or agree to amend, modify or waive, the Commitment Letter or the Fee Letter in any manner that would impose any new or additional material conditions to, or reasonably be expected to materially impair, materially delay or prevent, the funding of the Financing at the Closing, or otherwise prevent or materially delay or materially impair the funding of the Financing; it being understood and agreed, for the avoidance of doubt, that Buyer and Merger Sub shall have the right, from time to time, to amend, replace, supplement, or otherwise modify or waive any provision of the Commitment Letter or the Fee Letter, and/or substitute other debt financing for all or a portion of the Financing from the same and/or alternative financing sources, as long as such amendments, replacements, supplements or modifications or waivers, or such substitute financing, shall not expand, add or increase the conditions precedent contained therein, decrease the amount of financing contemplated therein or delay the funding of the Financing. (iii) If requested any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter so as not to enable Buyer and Merger Sub to proceed with the transactions contemplated hereby in a timely manner, each of Buyer and Merger Sub shall use its commercially reasonable efforts to arrange and obtain alternative financing from alternative sources on terms not materially less favorable to Buyer and Merger Sub, taken as a whole, than the terms in the Commitment Letter, in an amount sufficient to consummate the transactions contemplated by Purchaserthis Agreement as promptly as practicable following the occurrence of such event. Notwithstanding the foregoing, each of Buyer and Merger Sub acknowledges and agrees that the obtaining of the Financing, or any alternative financing, is not a condition to Closing and, subject to the satisfaction or waiver of the conditions in Article VIII, reaffirms its obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the Financing or any alternative financing. Buyer shall furnish the Stockholders’ Representative with complete, correct and executed copies of any alternative financing commitment letters promptly upon their execution. Prior to the Closing, Buyer shall give the Stockholders’ Representative prompt written notice of any material breach, to Buyer’s Knowledge, by any party to the Commitment Letter or any termination of the Commitment Letter. Buyer shall keep the Stockholders’ Representative reasonably informed following the request of the Stockholders’ Representative of the status of Buyer’s and Merger Sub’s efforts to arrange or obtain the Financing. (iv) From the date hereof until the Closing Date, the Company will shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to cause the respective officers, employees and advisors, including legal and accounting, of the Company and its Subsidiaries to provide (provided that any such cooperation or action shall be reasonably requested and shall not unreasonably interfere with the following operations of the Company, its Subsidiaries or their respective Representatives) to Buyer and/or Merger Sub, at Buyer’s sole expense, such reasonable cooperation in connection with the Purchaser obtaining any Permitted Loan: (a) subject to applicable Law, using reasonable efforts to (i) deposit such pledged Securities and/or Warrant Shares in book entry form on and arrangement of the books of The Depository Trust Company when eligible to do so or (ii) without limiting the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (b) if so Financing as may be reasonably requested by such lender or counterpartyBuyer, as applicableincluding, but not limited to, using commercially reasonable efforts to re-register to: (A) (1) assist in preparation for and participate in marketing efforts, including lender meetings (but not more than one (1) primary bank meeting and only a reasonable number of “one on one” meetings), due diligence meetings, road shows, presentations and sessions with rating agencies, the pledged Securities and/or Warrant Shares Lenders, and any prospective lenders in the name Financing (including reasonable direct contact between senior management and Representatives (including non-legal advisors) of the relevant lenderCompany), counterparty(2) ensure that any syndication efforts benefit from the Company’s existing lending and investment banking relationships, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Sharesreasonably practical and appropriate, (c3) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) assist with each lender the drafting and preparation of appropriate and customary confidential information memoranda, business projections and other customary marketing documents required in connection with the syndication of the Financing, including without limitation, to the extent commercially reasonable to do so, versions of such transactions documents containing only information that is either publicly available or not material with respect to the Company or any of its Subsidiaries for the purposes of United States federal and state securities Laws (all such documents and materials, collectively the “Syndication Documents”) and (4) cause the chief financial officer or person performing similar functions of the Company to execute and deliver customary authorization and customary representation and warranty letters with respect to the Syndication Documents, provided, that the Company will provide to Buyer and the Lenders such information regarding the Company and its Subsidiaries as may be necessary so that the Syndication Documents are, solely with respect to such information regarding the Company and its Subsidiaries, complete and correct in customary form all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading; (B) facilitate the providing of guarantees and granting of security interests (and perfection thereof) in and pledges of collateral (including delivery of stock certificates of the Company and its subsidiaries) and assist in the preparation, and executing and delivery at the Closing, of any Debt Financing Documents and any closing documents and deliverables (including furnishing all information to be included in any schedules thereto or in any perfection certificates and arranging for delivery of insurance certificates) for the Financing as may be reasonably requested by Buyer, provided, that no such Debt Financing Documents or closing documents and deliverables referred to in this clause (B) shall be effective until the Closing; (C) arrange for delivery of the Payoff Letters and for the termination of all Liens on the assets and stock of the Company and its Subsidiaries (other than Permitted Liens); (D) solely related to the Company and its Affiliates, furnish all documentation and other information to the Lenders reasonably requested or required by governmental or regulatory authorities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Financing; and (E) furnish Buyer or Merger Sub reasonably promptly with (1) the Required Financial Information and (2) such other financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer and that is customarily needed for financings of the type contemplated by the Commitment Letter; provided, however, that the Company shall not be required to provide, or cause its Subsidiaries to provide, cooperation under this Section 5.2(i) that: (I) unreasonably interferes with the ongoing business of the Company or any of its Subsidiaries; or (II) requires the Company, its Subsidiaries or their respective directors, officers, managers or employees to execute, deliver or enter into, or perform any agreement, document or instrument, including any Debt Financing Document, with respect to the Financing that is not contingent upon the Closing or that would be effective prior to the Closing (other than the above referenced Syndication Documents and authorization and representation letters) and the directors and managers of the Company and its Subsidiaries shall not inconsistent be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained, in each case which are effective prior to the Closing. In no event shall the Company or any Subsidiary of the Company be required to pay any commitment or similar fee in connection with this Agreement assisting Buyer and/or Merger Sub in arranging the Financing. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Financing contemplated by the Commitment Letter; provided, that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company or its Subsidiaries or the Company’s obligations under reputation or goodwill of the Certificate Company or any of Designations its respective products, services, offerings or intellectual property rights. (v) The Company and applicable Law (which agreement may include, primarily, agreements the Seller Representative agree and acknowledge that the assumption and performance of the obligations of the Company relating under this Section 5.2(i) are a material inducement to procedures the Buyer’s determination to enter into this Agreement. (vi) Buyer shall indemnify, defend and specified time periods for effecting transfers and/or conversions upon foreclosurehold harmless the Company from and against any and all Damages related to or arising out of any claims made by the Lenders against the Company with respect to the Financing, agreements other than any Damages to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status the extent arising out of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary gross negligence or willful misconduct of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to Buyer shall reimburse the Company a copy for any reasonable out of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) pocket costs and (y) the Purchaser certifying to expenses incurred by the Company in writing that (A) the loan agreement complying with respect its obligations pursuant to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral Section 5.2(i). Buyer will use commercially reasonable efforts to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that provide the Company will be relying on such certifications when entering into with a list setting forth in reasonable detail the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that Required Financial Information as promptly as commercially reasonable after the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Companydate hereof.

Financing Cooperation. If requested by Purchaser(a) Buyer and its Subsidiaries shall undertake one or more separate debt financings for the purpose of funding, together with the proceeds of the Equity Financings and cash on hand, the Company will provide Required Payments, which Debt Financings shall be (i) in the form of private notes or bonds, syndicated loans or bank or other private Indebtedness (and commitments in respect thereof) and (ii) subject only to those conditions set forth in the Equity Financing Letters and other conditions customary for comparable debt financings (such debt financings, collectively, the “Debt Financing” and, together with the Equity Financings, the “Financing”). Without limiting Buyer’s obligations to obtain the Debt Financing, in the event that Buyer has not, within two (2) months after the delivery to Buyer of the Required Information, secured Debt Financing or commitments in respect of Debt Financing, or both, for at least $1,200,000,000 (one billion two hundred million dollars) of aggregate net proceeds to Buyer and its Subsidiaries (when funded), Seller Parent shall be permitted (but not obligated), following cooperation written notice to Buyer after the completion of such two-month period, to undertake one or more separate debt financings for net proceeds equal to such shortfall (but in no event more than $200,000,000 (two hundred million dollars), unless consented to in writing by Buyer prior to the incurrence thereof), and cause one or both of the Acquired Companies to be the obligor(s) under such Indebtedness as of the Closing (any such Indebtedness, the “Assumed Indebtedness”). In the event Seller Parent delivers written notice in accordance with the immediately preceding sentence, Buyer shall cooperate with Seller Parent in connection with the Purchaser obtaining any Permitted Loan: arrangement, syndication, obtainment and consummation of such financing, in accordance with Section 5.13(b), mutatis mutandis. (ab) subject Prior to applicable Lawthe Closing, Seller Parent shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide, and shall use reasonable best efforts to cause its and their respective Representatives to use reasonable best efforts to provide, to Buyer and its Subsidiaries all cooperation reasonably requested by Buyer in connection with the arrangement, syndication, obtainment and consummation of the Debt Financing, including using reasonable best efforts in: (i) assisting Buyer, any of its Subsidiaries or the Debt Financing Sources in their preparation of customary rating agency presentation materials, road show materials, private placement memoranda, bank information memoranda, projections, bank syndication materials and other similar private offering memoranda and offering documents, and all supplements related to any of the foregoing, in each case, in connection with any such Debt Financing (provided that financial information shall be limited to the information required by clause (iii) below); (ii) cooperating with customary marketing efforts of Buyer, any of its Subsidiaries or any of the Debt Financing Sources for any such Debt Financing, including causing representatives of management of Seller Parent and its Subsidiaries with appropriate seniority and expertise to assist in preparation for, and to participate in, a 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 advance notice and at mutually agreeable dates, times and locations, and using reasonable best efforts to utilize Seller Parent’s existing lender and investment banking relationships in syndication efforts; (iii) providing, or causing to be provided, to Buyer (and permitting Buyer to provide to the Debt Financing Sources) (A) the Required Information (and Seller Parent hereby authorizes Buyer to provide the Debt Financing Sources the Required Information), (B) all other pertinent and customary information (other than financial statements), to the extent reasonably available to Seller Parent or any Business Company, regarding the Seller Parent, the Business Companies or the Business, as may be reasonably requested by Xxxxx, any of Buyer’s Subsidiaries or any of the Debt Financing Sources in connection with any such Debt Financing, including any such information relating to the Business reasonably necessary to permit Buyer or its Affiliates to prepare pro forma financial information customary for Debt Financings of the applicable type giving effect to the Transactions, (C) all materials and documentation about the Business and the Business Companies required under applicable “know your customer” and anti-money laundering Laws, including the Patriot Act, to the extent reasonably requested by Buyer, any of Buyer’s Subsidiaries or any of the Debt Financing Sources not less than five (5) Business Days prior to the Closing Date and (D) all such information amending or supplementing any information described in clause (A), (B) or (C) above, or any information delivered pursuant to this clause (D), to the extent such information (excluding any projections, forecasts, pro forma financial information and other forward-looking information), to the Knowledge of Seller Parent, is not correct in all material respects, contains any untrue statement of material fact or omits to state any material fact necessary to make such information not misleading; (iv) cooperating with the Debt Financing Sources’ reasonable due diligence investigation of the Business Companies; (v) (A) causing the Business Companies to execute and deliver any definitive documents facilitating the borrowing or guarantee by the Business Companies or the pledging of collateral as may be reasonably requested by Buyer in connection with any such Debt Financing, (B) permitting the information provided pursuant to clause (iii) above to be used by Buyer and the Debt Financing Sources in the preparation of customary definitive financing documentation and the completion of any schedules, exhibits or annexes thereto (including a customary perfection certificate) and (C) permitting any officers of the Business Companies who will be officers of the Business Companies immediately after the Closing to execute and deliver any other customary documentation in connection with such Debt Financing, including any customary closing officer’s certificates and secretary’s certificates prepared by Buyer (including certification of organizational authorization, organizational documents and good standing certificates) of the Business Companies, and taking corporate action to authorize the borrowing and guarantees of the Debt Financing; provided that, in the case of clauses (A), (B) and (C), such borrowings, guarantees and documentation and such corporate action shall be effective no earlier than the Closing. (vi) causing the registered public accounting firm that has audited the Required Information to (A) provide customary comfort letters (including “negative assurance” comfort and change period comfort) with respect to the Required Information, and (B) participate in a manner consistent with their customary practice in accounting due diligence sessions in connection with any such Debt Financing, in each case, as reasonably requested by Buyer, any of its Subsidiaries or any of the Debt Financing Sources; (vii) providing customary authorization letters as reasonably requested by the Debt Financing Sources authorizing the distribution of information to prospective Debt Financing Sources; and (viii) permitting the information provided pursuant to clause (iii) above to be used by Buyer to assist Xxxxx and its counsel with obtaining customary legal opinions required to be delivered in connection with any such Debt Financing; and (ix) reasonably cooperating with Buyer, its Subsidiaries and the Debt Financing Sources to satisfy any customary conditions precedent to the Debt Financing that are within their control. (c) Notwithstanding anything to the contrary herein, nothing in this Section 5.13 shall require any such cooperation that could result in Seller Parent or any of its Subsidiaries being required to (i) deposit take any action to the extent such pledged Securities and/or Warrant Shares in book entry form on action would reasonably be expected to (A) unreasonably interfere with the books ongoing business or operations of The Depository Trust Company when eligible to do so Seller Parent or any of its Subsidiaries, (iiB) without limiting jeopardize the generality protection of suban attorney-clause (i)client privilege, if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company attorney work product protection or other depository legal privilege of Seller Parent or any of its Subsidiaries or conflict with customary restrictive legends, any third-party confidentiality obligations (bnot created in contemplation hereof) applicable to Seller Parent or any of its Subsidiaries (provided that Seller Parent shall notify Buyer if so any such information that Buyer or any of the Debt Financing Sources has specifically identified and requested by is being withheld as a result of any such lender legal privilege or counterpartyany such confidentiality obligation, as applicable, using commercially and shall use reasonable best efforts to re-register communicate the pledged Securities and/or Warrant Shares applicable information in a manner that does not jeopardize any such legal privilege or violate any such confidentiality obligation), (C) subject to the name parenthetical in clause (iii) below, cause Seller Parent or any of its Subsidiaries to incur any actual or potential liability (except for an incurrence solely by a Business Company that is effective solely following the relevant lenderClosing), counterparty(D) conflict with, custodian violate or result in a breach of or default (with or without notice or lapse of time or both) under any organizational or similar documents of Seller Parent or any of its Subsidiaries, any applicable Law or Order or any material Contract to which Seller Parent or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound, (E) require Seller Parent or any of its Subsidiaries to a Permitted Loan, solely as securities intermediary and only change any fiscal period (provided this Section 5.13 shall not prevent Buyer from changing the fiscal period of any Business Company to the extent effective solely following the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant SharesClosing), (cF) negotiating cause any representation or warranty contained in good faith Article II to enter into an issuer agreement be inaccurate or breached, any closing condition contained in Article VI to fail to be satisfied or any other breach of this Agreement (an “Issuer unless, in each case, waived in writing in advance by Buyer for all purposes of this Agreement”) with each lender or (G) prevent or impede the Intended Tax Treatment, (ii) except as provided in Section 5.13(b)(v), pledge any assets as collateral, (iii) pay any commitment or other similar fee, bear any cost or expense (other than (A) costs and expenses for the production and delivery of the Required Information, all of which costs and expenses shall be borne by Seller Parent or the Business Companies, and (B) any expense (1) for which Buyer or any of its Subsidiaries is obligated to reimburse Seller Parent or (2) for which funds are provided in advance by Buyer or any of its Subsidiaries to Seller Parent), incur any other liability or give any indemnities to any third party or otherwise commit to take any similar action in connection with such transactions the Debt Financing or any other Financing (except, in customary form each case, for similar financings and not inconsistent with this Agreement any liability or indemnity of a Business Company that is effective solely following the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)Closing), (div) entering into customary triparty agreements with each lender and waive or amend any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Lawany other Transaction Document, (v) except as agreed by Seller Parent in any authorization letter contemplated by Section 5.13(b)(vii), commit to take any action under any certificate, document or instrument related to the Debt Financing or any other Financing (other than commitments solely by the Business Companies that are effective solely following the Closing), (vi) pass resolutions or consents to (A) approve the Debt Financing or any other Financing or (B) authorize, enter into or deliver any agreements, documents, certificates or actions in connection therewith (other than resolutions or consents passed, authorized, entered into or delivered, as applicable, solely by any director, manager or equivalent of any of the Business Companies who will continue in such a position following the Closing that are effective solely following the Closing), (vii) deliver any legal opinion or negative assurance letter or (viii) except as expressly contemplated by Section 5.13(b)(iii), provide any information of any type, or in any form, condition or format, that is not readily available to Seller Parent or any Business Company. Seller Parent shall have the right to consent to the use of its and its Subsidiaries’ logos and other Intellectual Property in connection with the Debt Financing contemplated by Section 5.13(b) (such consent not to be unreasonably withheld, delayed or conditioned). (d) Buyer shall promptly, upon request by Seller Parent, reimburse Seller Parent for all reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) incurred by Seller Parent or any of its Representatives in connection with the Debt Financing or any other Financing, including the cooperation contemplated by Section 5.13(b), except for the costs and expenses for the production and delivery of the Required Information, and shall indemnify and hold harmless each of Seller Parent and its Representatives from and against any and all claims, losses, liabilities, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) that Seller Parent or any of its Representatives may incur or suffer in connection with the arrangement of the Debt Financing or any other Financing or any information used in connection therewith, other than to the extent applicableany such claims, whether losses, liabilities, damages, judgments, fines, penalties, costs or expenses are the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements result of the Company in any Issuer Agreement are solely for the benefit gross negligence or willful misconduct of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the CompanySeller Parent or its Representatives.

