Common use of Financing Cooperation Clause in Contracts

Financing Cooperation. (a) Subject to Section 6.1 and 6.26(a) and without limiting the generality of the foregoing, and subject to Seller's obligations in Section 6.1 and 6.26(a), between the Effective Date and the Closing Date, the Sellers will use Commercially Reasonable Efforts to cooperate with the Purchaser in connection with the preparation of any information memorandum, prospectus or similar investment circular for the purpose of or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested by the Purchaser related to the Acquired Companies, except the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if any. (b) Subject to the procedures for indemnity set forth in Section 11.4, the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies in connection with the IPR Shareholders Meeting) relating in any way to the IPR Shareholders Circular or any Investment Circular.

Financing Cooperation. From and after the Closing, if requested by an Investor Party, the Company will provide cooperation (awith, in each case, all reasonable, documented out-of-pocket expenses, including legal expenses, incurred by the Company in connection with the foregoing, being borne by such Investor Party) Subject in connection with such Investor Party obtaining any Permitted Loan, including with respect to Section 6.1 the following: (i) entering into an issuer agreement (in customary form and 6.26(asubstance reasonably satisfactory to the Company and the sources of the Permitted Loan) with each lender in connection with such transactions (which agreement may 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, acknowledgments regarding Organizational Documents and corporate policy, if applicable, and certain acknowledgments regarding the pledged shares of Preferred Stock and/or shares of Common Stock issued upon conversion of shares of Preferred Stock and securities law status of the pledge arrangements and a specified list of Competitors (which, for the avoidance of doubt, shall only apply if such transaction is not undertaken in a registered offering or an offering exempt from registration under Rule 144 or Rule 144A of the Securities Act), (ii) using commercially reasonable efforts to (A) remove any restrictive legends on certificates representing pledged shares of Preferred Stock and/or shares of Common Stock issued upon conversion of shares of Preferred Stock and depositing any pledged shares of Preferred Stock and/or shares of Common Stock issued upon conversion of shares of Preferred 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 the foregoing, and subject to Seller's obligations in Section 6.1 and 6.26(aclause (A), between if such shares of Preferred Stock or Common Stock are eligible for resale under Rule 144A, depositing such pledged shares of Preferred Stock and/or shares of Common Stock in book entry form on the Effective Date books of The Depository Trust Company or other depository with customary representations and warranties from the applicable Investor Party or its applicable Affiliates regarding compliance with securities Laws, (iii) if so requested by such lender or counterparty, as applicable, re-registering on the books and records of the transfer agent the pledged shares of Preferred Stock and/or Common Stock in the name of the relevant lender, agent, counterparty, custodian or similar party to a Permitted Loan, with respect to a Permitted Loan as securities intermediary and only to the extent the Investor Parties (or its or their Affiliates) continue to beneficially own such pledged shares of Preferred Stock and/or Common Stock, (iv) entering into customary triparty agreements (in form and substance reasonably satisfactory to the Company and the Closing Datesources of the Permitted Loan) with each lender and the applicable Investor Parties relating to the delivery of the applicable shares of Preferred Stock and/or Common Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder and (v) such other cooperation and assistance as the Investor Parties may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Notwithstanding anything to the contrary in the preceding sentence, the Sellers will use Commercially Reasonable Efforts Company’s obligation to cooperate with deliver an issuer agreement is conditioned on the Purchaser in connection with the preparation of any information memorandum, prospectus or similar investment circular for the purpose of or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested by the Purchaser related Investor certifying to the Acquired Companies, except Company in writing that (A) the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if any. (b) Subject to the procedures for indemnity set forth in Section 11.4, the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses loan agreement with respect to which the Sellers issuer agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Investor has pledged the Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and their Affiliates may become subject insofar as that the execution of such Losses arise out Permitted Loan and the terms thereof do not violate the terms of or this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are based upon being assigned to the lenders under that Permitted Loan and (iC) an untrue statement or alleged untrue statement the Investor Parties acknowledge and agree that the Company will be relying on such certificate when entering into the issuer agreement and any material inaccuracy in such certificate will be deemed a breach of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make this Agreement. The Investor Parties acknowledge and agree that the statements therein not misleading, and agreements of the Company in each case to an issuer agreement are solely for the extent, but only to benefit of the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon applicable lenders party thereto and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies in connection with the IPR Shareholders Meeting) relating that in any way dispute between the Company and the Investor Parties under this Agreement the Investor Parties shall not be entitled to use the IPR Shareholders Circular or any Investment Circularstatements and agreements of the Company in an issuer agreement against the Company.