Financing Cooperation. If Prior to Completion, the Seller shall provide, and shall use all reasonable endeavours to cause each Target Company and its representatives (including legal, financial and accounting advisors) to provide, all cooperation reasonably requested by Purchaser, the Company will provide the following cooperation Buyer Group in connection with the Purchaser obtaining arrangement of the financing to be obtained by the Buyer Group in connection with the transactions contemplated by this Agreement (the “Financing”) (it being understood that the completion of any Permitted Loan: (a) subject Financing is not a condition to applicable Lawthe obligations of the Buyer hereunder), using reasonable efforts to including, without limitation, (i) deposit such pledged Securities and/or Warrant Shares in book entry form on assisting with the books preparation of The Depository Trust Company when eligible to do so or materials for rating agency presentations, (ii) without limiting executing and delivering any pledge and security documents, other definitive financing documents, or other certificates or documents as may be reasonably requested and otherwise reasonably facilitating the generality pledging of sub-clause collateral (iprovided that no such pledge or security documents shall be effective until Completion), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on (iii) furnishing the books of The Depository Trust Company or Buyer Group and their Financing sources as promptly as practicable with financial and other depository with customary restrictive legendspertinent information regarding the Target Group Companies as may be reasonably requested by the Buyer, (biv) if so providing monthly accounts of the Target Group Companies (excluding footnotes) and annual audited accounts of the Seller Group within the time frame, and to the extent, such accounts are prepared, and (v) taking all corporate actions, subject to the occurrence of Completion, reasonably requested by such lender or counterparty, as applicable, using commercially reasonable efforts the Buyer Group to re-register permit the pledged Securities and/or Warrant Shares in the name consummation of the relevant lenderFinancing and the direct borrowing or incurrence of all of the proceeds of the Financing, counterparty, custodian by the Target Group Companies immediately following Completion; provided that in each case such requested cooperation does not unreasonably interfere with the ongoing operations of the Seller or similar party to a Permitted Loan, solely as securities intermediary and only the Target Group Companies. The Seller hereby consents to the extent use of its and the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender Target Group Companies’ logos in connection with the Financing; provided that such transactions logos are used solely in customary form for similar financings and a manner that is not inconsistent with this Agreement intended to, nor reasonably likely to, harm or disparage the Seller or the Company’s obligations under Target Group Companies or the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations reputation or goodwill of the Company relating to procedures Seller or the Target Group Companies and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder its or delay exercises their marks. For the avoidance of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c))doubt, (di) entering into customary triparty agreements with each lender and if any applicable Purchaser relating to such cooperation as described in this clause 7.5 would, or would reasonably be likely to, result in or require access to, or the delivery of the Securities and/or Warrant Sharesdisclosure of, as applicableCompetitive Information, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price such access or disclosure shall only be made in accordance with clause 7.1(b), and (ii) for the terms purposes of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstandingclause 7.5 only, the Companyproviso set out in clause 7.1(b) in relation to Syniverse’s obligation advisors shall be deemed to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy include representatives of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan Syniverse’s and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares Buyer’s financing sources and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Companytheir respective outside legal counsel.

Financing Cooperation. If requested by Purchaser, the Company will provide the following cooperation in connection with the Purchaser obtaining any Permitted Loan: (a) subject Prior to applicable Lawthe Closing, using reasonable efforts to (i) deposit such pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible to do so or (ii) without limiting Sellers shall, and shall cause the generality of sub-clause (i)Conveyed Entities and their respective representatives to, if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (b) if so requested by such lender or counterparty, as applicable, using use commercially reasonable efforts to re-register cooperate with the pledged Securities and/or Warrant Shares in the name arrangement of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely any Debt Financing as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender may be reasonably requested by Buyer in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the CompanyBuyer’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating efforts to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies obtain any Debt Financing on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates timely basis (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying informationrequested cooperation does not unreasonably interfere with the ongoing operations of the Conveyed Entities), including furnishing Buyer and the Lenders with the Required Financial Information, and other financial and other pertinent information regarding the Conveyed Entities reasonably requested in connection with any such Debt Financing, and promptly, and in any event no later than five (5) Business Days following the date of such request, providing all documentation and (y) the Purchaser certifying information reasonably requested by Buyer relating to the Company Conveyed Entities required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; provided, that neither the Sellers nor any of the Conveyed Entities shall be required to pay any commitment or other similar fee or incur any other liability in writing that connection with such Debt Financing. (Ab) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser Buyer acknowledges and agrees that neither the Company will be relying on Sellers, the Conveyed Entities nor any of their respective Affiliates or any of their respective directors, officers, employees, representatives and advisors (including legal, financial and accounting advisors) shall have any responsibility for, or incur any liability to any Person under or in connection with, the arrangement of any Debt Financing that Buyer may raise in connection with the Transactions, and that Buyer shall indemnify and hold harmless the Sellers, the Conveyed Entities, and their respective Affiliates and directors, officers, employees, representatives and advisors (including legal, financial and accounting advisors) from and against any and all Losses suffered or incurred by them in connection with the arrangement of such certifications when entering into the Issuer Agreement Debt Financing and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree information utilized in connection therewith (other than information provided by the Conveyed Entities); provided, that the statements and agreements foregoing shall not apply in respect of willful acts or omissions or gross negligence of the Company in Sellers or any Issuer Agreement are solely for the benefit of the applicable lenders party thereto Conveyed Entities or in connection with information provided by the Conveyed Entities. Buyer shall reimburse the Sellers and that the Conveyed Entities for all reasonable out-of-pocket costs or expenses incurred by the Sellers or the Conveyed Entities in any dispute between the Company and any Purchaser Party under connection with cooperation provided for in this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the CompanySection 5.21.

Financing Cooperation. If (a) Prior to the Closing, the Sellers shall provide, and shall cause their respective Subsidiaries to, and shall use its commercially reasonable efforts to cause their respective Representatives, including legal and accounting, to, provide all cooperation reasonably requested by Purchaser, the Company will provide Buyer or any financing source providing the following cooperation Financing in connection with the Purchaser obtaining any Permitted Loan: (a) subject to applicable LawFinancing, using reasonable efforts to including, without limitation (i) deposit such pledged Securities and/or Warrant Shares furnishing the Buyer and its financing sources with readily-available historical financial and other pertinent information used by the Buyer to consummate the Financing or any other financing transaction executed in book entry form on connection with the books of The Depository Trust Company when eligible to do so or transactions contemplated hereby, (ii) without limiting delivering to the generality Title Company the Non-Imputation Affidavit and all other items reasonably requested by the Buyer or the Title Company in order to facilitate the issuance of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities customary lender’s policies of title insurance in book entry form on and substance satisfactory to the books of The Depository Trust Company or other depository with customary restrictive legendsapplicable financing source, (biii) if so requested taking such actions as are reasonably and customarily undertaken by sellers of real estate to mitigate mortgage recording or similar taxes such as requesting the lender or counterpartyunder the Existing Loans to assign over existing mortgages to Buyer’s lender, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares described in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms Article XV of this Agreement, including a right for (iv) providing such lender information, documents and certificates reasonably requested by the Buyer customary in debt financings of transactions similar to the transactions contemplated by this Agreement, (v) effective as a third party beneficiary of the CompanyClosing, forming, at Buyer’s obligation expense, one or more special-purpose Subsidiaries that are directly or indirectly wholly-owned by CIR III to serve as borrowers under Article II the Financing (the “Financing Subs”) and (vi) transferring title, at Buyer’s expense, to issue the Securities and/or Warrant Shares, as applicable, upon payment CIR III Properties to one or more of the Purchase Price therefor in accordance with Financing Subs, which transfer the terms of this Agreement and Parties acknowledge is intended to be effectuated on the Closing Date (e) such other cooperation and assistance as but immediately subsequent to the Purchaser may reasonably request that will not unreasonably disrupt the operation transfer of the Company’s business. Anything in CIR III Shares to Buyer) as part of the preceding sentence closing escrow arrangement contemplated hereunder. (b) Notwithstanding anything to the contrary notwithstandingcontained herein, (i) neither the Company’s Sellers nor any of their respective Subsidiaries shall be required to pay any commitment or other fee in connection with the Financing, (ii) neither the Seller nor any of their respective Subsidiaries shall be required to incur, and none of them shall have, prior to the Closing, any liability or obligation under any loan agreement or any related document or any other agreement or document or contract related to deliver an Issuer Agreement is conditioned on the Financing, (xiii) the Purchaser delivering to the Company a copy pre-Closing directors of the loan agreement for Sellers or any of their respective Subsidiaries shall not be required to adopt resolutions approving the Permitted Loan contracts, agreements, documents and instruments pursuant to which the Issuer Agreement relates Financing is obtained, (providediv) neither the Sellers nor any of their respective Subsidiaries shall be required to execute any definitive financing documents, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Financing and (yv) neither the Purchaser certifying Sellers nor any of their respective Subsidiaries shall be required to take any action that would violate its respective Organizational Documents or any Laws or that would result in the Company contravention of, or that would reasonably be expected to result in writing that (A) the loan agreement with respect a violation or breach of, or a default under, any Contract to which the Issuer Agreement any such Person is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Companyparty.

Financing Cooperation. If From and after the date of this Agreement until the Closing (or until this Agreement is terminated pursuant to Section 10.1), Sellers shall, and shall cause the Acquired Companies to, use commercially reasonable efforts to provide reasonable cooperation and assistance reasonably requested by Purchaser, the Company will provide the following cooperation Buyers in connection with the Purchaser obtaining arrangement of any Permitted Loan: (a) Debt Financing that is customary in connection with transactions similar to the transactions contemplated hereby, subject to applicable Lawthe limitations set forth in this Section 6.18; provided that nothing herein will require such cooperation to the extent it interferes, using reasonable efforts or would reasonably be expected to (i) deposit such pledged Securities and/or Warrant Shares interfere, with the business or operations of the Acquired Companies and none of the Sellers or the Acquired Companies shall be required to enter into any documents or commitments that would become effective prior to Closing or deliver any legal opinions in book entry form on connection with the books of The Depository Trust Company when eligible to do so Debt Financing or (ii) without limiting the generality of sub-clause (i)pay or otherwise become liable for any indebtedness, if such Securities and/or Warrant Shares are eligible for resale under Rule 144Afees, depositing such pledged Securities in book entry form on the books of The Depository Trust Company expenses or other depository obligations in connection with customary restrictive legends, (b) if so the Debt Financing until after the Closing has occurred. Any information requested by such lender Buyers in connection with this Section 6.18 shall be deemed delivered to Buyers to the extent contained in the Data Room and any information provided by or counterpartyon behalf of the Sellers or any of the Acquired Companies in connection with this Section 6.18 shall be deemed to have been made available in the Data Room to Buyers. Buyers shall indemnify and hold harmless the Sellers, the Acquired Companies and their respective officers, directors, employees and Affiliates from and against any and all losses, claims, damages, costs, expenses, liabilities or judgments or amounts suffered or incurred by any of them in connection with the arrangement of any Debt Financing, any compliance with this Section 6.18 and any information used in connection therewith, except to the extent arising from the bad faith or fraud of the Sellers, the Acquired Companies or their respective officers, directors, employees, agents, Affiliates, advisors, and accountants. Buyers will promptly, upon request by the Sellers, reimburse the Sellers and the Acquired Companies, as applicable, using commercially for all reasonable efforts to reand documented out-register of-pocket costs (such as reasonable and documented travel costs and attorneys’ fees) incurred by the pledged Securities and/or Warrant Shares in Sellers, the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary Acquired Companies and only to the extent the Purchaser or its their respective Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender and representatives in connection with such transactions in customary form for similar financings and not inconsistent their compliance with this Agreement Section 6.18. Notwithstanding this Section 6.18 or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall anything else in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including Buyers affirm that it is not a right condition to the Closing or to any of its other obligations under this Agreement that Buyers obtain financing for such lender as a third party beneficiary or related to any of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment transactions contemplated by this Agreement (including all or any portion of the Purchase Price therefor in accordance with Debt Financing). The parties agree that this Section 6.18 sets forth Sellers’ and the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement Acquired Companies’ sole obligations with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the CompanyDebt Financing.

Financing Cooperation. (a) If requested by a Purchaser, the Company will provide the following cooperation in connection with the such Purchaser obtaining any Permitted LoanLoan or Permitted Debt Financing Transaction: (ai) subject to applicable Lawlaw, using reasonable efforts to (iA) deposit removing any restrictive legends on certificates representing pledged Notes or Additional Securities, as applicable, and depositing such pledged Notes or Additional Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible to do so or (iiB) without limiting the generality of sub-clause (iA), following the first anniversary of the Closing (in the case of the Notes) or if such Securities and/or Warrant Shares are Note or any Additional Security is eligible for resale under Rule 144A, depositing such pledged Securities Note or Additional Security in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (bii) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares Note or Additional Security in the name of the relevant lender, counterparty, custodian or similar party to a Permitted LoanLoan or Permitted Debt Financing Transaction, with respect to Permitted Loans solely as securities intermediary and only to the extent the such Purchaser or its Affiliates continues to beneficially own Beneficially Own such pledged Securities and/or Warrant SharesNote or Additional Security, (ciii) negotiating in good faith to enter entering into an issuer agreement (an “Issuer Agreement”) with each lender in reasonable and customary form in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may shall include, primarilywithout limitation, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements, ) and shall in include restrictions on Transfers of with such additional terms as are reasonably requested by such lender and not inconsistent with the pledged Securities and/or Warrant Shares consistent with Section 5.07(c))Company’s obligations under the Indenture and applicable law and reasonably acceptable to the Company, (div) entering into customary triparty agreements with each lender and any applicable such Purchaser relating to the delivery of the Notes, Additional Securities and/or Warrant Shares, as applicable, shares of the Company Common Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, purchase price including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Notes, Additional Securities and/or Warrant Shares, as applicable, shares of Company Common Stock upon payment of the Purchase Price purchase price therefor in accordance with the terms of this Agreement and (ev) such other cooperation and assistance as the such Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s businessbusiness or impose any material burdens on the Company. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x1) the such Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y2) the such Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the such Purchaser has pledged the Notes, Additional Securities and/or Warrant Shares, as applicable, the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable LawAgreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement Article V are being assigned to the lenders under that Permitted Loan, (C) an event Event of default Default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Notes, Additional Securities and/or Warrant Shares the underlying shares of Company Common Stock and a Market Value Cure (as defined in the applicable margin loan agreement) constitutes circumstances under which such Purchaser may sell the Notes, Additional Securities and/or the underlying shares of Company Common Stock in order to satisfy a margin call or repay a Permitted Loan, in each case to the extent necessary to satisfy a bona fide margin call on such Permitted Loan and that such provisions do not violate the terms of this Agreement and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications certificate when entering into the Issuer Agreement and any inaccuracy thereof in such certificate will be deemed a breach of this Agreement. The Such Purchaser Parties acknowledge acknowledges and agree agrees that the statements and agreements of the Company in any an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any such Purchaser Party under this Agreement the applicable such Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company. (b) The Purchasers and their respective Affiliates shall notify the Company as promptly as practicable upon any foreclosure of a Permitted Loan or Permitted Debt Financing.

Financing Cooperation. If (a) Purchaser shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the Equity Financing on the terms and conditions described in the Equity Commitment Letter as promptly as possible but in any event prior to the date upon which the applicable Closing is required to be consummated pursuant to the terms hereof, including by (i) causing Purchaser Parent to maintain in effect and comply with its obligations under the Equity Commitment Letter and (ii) satisfying on a timely basis all conditions in the Equity Commitment Letter and complying with its obligations thereunder. (b) Purchaser shall not, without the prior written consent of Seller, permit any amendment or modification to, or any waiver of any provision or remedy under, the Equity Commitment Letter. (c) Purchaser does not require any financing other than the proceeds of the Equity Financing in order to consummate the transactions contemplated by this Agreement. However, in the event that Purchaser or any of its Affiliates determines to pursue any debt financing that would take effect at or after the Closing relating to any of the Transferred Entities or the Business, then from and after the date hereof until the final Closing Date, Seller shall, and shall cause each applicable Transferred Entity to (and use commercially reasonable efforts to cause their respective Representatives to), provide reasonable cooperation on a timely basis in connection with the arrangement of any such debt financing (any such debt financing, the “Debt Financing”) as may be reasonably requested by Purchaser and necessary for the arrangement of such Debt Financing (to the extent within the control of Seller), including by using commercially reasonable efforts to provide to Purchaser, if so requested by Purchaser in writing no later than ten (10) days prior to the Company will end of the Applicable Quarter, within sixty (60) days after the end of each full fiscal quarter which occurs during the period commencing from the date hereof until the Closing Date (each, an “Applicable Quarter”), an unaudited balance sheet and related unaudited statement of operations, in each case for the Transferred Entities on a consolidated basis and prepared in a manner consistent with the Business Financial Information (the “Quarterly Financial Information”), for such fiscal quarter (it being understood that Seller shall have satisfied its obligations set forth in this clause if Seller shall have used its commercially reasonable efforts to comply with such obligations whether or not any applicable deliverables are actually obtained or provided). Notwithstanding any provision in this Section 5.17, neither Seller nor any of its Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 5.17 that: (i) would require Seller, its Subsidiaries or any of their respective Representatives to pass resolutions or consents to approve or authorize the execution of the Debt Financing or enter into, amend, execute or deliver any certificate, document, instrument or agreement; (ii) would cause any representation or warranty in this Agreement to be breached by Seller or any of its Subsidiaries; (iii) would require Seller or any of its Subsidiaries to incur any fees, expense, liabilities or other obligations in connection with the Debt Financing; (iv) would cause any director, officer or employee or stockholder of Seller or any of its Subsidiaries to incur any personal liability; (v) would conflict with the organizational documents of Seller or any of its Subsidiaries or any Laws; (vi) would 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 Subsidiaries is a party; (vii) would require Seller, any of its Subsidiaries or any of their respective Representatives to provide access to or disclose information that Seller or any of its Subsidiaries determines would jeopardize any attorney-client privilege of Seller or any of its Subsidiaries; (viii) would require Seller or any of its Subsidiaries or any of their respective Representatives to prepare any financial statements or information that are not available to Seller and prepared in the following ordinary course of its financial reporting practice; or (ix) would unreasonably interfere with the ongoing operations of Seller or any of its Subsidiaries. Nothing contained in this Section 5.17 or otherwise shall require (A) Seller or any of its Subsidiaries (other than the Transferred Entities) to be an issuer or other obligor with respect to the Debt Financing or (B) the Transferred Entities to be an issuer or other obligor with respect to the Debt Financing prior to the Closing. Purchaser shall, promptly upon request by Seller, reimburse Seller for all reasonable out-of-pocket costs incurred by Seller or its Subsidiaries or their respective Representatives in connection with such cooperation and shall indemnify and hold harmless Seller and its Subsidiaries and their respective Representatives from and against any and all Losses suffered or incurred by them in connection with the arrangement of the Debt Financing, any action taken by them pursuant to this Section 5.17 and any information used in connection therewith (other than information provided in writing by Seller or its Subsidiaries specifically in connection with its obligations pursuant to this Section 5.17). (d) For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 5.17 represent the sole obligation of Seller, its Subsidiaries and their respective Representatives with respect to cooperation in connection with the arrangement of any financing (including any Debt Financing) to be obtained by Purchaser obtaining with respect to the transactions contemplated by this Agreement and no other provision of this Agreement shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any Permitted Loan: funds or financing (aincluding any Debt Financing) subject to applicable Law, using reasonable efforts to (i) deposit such pledged Securities and/or Warrant Shares in book entry form on the books by Purchaser or any of The Depository Trust Company when eligible to do so its respective Affiliates or (ii) without limiting the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company any other financing or other depository with customary restrictive legends, (b) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts transactions be a condition to re-register the pledged Securities and/or Warrant Shares in the name any of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the CompanyPurchaser’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence Notwithstanding anything to the contrary notwithstandingherein, the Company’s obligation to deliver an Issuer Agreement is conditioned on failure of Seller or any of its Affiliates (x) the Purchaser delivering to the Company a copy or any of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (Btheir respective Representatives) to comply with the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined provisions set forth in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party Section 5.17 shall not be entitled taken into account in determining whether any condition to use the statements and agreements of the Company Closing set forth in an Issuer Agreement against the CompanyArticle VII shall have been satisfied.

Financing Cooperation. If Prior to the Closing, Seller and the Company shall use commercially reasonable efforts to provide, and shall use their commercially reasonable efforts to cause their respective Subsidiaries, officers, employees, agents, auditors and other Representatives to provide, at Buyer’s expense, all cooperation reasonably requested by PurchaserBuyer in connection with any financing related to the transactions contemplated by this Agreement (the “Buyer Financing”); provided, that (i) nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or other operations of Seller, the Company will provide and its Subsidiaries and (ii) neither Seller, the following cooperation Company or any of their respective Subsidiaries shall be required to (A) pay any commitment or other similar fee in connection with the Purchaser obtaining any Permitted Loan: (a) subject Buyer Financing prior to applicable Law, using reasonable efforts to (i) deposit such pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible to do so Closing or (iiB) without limiting incur any other Liability in connection with the generality Buyer Financing prior to the Closing, in each case, for which Seller, the Company and their respective Subsidiaries are not entitled to reimbursement and indemnification by Buyer pursuant to the last sentence of sub-clause this Section 5.15, (i)iii) no personal liability shall be imposed on any of the Representatives of Seller, if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository any of their respective Subsidiaries in connection with customary restrictive legendsthe Buyer Financing and (iv) neither Seller, (b) if so requested by such lender the Company or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares in the name any of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith their respective Subsidiaries shall be required to enter into an issuer or approve any Buyer Financing or any definitive agreement or enter into any instrument, document or certificate for the Buyer Financing that would be effective prior to the Closing. Buyer shall (an “Issuer Agreement”x) with each lender promptly upon request by Seller, reimburse Seller and its Affiliates, the Company and their respective Subsidiaries for all reasonable and documented out-of-pocket fees and expenses of Seller and its Affiliates (including, prior to Closing, the Company and its Subsidiaries) and all reasonable and documented fees and expenses of their outside representatives incurred in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may includerequested cooperation, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying indemnify and hold harmless Seller and its Affiliates (including, prior to Closing, the Company and its Subsidiaries), and their respective Representatives, against any claim, loss, damage, interest, injury, Liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including reasonable fees and expenses of outside representatives) or settlement payment incurred as a result of such cooperation and any information utilized in writing that connection therewith (A) the loan agreement including any claim by or with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreementany such lenders, prospective lenders, agents and arrangers and rating agencies) (other than information provided by Seller, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan Company and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (Btheir respective Subsidiaries) except to the extent applicablearising from the gross negligence, whether the registration rights under the Registration Rights Agreement are being assigned willful misconduct or bad faith of Seller or any of its Affiliates (including, prior to the lenders under that Permitted LoanClosing, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement its Subsidiaries) or their respective Representatives, it being understood that no such fees, expenses, claims, losses, damages, interest, injuries, Liabilities, judgments, awards, penalties, fines, Taxes, costs (including costs of investigation) or settlement payments incurred by Seller and its Affiliates (including, prior to the applicable Purchaser Party shall not be entitled to use the statements and agreements of Closing, the Company in an Issuer Agreement against the Companyand its Subsidiaries) pursuant to this Section 5.15 shall constitute Transaction Expenses for any purpose hereunder.