Financing Cooperation. Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide to Parent and Merger Sub, at Parent’s sole expense, all cooperation reasonably requested by Parent that is necessary in connection with obtaining financing in connection with the Merger (so long as such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (a) Subject furnishing Parent and Merger Sub such financial and other pertinent information regarding the Company as may be reasonably requested by Parent, (b) participating in a reasonable number of meetings, due diligence sessions, drafting sessions and sessions with rating agencies in connection with obtaining financing in connection with the Merger, (c) assisting Parent in the preparation of customary offering memoranda, bank information memoranda, authorization letters, confirmations and undertakings, rating agency presentations and lender presentations relating to Section 6.1 obtaining financing in connection with the Merger, (d) providing and 6.26(aexecuting such customary documents as may be reasonably requested by Parent related to financing in connection with the Merger, (e) and without limiting using reasonable best efforts to satisfy the generality conditions precedent set forth in any definitive documentation relating to financing in connection with the Merger to the extent the satisfaction of such conditions requires the cooperation of or is within the control of the foregoingCompany, and subject to Seller's obligations in Section 6.1 and 6.26(a), between the Effective Date and the Closing Date, the Sellers will use Commercially Reasonable Efforts (f) using reasonable best efforts to cooperate with the Purchaser financing sources’ due diligence investigation, to the extent customary and reasonable and not unreasonably interfering with the business of the Company and (g) using commercially reasonable efforts to obtain accountant’s comfort letters and legal opinions reasonably requested by Parent and customary for such financings, including issuing any customary representations letters to KPMG LLP. Anything in this Section 5.15 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the financing in connection with the preparation of transactions contemplated by this Agreement, (iii) unless promptly reimbursed by Parent, be required to incur any information memorandum, prospectus or similar investment circular for the purpose of or other expenses in connection with any post-Closing such financing or refinancing (iv) be required to take any action in his/her capacity as a director of the Company or any indebtedness assumed of its Subsidiaries with respect to such financing. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.15, and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the Contemplated Transactions arrangement of Parent’s financing and any information used in connection therewith (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested other than information provided by the Purchaser related to Company or any of its Subsidiaries) and all other actions taken by the Acquired CompaniesCompany, except the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if any. (b) Subject to the procedures for indemnity set forth in Section 11.4, the Purchaser Parties will indemnify and hold the Sellers its Subsidiaries and their Affiliates harmless against any Losses respective Representatives pursuant to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies in connection with the IPR Shareholders Meeting) relating in any way to the IPR Shareholders Circular or any Investment Circularthis Section 5.15.

Financing Cooperation. (a) Subject to Section 6.1 and 6.26(a) and without Without limiting the generality of the foregoing‎Section 7.02 or ‎Section 7.05, and subject to Seller's obligations assist the Parent in Section 6.1 its financing efforts, the Company agrees to reasonably cooperate with the arrangement of the Financing, including by (a) preparing and 6.26(aproviding to Parent and its Financing Sources, as promptly as reasonably practicable after Parent’s written request therefor, all customary and reasonably available financial and other information with respect to the Company and each of its Subsidiaries and the transactions contemplated hereby and by the Financing, including, to the extent as would be required by Rule 3-05 and Article 11 of Regulation S-X to be filed on a Form 8-K by Parent, regardless of the timing of such filing, (i) audited consolidated annual financial statements of the Company and (ii) unaudited interim consolidated financial statements of the Company (which shall have been reviewed by the independent accountants for the Company as provided in Statement on Auditing Standards No. 100), between (b) providing as promptly as reasonably practicable after Parent’s written request therefor any information reasonably necessary to assist Parent with the Effective Date preparation of customary pro forma financial statements that meet the requirements of Regulation S-X and all other applicable accounting rules and regulations of the Closing Date, SEC promulgated thereunder and required to be included in a Registration Statement on Form S-3 under the Sellers will use Commercially Reasonable Efforts 1933 Act or reasonably and customarily required by the Financing Sources to be included in any offering documents for the Financing and (c) using commercially reasonable efforts to cause the Company’s independent accountants to cooperate with the Purchaser Financing Sources in a manner consistent with their customary practice and to participate in customary auditor due diligence calls and provide customary accountants’ “comfort letters” (including customary “negative assurances”) (it being understood that the comfort letters delivered in connection with the preparation Company’s public offerings shall be deemed to be customary for purposes of any information memorandum, prospectus or similar investment circular for this ‎Section 7.06) and customary consents to the purpose inclusion of or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred audit reports in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with Financing if historical financial data and historical operating data that is reasonably requested by statements or other financial information of the Purchaser related to the Acquired Companies, except the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements Company are included in favor of third parties, if any. (b) Subject to the procedures for indemnity set forth in Section 11.4, the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies in connection with documents for the IPR Shareholders Meeting) relating in any way to the IPR Shareholders Circular or any Investment CircularFinancing.