Financing Cooperation. If requested by Purchaser(a) Prior to the Acceptance Time, the Company will and its Subsidiaries shall, and shall use reasonable best efforts to cause their officers, employees, consultants and advisors, including legal and accounting advisors to, provide to Parent such cooperation as may be reasonably requested by Parent in connection with obtaining any third party debt or equity financing for the following cooperation purposes of financing the Offer and/or the Merger, the fees and expenses incurred in connection therewith, and the other transactions contemplated thereby (the “Financing”), including (i) participating in a reasonable number of meetings, presentations, and due diligence sessions at times reasonably coordinated in advance thereof and (ii) assisting with the preparation of materials for presentations, memoranda, financial projections and similar documents to be used in connection with the Purchaser obtaining any Permitted Loan: Financing; provided, that (ax) subject nothing herein shall require such cooperation to applicable Lawthe extent it would (1) interfere materially and unreasonably with the business or operations of the Company and its Subsidiaries, using reasonable efforts to (i) deposit such pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible to do so taken as a whole, or (ii2) without limiting require the generality Company to agree to pay any fees, reimburse any expenses or otherwise incur any liability or give any indemnities prior to the Acceptance Time for which it is not promptly reimbursed or simultaneously indemnified and (y) any documentation executed by the Company of subany of its Subsidiaries shall not become effective until the consummation of the Closing. Parent shall (1) promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorney’s fees) incurred by the Company or any of its Subsidiaries in connection with providing the assistance contemplated by this Section 6.13 and (2) indemnify and hold harmless the Company and its Subsidiaries and its and their respective directors, officers, personnel and advisors (collectively, the “Financing Indemnitees”) from and against any and all liabilities, losses, damages, claims, costs, expenses (including reasonable attorney’s fees), awards, judgments and penalties suffered or incurred by any of them in connection with the Financing or providing the assistance contemplated by this Section 6.13, in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by any Financing Indemnitee (the obligations of Parent in this clause (i2), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books “Financing Cooperation Indemnity”). The Financing Cooperation Indemnity shall survive the consummation of The Depository Trust Company or other depository with customary restrictive legends, the Merger and any termination of this Agreement. (b) if so requested by such lender or counterparty, as applicable, using commercially The Company shall use reasonable best efforts to re-register the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party deliver to a Permitted Loan, solely as securities intermediary Parent and only Merger Sub at least three (3) Business Days’ prior to the extent Acceptance Time, but in no event later than two (2) Business Days before the Purchaser or its Affiliates continues Acceptance Time, a payoff letter with respect to beneficially own such pledged Securities and/or Warrant Sharesthe Credit Agreement, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or dated October 31, 2013, among the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II Subsidiaries and PDL BioPharma, Inc. (as amended, supplemented, or otherwise modified from time to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstandingtime, the Company’s obligation “Existing Loan Agreement”), which payoff letter shall substantially provide (subject to deliver an Issuer Agreement is conditioned on customary exceptions) (x) that upon receipt of the Purchaser delivering payoff amount set forth in the payoff letter at or prior to the Company a copy of Effective Time, the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may respective indebtedness incurred thereunder and related instruments shall be so delivered on a redacted basis to remove sensitive and/or identifying information) terminated and (y) that all Liens (and guarantees), if any, in connection therewith relating to the Purchaser certifying assets, rights and properties of the Company securing such Indebtedness, shall be, upon the payment of the amount set forth in the payoff letter at or prior to the Effective Time (and, if applicable, providing for letters of credit or cash collateral) be released and terminated. At or prior to the Effective Time (but subject to the Effective Time occurring), the Company shall pay off all amounts outstanding (including related fees and expenses) under the Existing Loan Agreement (up to the extent of cash available to the Company in writing that at such time). (Ac) At the loan agreement with respect to which request of the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this AgreementParent, the Purchaser has pledged Company shall cooperate with Parent to effect the Securities and/or Warrant Sharespayment of the promissory note, as applicabledated August 18, as collateral 2014, issued by the Company to Pfizer, Inc. (the lenders under such Permitted Loan “Pfizer Note”); provided, that any payment by the Company or any of its Subsidiaries in respect of the Pfizer Note (i) shall be conditioned on the occurrence of the Effective Time and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (Bii) shall be limited to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned of cash available to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) Company at such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Companytime.

Financing Cooperation. If requested by Purchaser, the Company will provide the following cooperation in connection with the Purchaser obtaining any Permitted Loan: (a) subject Each of Parent and Merger Sub shall use its reasonable best efforts to take (or cause to be taken) all actions, and to do (or cause to be done) all things necessary, proper or advisable to consummate and obtain the proceeds of the Debt Financing contemplated by the Debt Financing Commitments on the terms and conditions described in the Debt Financing Commitments (including any flex provisions applicable Lawthereto), including using reasonable best efforts to (i) deposit such pledged Securities and/or Warrant Shares in book entry form negotiate definitive agreements with respect thereto on the books terms and conditions (including the flex provisions) contained therein or on other terms not materially less favorable, in the aggregate, to Parent than those contained in the Debt Financing Commitments (as determined in the reasonable judgment of The Depository Trust Company when eligible to do so or Parent) and not in violation of this Section 5.2(a) (including clauses (A)‑(C) below), (ii) without limiting the generality of sub-clause satisfy (i)or, if such Securities and/or Warrant Shares deemed advisable by Parent, seek a waiver of) on a timely basis all conditions applicable to Parent and Merger Sub in the Debt Financing Commitments or, if executed and delivered prior to the Closing, in the definitive documentation with respect thereto that are eligible for resale under Rule 144A, depositing such pledged Securities within its control and otherwise comply with its obligations thereunder and pay related fees and expenses in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legendsconnection therewith as and when due and payable, (biii) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register maintain in effect the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price Debt Financing Commitments in accordance with the terms of thereof (except for amendments and supplements not prohibited by this Agreement, including a right for such lender as a third party beneficiary of Section 5.2(a)) until the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor transactions contemplated by this Agreement are consummated or this Agreement is terminated in accordance with the terms of this Agreement its terms, and (eiv) such other cooperation and assistance as enforce its rights under the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything Debt Financing Commitments in the preceding sentence event of a breach by any counterparty thereto. Parent shall have the right from time to time to amend, supplement, amend and restate or modify the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (Debt Financing Commitments; provided, that any such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) amendment, supplement, amendment and (y) restatement or other modification shall not, without the Purchaser certifying to prior written consent of the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral add new (or adversely modify any existing) conditions precedent to the lenders under such Permitted Loan and that Debt Financing as set forth in the execution of such Permitted Loan and Debt Financing Commitments as in effect on the terms thereof do not violate the terms of this Agreement or applicable Lawdate hereof, (B) except as otherwise set forth herein, reduce the aggregate amount of the Debt Financing Commitments (including by changing the amount of fees to be paid or original issue discount of the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (Debt Financing as defined set forth in the Issuer AgreementDebt Financing Commitments) constitutes in a manner that would adversely impact the only circumstances under which ability of Parent or Merger Sub to consummate the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees Merger or that the Company will would otherwise be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled expected to use the statements and agreements of the Company in an Issuer Agreement against the Company.delay or impede

Financing Cooperation. If requested by Purchaser, the Company will provide the following cooperation in connection with the Purchaser obtaining any Permitted Loan: (a) subject to applicable LawEach of KKR and SemGroup shall, using and shall cause the Corporation to, use commercially reasonable efforts to (i) deposit such pledged Securities and/or Warrant Shares in book entry form arrange and to consummate the Debt Financing as soon as reasonably practicable after the date of this Agreement on the books of The Depository Trust Company when eligible to do so or (ii) without limiting terms described in the generality of sub-clause (i)Debt Commitment Letter, if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (b) if so requested by such lender or counterparty, as applicable, which shall include using commercially reasonable efforts to: (i) maintain in full force and effect the Debt Commitment Letter and to re-register negotiate and execute definitive agreements with respect to the pledged Securities and/or Warrant Shares Debt Financing on the terms contained in the name of Debt Commitment Letter (including any “flex” provisions applicable thereto) or, if applicable, on other terms not less favorable to KKR and SemGroup than those contained in the relevant lenderDebt Commitment Letter (including any “flex” provisions applicable thereto), counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only which terms shall not in any respect expand on the conditions to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment Debt Financing at the Debt Financing Closing or reduce the aggregate amount of the Purchase Price Debt Financing available to be funded on the date of the closing of the Debt Financing, except as may be specified in accordance with the terms of this Agreementthe Debt Commitment Letter (such definitive agreements are collectively the “Financing Agreements”); (ii) comply with the obligations of the Corporation under the Debt Commitment Letter (to the extent the failure to comply with such obligations would adversely impact the amount or timing of the Debt Financing or the availability of the Debt Financing at the Debt Financing Closing); (iii) satisfy on a timely basis all conditions in the Debt Commitment Letter and the Financing Agreements that are within each of their respective control; (iv) fully enforce the Corporation’s rights under the Debt Commitment Letter and Financing Agreements; (v) if the conditions to the Debt Financing have been satisfied, consummate the Debt Financing substantially concurrently with the Contribution Closing and the Meritage Closing, including a right for using commercially reasonable efforts to cause the Financing Sources and the other persons committing to fund the Debt Financing to fund such lender as a third party beneficiary Debt Financing at the Debt Financing Closing; (vi) at least four (4) business days prior to the date of the Company’s obligation under Article II Debt Financing Closing, providing all documentation and other information as is requested by the Corporation at least ten (10) business days prior to issue the Securities and/or Warrant Shares, as applicable, upon payment date of the Purchase Price therefor Debt Financing Closing which relates to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (vii) deliver to the Corporation the information relating to the proposed aggregate amounts of debt financing, together with assumed indicative interest rates and assumed fees and expenses related to the incurrence of such debt financing, for the transactions contemplated hereby no later than ten (10) Business Days prior to the Contribution Closing. (b) The Corporation shall provide to KKR and SemGroup prompt notice: (i) of any breach or threatened breach by any party of the Debt Commitment Letter and/or the Financing Agreements of which the Corporation becomes aware and that would reasonably be expected to adversely affect the timely availability or amount of the Debt Financing; (ii) of any termination or threatened termination of the Debt Commitment Letter and/or the Financing Agreements; (iii) of any material dispute or disagreement between or among any parties to the Debt Commitment Letter with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing to be funded at the Debt Financing Closing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing and/or the Financing Agreements); and (iv) if at any time for any reason the Corporation believes in good faith that it will not be able to obtain all or any portion of the Debt Financing contemplated by the Debt Commitment Letter, except to the extent such portion relates to a reduction of the commitments contained in such Debt Commitment Letter in accordance with the terms of this Agreement thereof. As soon as reasonably practicable, KKR and (e) such SemGroup shall provide any information reasonably requested by any other cooperation Party and assistance as the Purchaser may that is reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence available to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant SharesKKR or SemGroup, as applicable, relating to any circumstance referred to in Section 5.4(b)(i), (ii), (iii) or (iv). Each Party shall keep the other Parties informed on a reasonably current basis in reasonable detail of all material developments concerning the status of the Debt Financing, including efforts of KKR and/or SemGroup to arrange the Debt Financing and provide such other Parties with copies of the material definitive agreements for the Debt Financing and such other information and documentation available to them as collateral shall be reasonably requested by such other Parties for purposes of monitoring the progress of the financing activities. No Party shall permit any amendment, modification or supplement to be made to, or any waiver of, any provision or remedy under the Debt Commitment Letter and/or the Financing Agreements, if applicable, that expands on the conditions precedent to the lenders under such Permitted Loan and that funding of the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose Debt Financing on the Securities and/or Warrant Shares date of the Debt Financing Closing, as set forth in such agreements or that could otherwise reasonably be expected to materially impair, delay or prevent the transactions contemplated by this Agreement, without the prior written consent of each other Party (it being understood and (D) such Purchaser acknowledges and agrees agreed that, in any event, the Parties may amend the Debt Commitment Letter to add lenders, arrangers, bookrunners, agents, managers or similar entities that have not executed the Company will be relying on such certifications when entering into Debt Commitment Letter as of the Issuer Agreement and any inaccuracy thereof will be deemed a breach date of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company).

Financing Cooperation. If requested by PurchaserSilver Lake Kraftwerk, the Company will provide the following cooperation in connection with the Purchaser Silver Lake Kraftwerk obtaining any Permitted Loan: (ai) subject to applicable Law, using reasonable efforts to (i) facilitate deposit such pledged Securities and/or Warrant Shares of the Notes in book entry book-entry-only form on the books of at The Depository Trust Company when eligible to do so or as contemplated by the Indenture and (ii) without limiting the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (b) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter entering into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary the form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, attached hereto as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Exhibit C. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (xi) the Purchaser delivering to the Company a final copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (yii) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities Notes and/or Warrant Shares, as applicable, the underlying shares of Company Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable LawAgreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement contemplated by Section 4.10 are being assigned to the lenders under that Permitted Loan, (C) that an event Event of default Default (as contemplated by the Margin Loan Agreement (as defined in the Issuer Agreement)) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities Notes and/or Warrant Shares the underlying shares of Company Common Stock and a Coverage Event (as contemplated by the Margin Loan Agreement) constitutes circumstances under which the Purchaser may sell the Notes and/or the underlying shares of Company Common Stock in order to satisfy a margin call or repay a Permitted Loan, in each case to the extent necessary to satisfy a bona fide margin call on such Permitted Loan and that such provisions do not violate the terms of this Agreement, and (D) such the Purchaser acknowledges and agrees that the Company will be relying on such certifications certificate when entering into the Issuer Agreement and any inaccuracy thereof in such certificate will be deemed a breach of this Agreement. The Purchaser Parties acknowledge Silver Lake Kraftwerk acknowledges and agree agrees that the statements and agreements of the Company in any an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party Silver Lake Kraftwerk under this Agreement the applicable Purchaser Party Silver Lake Kraftwerk shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by PurchaserFrom the date hereof until the earlier of (a) the First Merger Effective Time or (b) the valid termination of this Agreement, each of the Acquiror and the Merger Subs agree to use reasonable efforts to cooperate with the Company will provide the following cooperation in connection with the Purchaser obtaining arrangement of any Permitted Loan: (a) subject to applicable LawPre-Closing Financing, using reasonable efforts to including by (i) deposit reasonably cooperating with the Company’s preparation of definitive financing documentation and the Schedules and exhibits thereto, in each case, customarily required to be delivered under such pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible to do so or definitive financing documentation, (ii) without limiting providing to the generality Company and its prospective sources of subPre-clause Closing Financing all reasonably necessary documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities iii) cooperating in book entry form on satisfying the books of The Depository Trust Company or other depository with customary restrictive legends, (b) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares conditions precedent set forth in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only definitive Pre-Closing Financing documentation to the extent the Purchaser satisfaction of such condition requires the cooperation of, or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Sharesis within the control of, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under , the Certificate of Designations and applicable Law (which agreement may includeAcquiror, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant SharesMerger Subs, as applicable; provided, however, that neither party shall be obligated to repay any Pre-Closing Financing of the other party without such first party’s express written consent; and provided, further, that any Pre-Closing Financing shall comply with the limitations set forth herein. Notwithstanding the foregoing, (A) such requested cooperation shall not (1) unreasonably interfere with the business or operations of Acquiror, (2) cause significant competitive harm to the relevant lender for crediting Acquiror if Transactions are not consummated or (3) result in the material contravention of, or that could reasonably be expected to result in, a material violation or breach of, or a default under, any Laws or under any Material Contract, (B) nothing in this Section 8.05 shall require cooperation to the relevant collateral accounts upon funding of extent that it would (1) cause any condition to the loan and payment of the Purchase Price Closing set forth in accordance with the terms Article IX to not be satisfied or (2) cause any breach of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II (C) Acquiror shall not be required to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e1) such pay any commitment or other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence similar fee prior to the contrary notwithstandingClosing, (2) deliver or obtain auditor comfort letters or opinions of internal or external counsel, (3) provide access to or disclose information where Acquiror determines that such access or disclosure could jeopardize the Company’s obligation to attorney-client privilege or contravene any Law or Contract, (4) deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering any audited financial statements to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates extent not already available, or (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information5) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the waive or amend any terms of this Agreement or applicable Lawany other Contract to which Acquiror is a party, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges none of Acquiror or its directors, officers or employees shall be required to execute, deliver or enter into, or perform any agreement, document or instrument, including any definitive agreements with respect to the Pre-Closing Financing that is not contingent upon the Closing or that would be effective prior to the First Merger Effective Time and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement directors and any inaccuracy thereof will be deemed a breach officers of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party Acquiror shall not be entitled required to use adopt resolutions approving the statements agreements, documents and agreements of instruments pursuant to which the Company Pre-Closing Financing is obtained, in an Issuer Agreement against each case which are effective prior to the CompanyClosing.

Financing Cooperation. If (a) Buyer shall: (i) use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or desirable, to (A) satisfy the conditions of the Commitment Letter that are within its control, (B) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter and (C) obtain at the Closing the debt financing contemplated by the Commitment Letter (the “Debt Financing”); and (ii) not amend, modify or terminate, or agree to amend, modify or terminate, the Commitment Letter without the prior written consent of the Designated Representative if such amendment, modification or termination would materially delay the Closing or materially and adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement; provided, however, that if funds in the amounts and on the terms set forth in the Commitment Letter become unavailable to Buyer on the terms and conditions set forth therein, Buyer shall use its commercially reasonable efforts to obtain alternative debt financing (the “Alternative Financing”) to the extent available in amounts and otherwise on terms and conditions no less favorable in the aggregate to Buyer than as set forth in the Commitment Letter; provided, that if Buyer proceeds with Alternative Financing, it shall be subject to the same obligations as set forth in this Section 5.14(a) with respect to the Debt Financing and the MBS Parties shall be subject to the same obligations as set forth in Section 5.14(b) with respect to the Debt Financing. Buyer shall keep the MBS Parties apprised of material and adverse developments relating to the Debt Financing and shall promptly notify the MBS Parties if the Debt Financing becomes unavailable in the manner contemplated in the Commitment Letter. Buyer shall provide to the MBS Parties copies of any commitment letter associated with a replacement Debt Financing or Alternative Financing as well as any amendment or waiver of any debt commitment letter (including the Commitment Letter) that is permitted hereunder. (b) At Buyer’s sole expense, the MBS Parties shall cause the Company and its Subsidiaries to, and shall use their reasonable best efforts to cause the respective Representatives of the Company and each of its Subsidiaries to, provide to Buyer all cooperation reasonably requested by Purchaser, the Company will provide the following cooperation Buyer that is necessary or reasonably required in connection with the Purchaser obtaining Debt Financing, including the following: (i) using reasonable best efforts to cause the Company’s senior officers and other Representatives to participate in meetings, presentations, road shows, due diligence sessions (including accounting due diligence sessions), drafting sessions and sessions with rating agencies; (ii) assisting with the preparation of appropriate and customary materials for rating agency presentations, offering documents, bank information memoranda and similar documents reasonably required in connection with the Debt Financing; (iii) using reasonable best efforts to assist with the preparation of any Permitted Loan: pledge and security documents, any loan agreement, currency or interest hedging agreement and other definitive financing documents on terms satisfactory to Buyer, or other certificates, or documents as may be reasonably requested by Buyer, provided that no obligation of the Company or any of its Subsidiaries under any such document or agreement shall be effective until the Closing; (iv) using reasonable best efforts to facilitate the pledging of collateral, provided that no pledge shall be effective until the Closing; (v) using reasonable best efforts to furnish on a confidential basis to Buyer and its financing sources, as promptly as practicable, financial and other pertinent information regarding the Company as may be reasonably requested by Buyer; (vi) providing (a) subject U.S. GAAP audited consolidated balance sheets and related statements of earnings, comprehensive income, shareholders’ equity and cash flows, for the most recent fiscal year ended at least 90 days prior to applicable Law, using reasonable efforts to (i) deposit such pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible to do so or (ii) without limiting the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legendsClosing Date, (b) if so requested by such lender or counterpartyU.S. GAAP unaudited consolidated balance sheets and related statements of earnings, as applicable, comprehensive income and cash flows for each subsequent fiscal month ended at least 30 days before the Closing Date; (vii) using commercially reasonable best efforts to re-register cause the pledged Securities and/or Warrant Shares Company’s independent accountants to cooperate with and assist Buyer in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely preparing customary and appropriate information packages and offering materials as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender prospective lenders may reasonably request for use in connection with such transactions the offering and/or syndication of debt securities, loan facilities and other matters contemplated by the Debt Financing; (viii) reasonably cooperating with any field exam or audit work in customary form for similar financings respect of the accounts receivable and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations inventory assets of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure its Subsidiaries; and certain acknowledgments regarding securities law status (ix) providing Buyer and any provider of the pledge arrangementsDebt Financing with all documentation and information required under applicable know your customer and anti-money laundering policies, rules and regulations; provided, that Buyer shall in include restrictions on Transfers of indemnify, defend and hold harmless the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstandingMBS Parties, the Company’s , its Subsidiaries and the respective directors, officers, employees and representatives of each of the foregoing from and against any liability or obligation to deliver an Issuer providers of the Debt Financing in connection with the Debt Financing, including any information provided in connection therewith; provided, further, that, notwithstanding anything in this Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of contrary, until the loan agreement for the Permitted Loan to which the Issuer Agreement relates (providedClosing occurs, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to neither the Company in writing that nor any of its Subsidiaries shall (A) the loan agreement with respect be required to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral pay any commitment or other fee related to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable LawDebt Financing, (B) have any liability or obligation under any loan agreement or any related document or any other agreement or document related to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, Debt Financing or (C) an be required to incur any other liability in connection with the Debt Financing, and in no event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and shall any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company fees and expenses referred to in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the CompanySection 5.14 constitute Transaction Expenses.

Financing Cooperation. If (a) Prior to the Effective Time, NIC shall, and shall cause the NIC Subsidiaries to, use its and their reasonable best efforts to, and shall direct its and their respective Representatives to, provide customary cooperation and customary financial information, in each case that is reasonably requested by PurchaserTyler in connection with any financing contemplated by the Commitment Letter (including for the avoidance of doubt, the Company will provide Initial Financing) (the following cooperation “Financing”) obtained or to be obtained by Tyler for the purpose of financing the Transactions or any transaction undertaken in connection therewith (it being understood and agreed that the receipt of any such financing is not a condition to the Merger or any of its other obligations under this Agreement), including by (i) furnishing, or causing to be furnished, to Tyler (x) audited consolidated balance sheets and related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for NIC for each of the three most recently completed fiscal years of NIC ended at least 90 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 (y) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for NIC (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 45 days before the Closing Date (provided neither NIC nor its advisors shall have any responsibility for preparing any pro forma financial statements or projections), and (ii) directing NIC’s and the NIC Subsidiaries’ independent accountants, as requested by Tyler, to consent to the use of their audit reports on the financial statements of NIC and the NIC Subsidiaries in any materials relating to the Financing or in connection with any filings made with the SEC or pursuant to the Securities Act or Exchange Act in connection with the Purchaser obtaining Financing and to provide any Permitted Loan: customary “comfort letters” (aincluding drafts thereof which such accountants are prepared to issue at the time of pricing and at closing of any offering or placement of the Financing) subject necessary and reasonably requested by Tyler in connection with any debt capital markets transaction comprising a part of the Financing and to applicable Lawparticipate in customary due diligence sessions; provided, using reasonable efforts however, that (A) no such cooperation shall be required to the extent it would (i) deposit such pledged Securities and/or Warrant Shares in book entry form on unreasonably disrupt the books conduct of The Depository Trust Company when eligible to do so or NIC’s business, (ii) without limiting require NIC or the generality of sub-clause (i)NIC Subsidiaries to incur any fees, if such Securities and/or Warrant Shares are eligible for resale under Rule 144Aexpenses, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legendsliability prior to the Effective Time for which it is not promptly reimbursed or simultaneously indemnified, (biii) if so requested by such lender be reasonably expected to cause any director, officer, or counterparty, as applicable, using commercially reasonable efforts employee of NIC or any NIC Subsidiary to re-register the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Sharesincur any personal liability, (civ) negotiating in good faith require NIC to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement waive or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and amend any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II (v) require NIC or any NIC Subsidiary to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request take any action that will not unreasonably disrupt conflict with or violate its organizational documents or any applicable Laws or would result in a violation or breach of, or default under, any material Contract to which NIC or any NIC Subsidiary is a party or otherwise bound, or (vi) require NIC to provide any information the operation disclosure of the Company’s business. Anything which, in the preceding sentence to the contrary notwithstandingreasonable good-faith judgment of NIC, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company prohibited or restricted by any confidentiality agreement with a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates Third Party or by applicable Law or is legally privileged (provided, however, that NIC shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such loan confidentiality agreement may or applicable Law or to allow for such access or disclosure to the maximum extent that would not jeopardize such legal privilege); and (B) NIC and the NIC Subsidiaries shall not be so delivered required to execute any credit or security documentation or any other definitive agreement (other than customary authorization letters) or provide any consent, instrument, certification or opinion or provide any (b) Tyler shall indemnify and hold harmless NIC, the NIC Subsidiaries, and their respective Representatives from and against any and all liabilities or losses suffered or incurred by them in connection with the Financing and any information utilized in connection therewith, except in the event such liabilities or losses arose out of or result from (i) the willful misconduct, gross negligence, or bad faith of NIC and the NIC Subsidiaries, or any of their respective Representatives, or (ii) any intentional material misstatement or omission in information provided in writing hereunder by or on a redacted basis to remove sensitive and/or identifying informationbehalf of NIC, the NIC Subsidiaries, or any of their respective Representatives for use in connection with the Financing (clauses (i) and (yii) collectively, the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer “Indemnity Exceptions”). If this Agreement is being delivered constitutes a Permitted Loan being entered into terminated pursuant to Section 8.1 for any reason, Tyler shall, promptly upon request by NIC, reimburse NIC and the NIC Subsidiaries for all reasonable and documented out-of-pocket costs actually incurred by NIC and the NIC Subsidiaries (including those of its Representatives) in accordance connection with taking action required or requested by Tyler pursuant to this AgreementSection 6.15, other than those arising out of or resulting from the Indemnity Exceptions. For the avoidance of doubt, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements provisions contained in this Section 6.15 represent the sole obligation of NIC, the NIC Subsidiaries and agreements their respective Affiliates and Representatives with respect to cooperation in connection with the arrangement of the Company Financing and no other provision of this Agreement (including the Exhibits and the NIC Disclosure Letter) shall be deemed to expand or modify such obligations. (c) To the extent that any of the “Bridge Loans”, “Takeout Securities”, or “Takeout Loans” (each as defined in the Commitment Letter) are not available to Tyler and/or Merger Sub at or prior to the Closing, each of Tyler and Merger Sub shall use reasonable best efforts to do, or cause to be done, all things necessary to arrange and obtain proceeds of the Initial Financing in an amount that when aggregated with cash and cash equivalents on hand that is available to Tyler will be sufficient to consummate the Transactions set forth in this Agreement as promptly as reasonably practicable on the terms and conditions described in the Commitment Letter (including the “flex” provisions contained in any Issuer Agreement are solely for fee letters) or on other terms and conditions agreed by Tyler and the benefit Financing Sources, and consented to by NIC including by using reasonable best efforts to: (i) maintain in effect the Commitment Letter, subject to the modifications permitted hereunder; (ii) negotiate as promptly as possible, and enter into, definitive agreements relating to the Initial Financing at or prior to the Closing (including, as necessary, the “flex” provisions contained in any fee letters); (iii) satisfy (or obtain a waiver thereof) and to cause their Representatives to satisfy, on a timely basis all conditions applicable to Tyler, Merger Sub or their respective Representatives in the Commitment Letter to the extent the failure to satisfy such conditions would adversely impact the timing of the applicable lenders party thereto and that in any dispute between Closing or the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements availability at Closing of sufficient aggregate proceeds of the Company Initial Financing to consummate the Transactions, in an Issuer Agreement against each case only to the Companyextent within their respective control; (4) assuming that all conditions contained in the Commitment Letter have been satisfied or waived, cause the Initial Financing to be consummated at or prior to the Closing; and (5) enforce its rights under the Commitment Letter. Tyler shall respond promptly to any requests from NIC for information on the status of Tyler’s efforts to arrange the Financing.