Financing Cooperation. (a) Subject The Company shall and shall cause its subsidiaries to, at Parent’s sole expense, use reasonable best efforts to Section 6.1 and 6.26(a) and without limiting the generality of the foregoing, and subject to Seller's obligations in Section 6.1 and 6.26(a), between the Effective Date and the Closing Date, the Sellers will use Commercially Reasonable Efforts to cooperate with the Purchaser provide all cooperation in connection with the preparation arrangement of the Financing (for purposes of this Section 6.13, including (i) any information memorandum, prospectus or similar investment circular for flex applicable to the purpose of or Debt Financing and (ii) any alternative financing obtained in connection with Section 6.12(c)) as may be reasonably requested by Parent. Such cooperation by the Company shall include, at the reasonable request of Parent, (a) agreeing to enter into such agreements, and to use its reasonable best efforts to deliver such officer’s certificates (including a solvency certificate of the chief financial officer of the Company in the form contemplated by the Financing Commitments), as are customary in financings of such type and as are, in the good faith determination of the persons executing such officer’s certificates, accurate, and agreeing to pledge, grant security interests in, and otherwise grant liens on, the Company’s assets pursuant to such agreements as may be reasonably requested, provided that no obligation of the Company under any postsuch agreement, pledge or grant shall be effective until the Effective Time, (b) providing to the Lenders financial and other information in the Company’s possession in accordance with Section 6.5(a) and Section 6.5(b), including all financial statements and financial data of the type required by Regulation S-Closing financing or refinancing X and Regulation S-K under the Securities Act and of type and form customarily included in private placements under Rule 144A of the Securities Act, to consummate the offerings of any debt securities contemplated by the Commitment Letters, (c) making the Company’s officers available to assist the Lenders (including by participating in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and reasonably cooperating with the marketing efforts of Parent and Acquisition Sub and such lenders), (d) assisting with the preparation of materials for rating agency presentations, offering documents, syndication documents (including bank information memoranda, private placement memoranda, prospectuses and lender and investor presentations), business projections and similar documents required in connection with the Financing and other documents required in connection with obtaining the Debt Financing, (e) obtaining legal opinions and issuing customary representation letters to auditors and using reasonable best efforts to (1) obtain accountants’ comfort letters and consents to the use of accountants’ reports relating to the Company, (2) assist the Parent and Acquisition Sub in obtaining corporate, credit and facility ratings from rating agencies for the Debt Financing and (3) assist the Parent and Acquisition Sub in obtaining other documentation and items contemplated by the Debt Commitment Letter or any definitive document relating to the Debt Financing as reasonably requested by Parent or Acquisition Sub, (f) furnishing all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including U.S.A. Patriot Act of 2001, but in each case, solely as relating to the Company and its subsidiaries and to the extent requested in writing by any Lender no less than five (5) Business Days prior to the Effective Time, (g) arranging for documentation reasonably facilitating the pledging of collateral (including requesting customary payoff letters, releases, lien terminations, waivers, consents, estoppels, approvals as may be required in connection therewith and instruments of discharge) to be delivered at or prior to Merger Closing relating to all indebtedness assumed or to be paid off, discharged and terminated on the Merger Closing, (h) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company by the Company and its subsidiaries, (i) cooperating reasonably with the Lenders’ due diligence, to the extent customary and reasonable and (j) otherwise reasonably cooperating in connection with the consummation of the Financing. Parent shall promptly reimburse the Company for any reasonable out-of-pocket expenses and costs incurred in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested by the Purchaser related Company’s or its affiliates’ obligations under this Section 6.13. Notwithstanding anything in this Agreement to the Acquired Companiescontrary, except neither the provision Company nor any of any such historical operating data its subsidiaries shall be subject required to applicable confidentiality pay any commitment or non-disclosure agreements in favor of third parties, if any. (b) Subject to the procedures for indemnity set forth in Section 11.4, the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against other similar fee or enter into any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of definitive agreement or are based upon (i) an untrue statement incur any other liability or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies obligation in connection with the IPR Shareholders MeetingFinancing (or any alternative financing) relating in any way prior to the IPR Shareholders Circular or any Investment CircularEffective Time.