Financing Cooperation. If requested by Purchaser(a) Prior to Closing, upon the request of Rice, the Vantage Sellers, Vantage I, Vantage II and the Company will provide the following cooperation shall, and shall cause their respective Subsidiaries and Representatives to, use commercially reasonable efforts to cooperate reasonably in connection with the Purchaser obtaining any Permitted Loan: (a) subject to applicable LawDebt Financing, including using commercially reasonable efforts to to: (i) deposit such pledged Securities and/or Warrant Shares cause management teams of Vantage I and Vantage II, with appropriate seniority and expertise, to participate in book entry form on the books of The Depository Trust Company when eligible to do so or meetings, due diligence sessions and rating agency presentations and road shows, if any, (ii) without limiting prepare and furnish to Rice the generality Required Information; (iii) assist in the preparation of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legendspro forma financial information, (biv) if so requested by such lender or counterpartycooperate reasonably with any due diligence, as applicable, to the extent customary and reasonable (including using commercially reasonable efforts to re-register make available representatives of Netherland, Xxxxxx & Associates, Inc., Xxxxxx & Company, Inc. or other relevant independent reserve engineers of Vantage I, Vantage II, the pledged Securities and/or Warrant Shares Company and their respective Subsidiaries); (v) assist in the name amendment or novation of any of Derivative Transaction of Vantage I, Vantage II or their respective Subsidiaries, in each case, on terms that are reasonably requested by the Rice; provided that no obligation of Vantage I or Vantage II or their respective Subsidiaries under any such amendments or novations shall be effective until the Closing Date; (vi) furnish promptly all documentation and other information required by any Governmental Entity or as reasonably requested by any financing source under applicable “know your customer” or anti-money laundering rules and regulations, including the PATRIOT Act, (vii) execute and deliver any definitive financing documents, including any necessary pledge and security documents, as reasonably requested by Rice and otherwise facilitating the pledging of collateral in connection with the Debt Financing, including taking reasonable actions necessary to permit the Financing Sources to evaluate Vantage I’s, Vantage II’s and their respective Subsidiaries’ assets 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 providing customary title information; provided that no obligation of Vantage I, Vantage II or any of their respective Subsidiaries under any such definitive financing documents, including any pledge and security documents, shall be effective until the Closing Date; and (viii) seek to obtain customary payoff letters, lien terminations and releases and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of all indebtedness and release of liens contemplated by any repayment or refinancing of such indebtedness to be paid off, discharged and terminated on the Closing Date; provided that the documents in respect of such arrangements contemplated by this clause (viii) shall not need to be effective until the Closing Date. (b) In addition, in the event that Rice intends to consummate a capital markets debt financing, the Vantage Sellers, Vantage I, Vantage II and the Company shall, and shall cause their respective Subsidiaries and Representatives to use commercially reasonable efforts to provide all customary cooperation (including providing reasonably available financial and other information regarding Vantage I, Vantage II, the Company and their respective Subsidiaries for use in marketing and offering documents and to enable Rice to prepare pro forma financial statements) as reasonably requested by Rice to assist Rice in the arrangement of such financing for the purposes of financing the payment of the relevant lender, counterparty, custodian or similar party Cash Consideration and other amounts contemplated to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, be paid by this Agreement. (c) negotiating Notwithstanding anything in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or to the Company’s obligations under contrary, the Certificate of Designations Vantage Sellers, Vantage I, Vantage II and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating shall be deemed to procedures have complied with Section 6.17(a) and specified time periods for effecting transfers and/or conversions upon foreclosureSection 6.17(b) unless and until Rice shall have delivered written notice to Vantage Sellers of such breach, agreements to not hinder or delay exercises which notice shall detail the circumstances of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangementssuch breach, and Vantage Sellers shall in include restrictions on Transfers have failed to cure such breach within a reasonable period of time after the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), Vantage Sellers receive such notice. (d) entering into customary triparty agreements Notwithstanding the foregoing, (A) such requested cooperation shall not unreasonably interfere with each lender and any applicable Purchaser relating to the delivery business or ongoing operations of the Securities and/or Warrant SharesVantage Sellers, as applicableVantage I, Vantage II, the Company or their respective Subsidiaries, (B) such requested cooperation shall not require the Vantage Sellers to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the waive or amend any terms of this Agreement, including a right for such lender as a third party beneficiary (C) none of the Company’s Vantage Sellers, Vantage I, Vantage II, the Company or their respective Affiliates shall be obligated to adopt resolutions or execute consents to approve or authorize the Debt Financing prior to Closing, (D) no obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor Vantage Sellers, Vantage I, Vantage II, the Company or their respective Subsidiaries under any certificate, document or instrument of any financing shall be effective until the Closing, (E) none of the Vantage Sellers, Vantage I, Vantage II, the Company or their respective Affiliates shall be required to pay any commitment or similar fee or incur any other liability in accordance connection with the terms arrangement of any Debt Financing prior to the Closing, (F) any information required to be provided pursuant to this Agreement Section 6.17 shall be reasonably available to the Vantage Sellers, Vantage I, Vantage II, the Company or their respective Subsidiaries and (G) such requested cooperation shall not require the Vantage Sellers, Vantage I, Vantage II, the Company or their respective Subsidiaries to take any action that would conflict with any applicable law, the organizational documents of any of the foregoing or result in the contravention of, or would reasonably be expected to result in the violation or breach of, or default under, any material contract to which any of the foregoing is a party. (e) such other cooperation Rice shall, promptly upon written request by the Vantage Sellers, reimburse the Vantage Sellers for any and assistance as all reasonable and customarily documented out-of-pocket costs and expenses incurred, paid or payable by the Purchaser may reasonably request that will not unreasonably disrupt the operation Vantage Sellers or their Affiliates and directors, managers, officers, members, employees, agents, representatives and advisors of the Company’s business. Anything Vantage Sellers and such Affiliates (collectively, the “Seller Related Parties”) in connection with their respective obligations regarding the preceding sentence Debt Financing. (f) Rice shall indemnify and hold harmless the Seller Related Parties from and against any and all claims and losses suffered or incurred by any of them in connection with the Debt Financing and any information used in connection therewith, provided, however that the foregoing shall not apply to the contrary notwithstandingwillful misconduct or gross negligence of any Seller Related Party. (g) Vantage I, Vantage II and the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering Company hereby consent to the Company a copy use of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (providedtrademarks, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) service marks and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreementlogos of Vantage I, the Purchaser has pledged the Securities and/or Warrant SharesVantage II, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement their respective Subsidiaries in connection with the applicable Purchaser Party shall not be entitled to use arrangement of financing and repayment or refinancing of indebtedness in connection with the statements and agreements of the Company in an Issuer Agreement against the Company.Transactions..

Financing Cooperation. If requested by PurchaserTo the extent necessary to consummate the Offer and the Merger, Parent and Merger Sub, as applicable, shall use, and shall cause its Subsidiaries to use, their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Company will provide proceeds of the following cooperation Equity Financing on the terms and as described in connection with the Purchaser obtaining any Permitted LoanEquity Commitment Letter, including executing and delivering all such documents and instruments as may be reasonably required thereunder and using (and causing its Subsidiaries to use) their respective reasonable best efforts to: (a) subject to applicable Law, using reasonable efforts to (i) deposit such pledged Securities and/or Warrant Shares comply with and maintain in book entry form on effect the books of The Depository Trust Company when eligible to do so or (ii) without limiting Equity Financing and the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, Equity Commitment Letter; (b) if so requested satisfy, or direct their respective Representatives to satisfy, as promptly as practicable and on a timely basis all conditions to the Equity Financing contemplated by the Equity Commitment Letter that are within its reasonable control; (c) comply with its obligations under the Equity Commitment Letter to the extent the failure to comply with such lender obligations would adversely impact the amount or counterpartytiming of the Equity Financing or the availability of the Equity Financing prior to the Acceptance Time; and (d) enforce its rights under the Equity Commitment Letters to the extent that the failure to enforce would adversely impact the amount or timing of the Equity Financing or the availability of the Equity Financing at the Acceptance Time. Parent and Merger Sub, as applicable, using commercially reasonable efforts shall not agree to re-register or permit any amendment, supplement, termination, modification or replacement of, or grant any waiver of, any condition, remedy or other provision under any Equity Commitment Letter that would adversely impact the pledged Securities and/or Warrant Shares in the name amount or timing of the relevant lender, counterparty, custodian Equity Financing or similar party to a Permitted Loan, solely as securities intermediary and only the availability of the Equity Financing prior to the extent Acceptance Time, without the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations prior written consent of the Company relating and if such written consent is granted Parent shall promptly deliver a copy thereof to procedures the Company and specified time periods for effecting transfers and/or conversions upon foreclosurereferences herein to “Equity Commitment Letter” shall include and mean such document as amended, agreements to not hinder supplemented, modified, replaced or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangementswaived in compliance with this Section 5.15, and references to “Equity Financing” shall include and mean the financing contemplated by the Equity Commitment Letter as amended, supplemented, modified, replaced or waived in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent compliance with this Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares5.15, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. ‌ (a) If requested by a Purchaser, the Company will provide the following cooperation in connection with the such Purchaser obtaining any Permitted LoanLoan or Permitted Debt Financing Transaction: (ai) subject to applicable Lawlaw, using reasonable efforts to (iA) deposit removing any restrictive legends on certificates representing pledged Notes or Additional Securities, as applicable, and depositing such pledged Notes or Additional Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible to do so or (iiB) without limiting the generality of sub-clause (iA), following the first anniversary of the Closing (in the case of the Notes) or if such Securities and/or Warrant Shares are Note or any Additional Security is eligible for resale under Rule 144A, depositing such pledged Securities Note or Additional Security in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (bii) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares Note or Additional Security in the name of the relevant lender, counterparty, custodian or similar party to a Permitted LoanLoan or Permitted Debt Financing Transaction, with respect to Permitted Loans solely as securities intermediary and only to the extent the such Purchaser or its Affiliates continues to beneficially own Beneficially Own such pledged Securities and/or Warrant SharesNote or Additional Security, (ciii) negotiating in good faith to enter entering into an issuer agreement (an “Issuer Agreement”) with each lender in reasonable and customary form in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarilyshall include,‌ without limitation, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements, ) and shall in include restrictions on Transfers of with such additional terms as are reasonably requested by such lender and not inconsistent with the pledged Securities and/or Warrant Shares consistent with Section 5.07(c))Company’s obligations under the Indenture and applicable law and reasonably acceptable to the Company, (div) entering into customary triparty agreements with each lender and any applicable such Purchaser relating to the delivery of the Notes, Additional Securities and/or Warrant Shares, as applicable, shares of the Company Common Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, purchase price including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Notes, Additional Securities and/or Warrant Shares, as applicable, shares of Company Common Stock upon payment of the Purchase Price purchase price therefor in accordance with the terms of this Agreement and (ev) such other cooperation and assistance as the such Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s businessbusiness or impose any material burdens on the Company. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x1) the such Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y2) the such Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the such Purchaser has pledged the Notes, Additional Securities and/or Warrant Shares, as applicable, the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable LawAgreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement Article V are being assigned to the lenders under that Permitted Loan, (C) an event Event of default Default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Notes, Additional Securities and/or Warrant Shares the underlying shares of Company Common Stock and a Market Value Cure (Das defined in the applicable margin loan agreement) constitutes circumstances under which such Purchaser acknowledges and agrees that may sell the Notes, Additional Securities and/or the underlying shares of Company will be relying Common Stock in order to satisfy a margin call or repay a Permitted Loan, in each case to the extent necessary to satisfy a bona fide margin call on such certifications when entering into Permitted Loan and that such provisions do not violate the Issuer Agreement and any inaccuracy thereof will be deemed a breach terms of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.and

Financing Cooperation. If requested by Purchaser, the Company will provide the following cooperation in connection with the Purchaser obtaining any Permitted Loan: (a) subject The Buyer shall use its reasonable best efforts to applicable Lawtake, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letters (including any market flex provisions in the Fee Letter), including using reasonable best efforts to take, or causing to be taken, all actions necessary to (i) deposit such pledged Securities and/or Warrant Shares comply with its obligations under the Debt Commitment Letters, (ii) maintain in book entry form full force and effect the Debt Commitment Letters until the funding of the Debt Financing at the Closing, (iii) satisfy (or obtain the waiver of) all conditions set forth in the Debt Commitment Letters within its control in a timely manner, (iv) negotiate and enter into definitive agreements with respect thereto on the books terms and conditions contemplated by the Debt Commitment Letters (including any market flex provisions in the Fee Letter), (v) enforce (including through litigation) its rights under the Debt Commitment Letters and (vi) in the event that the conditions set forth in the Debt Commitment Letters are satisfied and the Buyer is required to consummate the Closing pursuant hereto, to cause the Debt Financial Sources to fund the commitments under the Debt Commitment Letters. (b) If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letters, the Buyer shall use its reasonable best efforts to arrange alternative financing in an amount sufficient to fund the transactions contemplated hereby on terms and conditions not materially less favorable, in the aggregate, to the Buyer than the terms and conditions under the Debt Commitment Letters as of the date hereof (the “Alternate Financing”), and to obtain, and, if obtained, to provide the Seller with a copy of, a new financing commitment (the “New Financing Commitment”). In such event, the term “Debt Financing” as used in this Agreement shall be deemed to include any available portion of the prior Debt Financing and the Alternate Financing, and the term “Debt Commitment Letters” as used in this Agreement shall be deemed to include any commitment letters and fee letters entered into with respect to any Alternate Financing. Except with respect to any redactions consistent with redactions permitted in Section 3.10, Buyer shall promptly deliver to the Seller’s true and complete copies of any commitment letters and fee letters, or any definitive agreements, entered into with respect to any Alternate Financing at or prior to the Closing. (c) The Depository Trust Buyer shall keep the Seller and the Company when eligible informed with respect to do so the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give the Seller and the Company prompt notice of any material change with respect to such Debt Financing (or Alternate Financing). Without limiting the foregoing, the Buyer agrees to notify the Seller promptly, and in any event within two (2) Business Days, if at any time (i) the Debt Commitment Letters shall expire or be terminated for any reason or the Buyer obtains Knowledge of any breach by any party of any Debt Commitment Letter to the extent it would impair or materially delay the Closing or result in insufficient financing to consummate the transactions contemplated by this Agreement, (ii) any financing source that is a party to the Debt Commitment Letters notifies the Buyer that such source no longer intends to provide its commitment of the Debt Financing to the Buyer on the terms set forth therein, or (iii) for any reason the Buyer no longer believes in good faith that it will be able to obtain all or any portion of the Debt Financing. Notwithstanding the foregoing, the Buyer shall not be required to disclose any information that is subject to the attorney client or work-product privilege or the disclosure of which would result in the breach of the Buyer’s confidentiality provisions set forth in the Debt Commitment Letters. The Buyer shall not, and shall cause its Affiliates not to, (i) without the prior written consent of the Seller, take or fail to take any action or (ii) other than with respect to any transactions by Buyer or any of its Affiliates currently in process and described to Seller prior to the date hereof or otherwise made in the ordinary course of business, enter into any transaction, including any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing that would reasonably be expected to impair, delay or prevent the consummation of the Debt Financing contemplated by the Debt Commitment Letters. (d) The Buyer shall not amend, waive, modify or otherwise alter, or agree in writing to amend, waive, modify or alter, the Debt Commitment Letters without the prior written consent of the Seller to the extent that such amendment or alteration would (x) reduce the aggregate amount to be funded under the Debt Financing on the Closing Date below an amount sufficient to fund the transactions contemplated hereby or (y) impose new or additional conditions or otherwise expand, amend or modify the conditions precedent to funding of the Debt Financing at the Closing in a manner which could reasonably be expected to prevent or delay or impair the ability of the Buyer to consummate the transactions contemplated by this Agreement at the Closing. Without limiting the generality foregoing, the Buyer may amend, supplement, modify or replace the Debt Commitment Letters as in effect as of sub-clause the date of this Agreement to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement. (e) Prior to the Closing, the Seller shall, and shall cause the Company and its and their respective officers, employees and advisors to provide the Buyer such cooperation and documents as may be reasonably requested by the Buyer from time to time to assist the Buyer in consummating the Debt Financing, including by: (i)) furnishing the Buyer within a reasonable timeframe the Required Financial Information and, if such Securities and/or Warrant Shares are eligible for resale under Rule 144Ato the extent customary and reasonable and not unreasonably interfering with the conduct of the Seller’s business or the Business, depositing such pledged Securities other financial and other pertinent information regarding the Company Securities, the Business, and the assets and operations of the Business; (ii) participating in book entry form a reasonable number of management and other meetings, conference calls, presentations, and sessions with rating agencies and sessions with Debt Financing Sources or prospective lenders on reasonable advance notice and during normal business hours and cooperating in marketing efforts, including providing customary authorization letters or management representation letters (including customary 10b-5 letters) with respect to the books financial statements and financial information of The Depository Trust the Company or to the Debt Financing Sources as contemplated by the Debt Commitment Letter; (iii) furnishing the Buyer no later than three (3) Business Days prior to the Closing with all documentation and other depository with customary restrictive legends, (b) if so information reasonably requested by such lender or counterpartythe Buyer in writing at least ten (10) Business Days prior to the Closing Date which are required by any applicable Governmental Entity with respect to the Debt Financing under applicable “know your customer” and Anti-Money Laundering Laws, including the PATRIOT Act; (iv) assisting in the delivery and execution of definitive financing documentation (including customary officer’s certificates and corporate resolutions, as applicable) and, using commercially reasonable efforts if requested by the Buyer, facilitating the execution and delivery at the Closing of such documentation (provided that all such authorization, execution and delivery shall be deemed to re-register become effective only if and when the pledged Securities and/or Warrant Shares Closing occurs); provided that, except as set forth in clause (vi) below, none of Seller and its Affiliates shall be required to execute any credit or security documentation or any other definitive agreement or provide any indemnity, certificate or legal opinion that becomes effective prior to the Closing; (v) providing (A) materials, data and other information reasonably necessary to prepare mortgages covering the Company Securities, (B) title information for the assets underlying the Business that is available to the Seller and (C) information necessary to complete customary environmental reviews and questionnaires required by the Buyer’s financing sources; and (vi) assisting and facilitating the pledging of security interests in the name Company Securities (including by reasonably cooperating to permit the Buyer’s financing sources to evaluate the Company Securities) and the Company’s assets and the release and termination of any existing liens in or security interests on the relevant lenderCompany Securities, counterpartyand, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent required by the Purchaser Debt Commitment Letters, Company assets, in each case, with effect as of or following the Closing; provided that, no such cooperation of the Seller or the Company shall be required to the extent it would (A) unreasonably disrupt the conduct of Seller’s or its Affiliates continues to beneficially own such pledged Securities and/or Warrant SharesAffiliates’ business or the Business, (cB) negotiating in good faith be reasonably expected to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement cause any director, officer or the Company’s obligations under the Certificate employee of Designations and applicable Law (which agreement may include, primarily, agreements and obligations Seller or any of the Company relating its Affiliates to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c))incur any personal liability, (dC) entering into customary triparty agreements with each lender and require Seller to waive or amend any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including (D) cause any default or misrepresentation under this Agreement, (E) violate any applicable Law, contractual obligation or Organizational Documents of Seller or the Company or (F) require Seller to provide any information if Seller determines, in its reasonable judgment, that doing so would violate any applicable Law, Order or a right for such lender as Contract or obligation of confidentiality owing to a third party beneficiary non-affiliated Person or jeopardize the protection of an attorney-client privilege; and provided, further, that until the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstandingClosing occurs, the Company’s obligation to deliver an Issuer Agreement is conditioned on Company shall (x) the Purchaser delivering not have any liability or any obligation under any agreement or document related to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) Debt Financing and (y) not be required to incur any liability in connection with the Purchaser certifying Debt Financing unless promptly reimbursed or satisfactorily indemnified by the Buyer. The Seller, including on behalf of the Company, hereby consents to the Company in writing that (A) customary use of the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements logos of the Company in connection with any Issuer Agreement are solely for Debt Financing. (f) The Seller shall, and shall cause the benefit Company to, use reasonable best efforts to promptly supplement any information provided pursuant to this Section 4.22 to the extent that any such information, to the Knowledge of the applicable lenders party thereto Seller and that Company, when taken as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not materially misleading. (g) The Buyer shall indemnify and hold harmless the Seller and its Affiliates from and against any dispute between the Company and all losses, damages, claims, costs or expenses suffered or incurred by any Purchaser Party of them in connection with its performance of its obligations under this Agreement Section 4.22 or in connection with the applicable Purchaser Party shall not be entitled Debt Financing, in each case other than to use the statements and agreements extent any of the Company foregoing arises from the bad faith, gross negligence or wilful misconduct of, or breach of this Section 4.22 by, the Seller or its Affiliates. Notwithstanding anything herein to the contrary, (i) the condition set forth in an Issuer Agreement against Section 6.1(c)(i), as it applies in respect of the CompanySeller’s obligations under this Section 4.22, shall be deemed satisfied unless Seller has knowingly and wilfully breached its obligations under this Section 4.22 and which such breach directly resulted in the Buyer not being able to obtain the Debt Financing.

Financing Cooperation. If requested by Purchaser, the Company will provide the following cooperation in connection with the Purchaser obtaining any Permitted Loan: (a) Each of the Parent and the Purchaser shall use, and shall cause its Affiliates to use, reasonable best efforts to take, or cause to be taken, all actions and use reasonable best efforts to do, or cause to be done, all things necessary, to consummate and obtain the Financing at or prior to the Acceptance Time, or if a Conversion Event shall have occurred, the Closing, on the terms and subject only to applicable Lawthe conditions (including the market flex provisions) set forth in the Financing Letters, including using reasonable best efforts to (i) deposit such pledged Securities and/or Warrant Shares maintain in book entry form on effect the books of The Depository Trust Company when eligible to do so or Financing Letters, (ii) without limiting negotiate and enter into definitive agreements with respect to the generality of sub-clause Debt Financing on the terms and subject only to the conditions (iincluding the market flex provisions) set forth in the Debt Commitment Letter (or on terms not materially less favorable to the Parent or the Purchaser than the terms and conditions (including market flex provisions) set forth in the Debt Commitment Letter), (iii) satisfy (and cause its Affiliates to satisfy) on a timely basis all conditions applicable to the Parent and its Affiliates in the Financing Letters and the definitive agreements related thereto at or prior to the Acceptance Time, or if a Conversion Event shall have occurred, the Closing, (iv) enforce its rights under the Financing Letters (provided that, notwithstanding anything to the contrary contained in this Agreement, neither the Parent nor the Purchaser shall be required to commence any legal Proceeding against any Debt Financing Source under the Debt Commitment Letter) and (v) comply with its covenants and other obligations under the Financing Letters. The Parent and the Purchaser shall not, without the prior written consent of the Company, agree to or permit any amendment or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such Securities and/or Warrant Shares are eligible for resale amendment, modification or waiver would (A) reduce the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount) or (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions to the Financing, or otherwise expand, amend or modify any other provision of the Financing Letters, in each case, in a manner that could reasonably be expected to delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) at or prior to the Acceptance Time, or if a Conversion Event shall have occurred, the Closing. The Parent shall promptly deliver to the Company true and complete copies of any amendment, modification or waiver to or under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, any Financing Letter. (b) Upon request of the Company, the Parent shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing. The Parent and the Purchaser shall give the Company prompt notice (i) of any breach, default, termination or repudiation by any party to any of the Financing Letters or definitive documents related to the Financing of which the Parent or the Purchaser becomes aware, (ii) of the receipt of any written notice or other written communication from any Financing source with respect to any breach, default, termination or repudiation by any party to any of the Financing Letters or any definitive document related to the Financing or any provisions of the Financing Letters or any definitive document related to the Financing, and (iii) of the occurrence of an event or development that could reasonably be expected to delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) at or prior to the Acceptance Time, or if so a Conversion Event shall have occurred, the Closing. As soon as reasonably practicable, but in any event within five (5) Business Days after the date the Company delivers to the Parent or the Purchaser a written request, the Parent and the Purchaser shall provide any information reasonably requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements any circumstance referred to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status in the immediately preceding sentence. If any portion of the pledge arrangementsDebt Financing becomes unavailable on the terms and conditions (including any applicable market flex provisions) contemplated by the Debt Commitment Letter, and shall in include restrictions on Transfers such portion is required to fund any portion of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c))Offer Price or the Merger Consideration or any fees, (d) entering into customary triparty agreements with each lender expenses and any applicable Purchaser relating other amounts contemplated to be paid by the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as Parent or the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence pursuant to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Parent and the Purchaser has pledged shall use their reasonable best efforts to arrange and obtain in replacement thereof, and negotiate and enter into definitive agreements with respect to, alternative financing from alternative sources in an amount sufficient to consummate the Securities and/or Warrant SharesTransactions with terms and conditions (including market flex provisions) not materially less favorable to the Parent and the Purchaser (and their respective Affiliates) than the terms and conditions set forth in the Debt Commitment Letter, as applicable, promptly as collateral practicable following the occurrence of such event. The Parent shall deliver to the lenders under Company true and complete copies of all material contracts or agreements (including Redacted Fee Letters) pursuant to which any such Permitted Loan and that alternative source shall have committed to provide any portion of the execution of such Permitted Loan and the terms thereof do not violate the terms Debt Financing. For purposes of this Agreement or applicable LawSection 6.12, (B) references to the extent applicable“Financing” shall include the financing contemplated by the Financing Letters as permitted to be amended, whether the registration rights under the Registration Rights Agreement are being assigned modified or replaced by this Section 6.12 and references to the lenders under that Permitted Loan“Debt Commitment Letter” shall include such documents as permitted to be amended, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of modified or replaced by this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the CompanySection 6.12.