Financing Cooperation. (a) Subject Prior to the Closing, the Company shall use its reasonable best efforts to, and shall cause its Subsidiaries to use their reasonable best efforts to, and shall use its reasonable efforts to cause its and their Representatives to, provide, at the expense of Parent, all cooperation reasonably requested by Parent necessary and customary for the arrangement of the Debt Financing (including, solely for purposes of this Section 5.13, one or more offerings of “high yield” non-convertible debt securities to be issued or incurred in lieu of any bridge facility contemplated by the Debt Commitment Letter or pursuant to any “market flex” or securities demand provisions of the applicable fee letter) (provided, that such requested cooperation neither unreasonably interferes with the ongoing operations of the Company or any of its Subsidiaries nor conflicts with guidelines reasonably necessary in response to or related to COVID-19), including by (i) participating in a reasonable number of meetings (including meetings with prospective lenders and investors), presentations, road shows, due diligence sessions (including, directing the Company’s auditors to participate in such sessions or in separate due diligence calls) and sessions with rating agencies, in each case, at reasonable times, on a virtual basis and with reasonable advance notice, (ii) executing and delivering Definitive Agreements and other certificates (including a certificate of the chief financial officer of or person performing similar functions for the Company with respect to solvency matters substantially in the form attached to the Debt Commitment Letter) as may be reasonably requested by Parent, and to the extent required by the Debt Financing, if requested by Parent, using reasonable best efforts to facilitate the pledging of, and perfection of security interests in, collateral, including, in the case of any proposed debt financing that includes an asset-based loan facility, by permitting the evaluation or appraisal of assets and the taking of all actions reasonably requested by Parent necessary to (A) permit the Lenders or their designees to evaluate the Company’s and its Subsidiaries inventory, current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements (including conducting the commercial finance examination and inventory appraisals contemplated by the Debt Commitment Letter) and (B) establish bank and other accounts and blocked account and control agreements in connection with the foregoing; in each such case, effective no earlier than the Effective Time, (iii) furnishing Parent and the Lenders as promptly as reasonably practicable the Required Financial Information and, following the delivery of a request therefor to the Company by Parent (which notice shall state with specificity the information requested), such financial and other information regarding the Company as is readily available to the Company at such time and is customarily required in connection with the execution of financings of a type similar to the Debt Financing, (iv) if requested by Parent, using reasonable best efforts to assist Parent in connection with Parent’s preparation of customary pro forma financial statements as of, and for the most recent twelve-month period ending on, the latest balance sheet date included in clause (i) of the Required Financial Information; provided, that (x) Parent shall be responsible for the preparation of such pro forma financial statements and any pro forma adjustments giving effect to the Merger and the other transactions contemplated herein and (y) the Company’s assistance shall relate solely to the financial information and data derived from the Company’s historical books and records, (v) in each case following Parent’s reasonable request, using reasonable best efforts to assist Parent and Merger Sub in the preparation of customary (A) confidential information memoranda (including a version that does not include material non-public information and executing and delivering one or more customary authorization and representation letters contemplated by the Debt Commitment Letter or otherwise that are customary in the Debt Financing), offering documents, private placement memoranda and other customary marketing materials required in connection with financings similar to the Debt Financing, (B) materials for rating agency presentations and (C) definitive documentation for the Debt Financing, (vi) following Parent’s reasonable request, using reasonable best efforts to cause directors and officers who will continue to hold such offices and positions from and after the Effective Time to execute resolutions or consents of the Company and its Subsidiaries that do not become effective until the Effective Time with respect to entering into the definitive documentation for the Debt Financing and otherwise as necessary to authorize consummation of the Debt Financing, (vii) providing drafts of the Payoff Letter and notices as may be required pursuant to Section 6.1 5.20 and 6.26(agiving (by the date required under the agreements governing such indebtedness) any necessary notices (including conditional notices of prepayment and without limiting the generality of the foregoing, and subject to Seller's obligations in Section 6.1 and 6.26(aredemption), between to allow for the Effective Date prepayment, redemption, payoff, satisfaction, discharge and termination in full at the Closing of all indebtedness required by this Agreement to be repaid on the Closing Date, (viii) if requested by Parent, providing, at least three (3) Business Days prior to the Sellers will Closing Date, all documentation and other information relating to the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and including, if the Company or any of its Subsidiaries qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certificate (each as defined in the Debt Commitment Letter), to the extent requested by Parent in writing at least nine (9) Business Days prior to the Closing Date, (ix) directing the Company’s auditors to provide customary comfort letters (including “negative assurance” comfort and change period comfort) reasonably requested by Parent with respect to financial information of the Company included in any syndication, offering or other marketing documents relating to Debt Financing that consists of debt securities in which the consolidated financial statements of the Company are included, and, if required, customary consents to the use Commercially Reasonable Efforts of their audit reports on the consolidated financial statements of the Company in any syndication, offering or other marketing documents relating to cooperate with the Purchaser Debt Financing in which the consolidated financial statements of the Company are included, in each case subject to such auditors’ policies and procedures and applicable auditing standards, and (x) during the Marketing Period, updating any Required Financial Information provided to Parent as may be necessary for such Required Financial Information to remain Compliant. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 5.13 that (A) would require the Company, its Subsidiaries or any Persons who are officers or directors of the Company or its Subsidiaries to pass resolutions or consents to approve or authorize the execution of the Debt Financing that is effective prior to the Effective Time or execute or deliver any certificate, document, instrument or agreement (other than the authorization and representation letters referred to in clause (v)(A) above and the notices of redemption or prepayment referred to in clause (vii) above) or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Effective Time, (B) cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries, (C) require the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other expense, liability or obligation (other than those set forth in this Section 5.13) in connection with the preparation Debt Financing prior to the Closing or have any obligation of the Company or any of its Subsidiaries under any agreement, certificate, document or instrument (other than the authorization and representation letters referred to in clause (v)(A) above or prepayment or redemption notices referred to in clause (vii) above) be effective until the Closing, or redeem, tender, discharge or defease the Senior Secured Notes or the Senior Secured Notes Indenture prior to the Closing, (D) cause any director, officer or employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability, (E) reasonably be expected to result (with or without notice, lapse of time, or both) in a material violation or breach of, or a default under, any Contract to which the Company or any of its Subsidiaries is a party, (F) provide access to or disclose information memorandumthat the Company or any of its Subsidiaries determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, prospectus (G) prepare any financial statements or similar investment circular information that (x) are not available to it and prepared in the ordinary course of its financial reporting practice and (y) would not otherwise be available to it or capable of being prepared by it without undue burden or other than with the use of its commercially reasonable efforts or (H) require the Company or any of its Subsidiaries to enter into any instrument or agreement (other than the authorization and representation letters referred to in clause (v)(A) above or prepayment or redemption notices referred to in clause (vii) above) that is effective prior to the Effective Time or that would be effective if the Closing does not occur. Nothing contained in this Section 5.13 or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing. Parent shall, promptly upon request by the Company, reimburse the Company following termination of this Agreement for all reasonable out-of-pocket costs incurred by the purpose of Company or in connection with any post-Closing financing its Subsidiaries or refinancing of any indebtedness assumed or incurred their respective Representatives in connection with the Contemplated Transactions cooperation contemplated by this Section 5.13 and shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses (eachincluding legal fees and expenses), an "Investment Circular") awards, judgments and amounts paid in settlement suffered or incurred by providing them in connection with the Purchaser with historical financial data arrangement of the Debt Financing, any action taken by them at the request of Parent pursuant to this Section 5.13 and historical operating data that is reasonably requested any information used in connection therewith (other than information provided in writing by the Purchaser related Company or its Subsidiaries specifically in connection with its obligations pursuant to the Acquired Companies, except the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if anythis Section 5.13). (b) Subject to For the procedures for indemnity set forth in Section 11.4avoidance of doubt, the Purchaser Parties will indemnify parties hereto acknowledge and hold agree that the Sellers provisions contained in this Section 5.13, represent the sole obligation of the Company, its Subsidiaries and their Affiliates harmless against any Losses respective Representatives with respect to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies cooperation in connection with the IPR Shareholders Meetingarrangement of any financing (including the Financing) relating in any way to be obtained by Parent or Merger Sub with respect to the IPR Shareholders Circular transactions contemplated by this Agreement and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by Parent, Merger Sub or any Investment Circularof their respective Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (c) All non-public or otherwise confidential information regarding the Company or its Subsidiaries obtained by Parent or its Representatives pursuant to this Section 5.13 shall be kept confidential and otherwise treated in accordance with the Confidentiality Agreement or other confidentiality obligations that are substantially similar to those contained in the Confidentiality Agreement (which, with respect to the Lenders, shall be satisfied by the confidentiality provisions applicable thereto under the Debt Commitment Letter if made for the benefit of the Company). The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing, so long as the Company has a reasonable opportunity to preview such use of logos and such logos (i) are used solely in a manner that is not intended to or likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or its Subsidiaries; (ii) are used solely in connection with a description of the Company, its business and products or the Merger (including in connection with any marketing materials related to the Debt Financing); and (iii) are displayed and presented in a manner consistent with the Company’s past practices.