Financing Cooperation. (a) If requested by Purchasera member of the KKR Shareholder Group, the Company Topco will provide the following cooperation in connection with the Purchaser obtaining granting of any Permitted LoanPledge: (ai) entering into (or causing the relevant member(s) of the Group to enter into) an issuer agreement (an “Issuer Agreement”) with each lender in customary form in connection with such transactions (which agreement may include, without limitation, agreements and obligations of Topco (or the relevant Group member, as the case may be) relating to procedures and specified time periods for effecting Transfers upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities Law status of the pledge arrangements and, with respect to Transfers in connection with a foreclosure, pre-agreed lists of competitors for purposes of Clause 5.9(a)(ii), criteria for compliance with the specifications set forth in Clause 5.9(a)(v) and relevant documentation (including forms thereof) for purposes of the requirements of Clause 5.9(b)) and, subject to applicable Lawthe consent of Topco (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using commercially reasonable efforts to (i) deposit such remove any restrictive legends on certificates representing pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible to do so or (ii) without limiting the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legendsso, (biii) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the registering pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted LoanPledge, solely as securities intermediary and only to the extent a member of the Purchaser or its Affiliates KKR Shareholder Group continues to beneficially own such pledged Securities and/or Warrant Shares(it being understood that, (c) negotiating notwithstanding anything to the contrary in good faith to enter into an issuer agreement (an “Issuer this Agreement”) with each lender in connection with , any such transactions in customary form for similar financings and re-registration shall not inconsistent with this Agreement or decrease the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations Equity Percentage of the Company relating KKR Shareholder Group hereunder nor cause such lender or counterparty to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)be considered a Shareholder hereunder), (div) entering into customary triparty agreements with each lender and any applicable Purchaser one or more members of the KKR Shareholder Group relating to the delivery of the any Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, purchase price including a right for such lender as a third party beneficiary of Topco’s (or the Company’s obligation relevant Group member’s) obligations under Article II the relevant purchase agreement to issue the relevant Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price purchase price therefor in accordance with the terms of such purchase agreement and this Agreement and (ev) such other cooperation and assistance as the Purchaser KKR Shareholder Group may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirement that Topco deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the CompanyTopco’s business. Anything Notwithstanding anything to the contrary in the preceding sentence to sentence, Topco’s (or the contrary notwithstanding, the Company’s relevant Group member’s) obligation to deliver an Issuer Agreement is conditioned on the KKR certifying to Topco (x) or the Purchaser delivering to the Company a copy relevant member of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying informationGroup) and (y) the Purchaser certifying to the Company in writing that (A) the loan pledge agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan Pledge being entered into in accordance with this Agreement, the Purchaser Investor has pledged the relevant Securities and/or Warrant Shares, as applicable, as collateral to the lenders under the loan or other financing arrangement to which such Permitted Loan Pledge relates and that the execution of such Permitted Loan Pledge and the terms thereof do not violate the terms of this Agreement or applicable LawAgreement, (B) to the extent applicable, whether the registration rights under the Registration Related Rights Agreement are being assigned to the lenders under that Permitted Loan, Pledge and (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser Rainbow Capital acknowledges and agrees that Topco (or the Company relevant Group member) will be relying on such certifications certificate when entering into the Issuer Agreement and any inaccuracy thereof in such certificate will be deemed a breach of this Agreement. The Purchaser Parties acknowledge KKR Shareholder Group acknowledges and agree agrees that the statements and agreements of Topco (or the Company relevant member of the Group) in any an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between Topco (or such member of the Company Group, as the case may be) and any Purchaser Party the KKR Shareholder Group under this Agreement the applicable Purchaser Party KKR Shareholder Group shall not be entitled to use the statements and agreements of Topco (or such member of the Company Group, as the case may be) in an Issuer Agreement against Topco (or such member of the CompanyGroup, as the case may be). (b) If requested by a member of the KKR Shareholder Group, Topco and each other Shareholder shall consider in good faith any amendments to this Agreement proposed by such lender or counterparty as necessary to facilitate the consummation of a Permitted Pledge, and Topco and each other Shareholder shall consent to any such amendment that is not adverse in any material respect to the interests of Topco or such other Shareholder, as applicable (as determined in good faith by the Topco or the relevant Shareholder, as the case may be).

Financing Cooperation. If The Stockholders agree to cause the Companies and the Company Subsidiaries, as applicable, to, cooperate with Acquiror, at Acquiror’s sole cost, in connection with Acquiror’s financing of the transactions contemplated in this Agreement, all as reasonably requested by PurchaserAcquiror, and in each case provided that such requested cooperation does not interfere in any material respect with the Stockholders’ efforts to prepare for Closing or with the ongoing operations of the Companies and the Company Subsidiaries. Such cooperation may include, among other things, (A) participating in meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with rating agencies, (B) furnishing Acquiror and its financing sources with financial and other pertinent information regarding the Companies and the Company Subsidiaries as may be reasonably requested by Acquiror, (C) cooperating with Acquiror and its financing sources in their activities relating to the preparation of any offering document for any such financing to be raised to complete the transactions contemplated hereby, materials for rating agency presentations, and any similar documents, (D) forming, effective at Closing, or as promptly as practicable prior to Closing, additional entities to serve as direct and/or indirect Subsidiaries of any of the Companies or Designated Subsidiaries, (E) executing documents as may be reasonably requested by Acquiror, provided that such agreements are not effective until concurrent with or immediately following Closing and do not and will provide not result in any actual or potential liability to any of the following cooperation Stockholders, Management Holdco or any of the Management Subsidiaries or any the foregoing entities’ Affiliates (other than the Companies and the Designated Subsidiaries), (F) requesting, and using commercially reasonable efforts, at Acquiror’s sole cost and expense, to obtain, estoppel certificates from landlords and other third parties (it being understood and agreed by Acquiror that receipt of any such requested estoppel certificates is not a condition of Closing), and (G) cooperating with Acquiror’s efforts in connection with the Purchaser obtaining repayment or defeasance of any Permitted Loan: indebtedness of the Companies or any of the Designated Subsidiaries as of the Closing, including delivering (aand/or revoking if not prohibited by terms of the applicable agreement) subject to applicable Lawsuch payoff, using reasonable efforts to (i) deposit such pledged Securities and/or Warrant Shares in book entry form on defeasance or similar notices under any existing mortgage or mezzanine loans of the books of The Depository Trust Company when eligible to do so Companies or (ii) without limiting the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (b) if so any Designated Subsidiary as reasonably requested by Acquiror (it being understood and agreed, by Acquiror, that if the Companies and Company Subsidiaries deliver any such lender notice and Acquiror subsequently fails to repay, defease or counterparty, take whatever other action was required as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares in the name a result of the relevant lendernotice having been given, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to within the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations timeframe therefor under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangementsrelevant documents, and shall in include restrictions on Transfers the failure was not caused by a breach by the Stockholders of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating material obligation required of any of them pursuant to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary then Acquiror will indemnify the Stockholders, the Companies and the Company Subsidiaries from and against all fees, costs and expenses resulting from the giving of the Companynotice and/or the failure to act, and, if the underlying loan obligation becomes due and payable prior to its scheduled maturity Acquiror further will provide or arrange for, at Acquiror’s obligation under Article II sole cost, substitute financing on terms no less favorable to issue the Securities and/or Warrant Shares, as applicable, upon payment Stockholders and the Companies and the Company Subsidiaries and Management Holdco and its Subsidiaries. Acquiror confirms that none of the Purchase Price therefor Stockholders or the Companies or any Company Subsidiary shall be required to incur or pay any commitment or other similar fee or incur or pay any other cost or expense not reimbursable by Acquiror hereunder, or incur any liability in accordance connection with such financing or any of the foregoing. Acquiror shall, promptly upon request by the Stockholders, reimburse the Stockholders for all reasonable out-of-pocket costs, including professional fees and expenses, incurred by the Stockholders and their representatives in connection with such cooperation. Acquiror shall indemnify and hold harmless the Stockholders and their 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 terms arrangement of this Agreement any repayment, defeasance or replacement financing and (e) such the other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s businessactivities described above. Anything in the preceding sentence Notwithstanding anything herein to the contrary notwithstandingcontrary, the Companylimitations set forth in Section 6 shall not apply to Acquiror’s obligation to deliver an Issuer Agreement is conditioned on (xobligations under this Section 5(a)(vii), and Acquiror’s obligations under this Section 5(a)(vii) the Purchaser delivering to the Company shall survive a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach termination of this Agreement. The Purchaser Parties acknowledge and agree For purposes of clarity, notwithstanding anything to the contrary herein, Acquiror agrees that its obligation to consummate the statements and agreements of the Company in transactions contemplated hereby is not subject to any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled condition relating to use the statements and agreements of the Company in an Issuer Agreement against the Companyfinancing.

Financing Cooperation. If requested by Purchaser(a) From the date hereof until the Closing Date, the Company will Seller Parties shall, and shall cause the Group Companies to, use reasonable best efforts to cause the officers, directors, managers, representatives, employees and advisors, including legal and accounting, of the Group Companies to provide the following such reasonable cooperation in connection with the Purchaser obtaining any Permitted Loanarrangement and the consummation of one or more new or existing debt financing transactions (collectively, the “Debt Financing”) as Buyer and its Affiliates and representatives may reasonably request. Without limiting the foregoing, the Seller Parties and the Group Companies will, and will use reasonable best efforts to cause their officers, directors, managers, representatives, employees and advisors, including legal and accounting, to provide such reasonable cooperation in connection with the Debt Financing as may be reasonably requested by Xxxxx, including: (a) subject to applicable Law, using reasonable best efforts to furnish Buyer and its financing sources (including new and existing financing sources for the Debt Financing (the “Debt Financing Sources”)) with financial and other pertinent information regarding the Group Companies as may be reasonably requested by Buyer to consummate the Debt Financing, including, without limitation the Financial Statements; provided that neither the Seller Parties nor the Group Companies shall be required or requested to prepare or deliver any pro forma financial information; (b) reasonably facilitating the granting of security interests (and perfection thereof) and pledging of collateral (including delivery of equity certificates and equity powers); (c) assisting Buyer in the preparation, and execution and delivery on the Closing Date, of any closing documents and deliverables (including insurance certificates and endorsements) required pursuant to any debt financing agreement and definitive documentation (the “Debt Financing Documentation”) (including furnishing all information to be included in any schedules thereto or in any perfection certificates) as may be reasonably requested by Buyer, provided, that no Debt Financing Documentation shall be delivered or effective until the Closing; (d) taking all corporate actions at the Group Companies reasonably requested by Buyer to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Group Companies at Closing, provided that no such actions shall be effective until the Closing; (e) participation 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 with respect to, the Debt Financing and senior management, with appropriate seniority and expertise, of the Group Companies), lender presentations, due diligence sessions (including accounting due diligence sessions), drafting sessions and sessions with rating agencies in connection with the Debt Financing; (f) requesting accountants of the Group Companies participate in due diligence sessions; and (g) furnishing as promptly as practicable (and in any event, at least five (5) Business Days in advance of the Closing Date or, if requested, at least seven (7) Business Days in advance of the Closing Date; provided such request shall have been made in writing at least five (5) Business Days prior to the date such information is required to be furnished) all documentation and other information to the Debt Financing Sources reasonably requested by them or required by Governmental Authorities under applicable “know your customer”, beneficial ownership regulations, PATRIOT Act, anti-money laundering, anti-terrorism, foreign corrupt practices and similar Laws of all applicable jurisdictions related to the Debt Financing; provided, that the Group Companies will not be required to (i) deposit take any action that would subject any such pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible Person to do so actual or potential liability, (ii) without limiting the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company bear any cost or expense or pay any commitment or other depository similar fee or make any other payment that is not conditioned upon the Closing or (iii) incur any other liability or provide or agree to provide any indemnity that is not conditioned upon the Closing and, in each case, in connection with customary restrictive legendsthe Debt Financing or their performance of their respective obligations under this Section 6.5 and any information utilized in connection therewith, except, in each case, where such Liability, cost, fee, expense or indemnity is a term of the Debt Financing, effective solely as of the closing of the Debt Financing contemporaneously with the Closing and solely applicable to the Group Companies (and not any Seller Party); provided, further, that the Group Companies will be promptly, upon written request by the Seller, reimbursed by Buyer for any documented and reasonable out-of-pocket expenses incurred or otherwise payable by the Group Companies in connection with its cooperation pursuant to this Section 6.5 (it being understood and agreed, however, that the Group Companies (and not Buyer) shall be responsible for (A) de minimis expenses, (bB) if so requested by such lender fees payable to existing legal, financial or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares in the name other advisors of the relevant lenderGroup Companies with respect to services (other than services principally related to the Group Companies’ compliance with this Section 6.5) provided prior to the Closing Date, counterparty(C) any ordinary course amounts payable to existing employees of or consultants to the Group Companies or any of its Affiliates with respect to services provided prior to the Closing Date and (D) any amounts that would have been incurred in connection with the transactions contemplated hereby regardless of the Debt Financing). Buyer will indemnify and hold harmless the Group Companies and their Affiliates, custodian and the directors, officers, employees, attorneys, representatives, advisors, successors and assigns of each of the foregoing Persons from and against any and all Liabilities, Losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or similar party incurred by them in connection with the arrangement of the Debt Financing (including actions taken in accordance with this Section 6.5) and any information (other than documents, material, historical financial information relating to a Permitted Loanthe Group Companies and other information furnished by or on behalf of the Group Companies) utilized in connection therewith, solely as securities intermediary and only in each case except to the extent such Losses, damages, claims, costs or expenses arise from the Purchaser Group Companies’ or its representatives’ gross negligence, fraud, bad faith, intentional misrepresentation or willful misconduct, as finally determined by a court of competent jurisdiction. Notwithstanding anything to the contrary herein, in no event shall Buyer or its Affiliates continues and directors, officers, employees, representatives and advisors (including legal, financial and accounting advisors) be liable for any indirect, punitive or consequential damages, Losses or claims under this Section 6.5. The Group Companies hereby consent to beneficially own such pledged Securities and/or Warrant Sharesthe use of its and its subsidiaries’ trademarks, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender service marks and logos solely in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, primarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), (d) entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and (e) such other cooperation and assistance as the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (Debt Financing; provided, that such loan agreement may be so delivered on logos are used solely in a redacted basis manner that is not intended to remove sensitive and/or identifying information) and (y) nor reasonably likely to harm or disparage the Purchaser certifying to Group Companies or the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement reputation or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certifications when entering into the Issuer Agreement and any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and agree that the statements and agreements of the Company in any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and any Purchaser Party under this Agreement the applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Companygoodwill thereof.