Financing Cooperation. From and after the Closing, if requested by an Investor Party, the Company will provide cooperation (awith, in each case, all reasonable, documented out-of-pocket expenses, including legal expenses, incurred by the Company in connection with the foregoing, being borne by such Investor Party) Subject in connection with such Investor Party obtaining any Permitted Loan, including with respect to Section 6.1 the following: (i) entering into an issuer agreement (in customary form and 6.26(asubstance reasonably satisfactory to the Company and the sources of the Permitted Loan) with each lender in connection with such transactions (which agreement may 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, acknowledgments regarding organizational documents and corporate policy, if applicable, and certain acknowledgments regarding the pledged shares of Preferred Stock and/or shares of Common Stock issued upon conversion of shares of Preferred Stock and securities law status of the pledge arrangements and a specified list of Competitors (which, for the avoidance of doubt, shall only apply if such transaction is not undertaken in a registered offering or an offering exempt from registration under Rule 144 or Rule 144A of the Securities Act), (ii) using commercially reasonable efforts to (A) remove any restrictive legends on certificates representing pledged shares of Preferred Stock and/or shares of Common Stock issued upon conversion of shares of Preferred Stock and depositing any pledged shares of Preferred Stock and/or shares of Common Stock issued upon conversion of shares of Preferred 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 the foregoing, and subject to Seller's obligations in Section 6.1 and 6.26(aclause (A), between if such shares of Preferred Stock or Common Stock are eligible for resale under Rule 144A, depositing such pledged shares of Preferred Stock and/or shares of Common Stock in book entry form on the Effective Date books of The Depository Trust Company or other depository with customary representations and warranties from the applicable Investor Party or its applicable Affiliates regarding compliance with securities Laws, (iii) if so requested by such lender or counterparty, as applicable, re-registering on the books and records of the transfer agent the pledged shares of Preferred Stock and/or Common Stock in the name of the relevant lender, agent, counterparty, custodian or similar party to a Permitted Loan, with respect to a Permitted Loan as securities intermediary and only to the extent the Investor Parties (or its or their Affiliates) continue to beneficially own such pledged shares of Preferred Stock and/or Common Stock, (iv) entering into customary triparty agreements (in form and substance reasonably satisfactory to the Company and the Closing Datesources of the Permitted Loan) with each lender and the applicable Investor Parties relating to the delivery of the applicable shares of Preferred Stock and/or Common Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder and (v) such other cooperation and assistance as the Investor Parties may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Notwithstanding anything to the contrary in the preceding sentence, the Sellers will use Commercially Reasonable Efforts Company’s obligation to cooperate with deliver an issuer agreement is conditioned on the Purchaser in connection with the preparation of any information memorandum, prospectus or similar investment circular for the purpose of or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested by the Purchaser related Investors certifying to the Acquired Companies, except Company in writing that (A) the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if any. (b) Subject to the procedures for indemnity set forth in Section 11.4, the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses loan agreement with respect to which the Sellers issuer agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Investors have pledged the Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and their Affiliates may become subject insofar as that the execution of such Losses arise out Permitted Loan and the terms thereof do not violate the terms of or this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement are based upon being assigned to the lenders under that Permitted Loan and (iC) an untrue statement or alleged untrue statement the Investor Parties acknowledge and agree that the Company will be relying on such certificate when entering into the issuer agreement and any material inaccuracy in such certificate will be deemed a breach of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make this Agreement. The Investor Parties acknowledge and agree that the statements therein not misleading, and agreements of the Company in each case to an issuer agreement are solely for the extent, but only to benefit of the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon applicable lenders party thereto and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies in connection with the IPR Shareholders Meeting) relating that in any way dispute between the Company and the Investor Parties under this Agreement the Investor Parties shall not be entitled to use the IPR Shareholders Circular or any Investment Circularstatements and agreements of the Company in an issuer agreement against the Company.

Financing Cooperation. (a) Subject The Parties acknowledge and agree that, prior to the Closing Date, subject to the limitations set forth herein, including in Section 6.1 7.1 and 6.26(aSection 7.13(b), the Purchaser and/ or any of its subsidiaries may obtain debt and/or equity financing in connection with the Transactions (such financing, collectively, the "Pre-Acquisition Financing") and without limiting the generality of the foregoing, and subject to Seller's obligations the limitations set forth herein, including in Section 6.1 7.1 and 6.26(aSection 7.13(b), between during the Effective Date and period from the date of this Agreement to the Closing Date, the Sellers will and the Acquired Companies shall use Commercially Reasonable Efforts their respective reasonable best efforts to cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with arranging and obtaining the Pre-Acquisition Financing by the Purchaser or any of its subsidiaries (and any credit facilities, indentures or other documents governing or relating thereto), which cooperation shall be limited to the Sellers and the Acquired Companies using their reasonable best efforts to, and causing their Subsidiaries and their respective officers, directors and employees (collectively, the "Financing Cooperation Parties") to use their reasonable best efforts to, and using their reasonable best efforts to cause their other Representatives, as applicable, to take the following actions as may be reasonably necessary, customary or desirable for a syndicated credit facility and/or a public or private securities offering by the Purchaser in connection with the preparation structuring, marketing and execution of any information memorandumPre-Acquisition Financing: (i) participating in a reasonable number of virtual meetings, prospectus or drafting sessions, conference calls, road shows, due diligence sessions, rating agency presentations and similar investment circular for the purpose of or meetings in connection with any postsuch Pre-Closing financing or refinancing Acquisition Financing and preparing customary materials in connection therewith, in each case, upon reasonable advance notice, (ii) assisting with the preparation of any indebtedness assumed or incurred customary marketing materials and disclosure documents, including private placement memoranda, information memoranda, prospectuses and similar documents and delivering due diligence materials in connection with the Contemplated Transactions preparation therewith, (eachiii) providing reasonably available financial statements and information, an "Investment Circular") by providing the Purchaser with historical financial operational data and historical operating data that is forward-looking information (including information reasonably necessary or advisable to assist Purchaser in preparing pro forma financial information and assisting in the preparation of disclosure schedules in connection with the loan documentation) reasonably required or reasonably requested by the Purchaser related or any investment or commercial banks appointed in any capacity with respect to any such Pre-Acquisition Financing to be included therein, (iv) facilitating the execution and delivery of definitive documentation in connection with the Pre-Acquisition Financing and facilitating the pledging of collateral and the perfection of the applicable security interests in connection with the Pre-Acquisition Financing, as may be reasonably required or reasonably requested by another Party or any investment or commercial banks appointed in any capacity with respect to any such Pre-Acquisition Financing, (v) delivering customary comfort letters, authorization and/or representation letters (limited to information applicable to the Sellers and/or the Acquired Companies contained in the applicable marketing materials) and reasonably available financial information that is reasonably necessary to enable Purchaser or its applicable subsidiary to deliver a customary solvency certificate in connection with the Pre-Acquisition Financing, (vi) delivering or using reasonable best efforts to procure the delivery of, as applicable, insurance certificates as may be reasonably required or reasonably requested by another Party or any investment or commercial banks appointed in any capacity with respect to any such Pre-Acquisition Financing, (vii) providing customary information required by any investment or commercial banks in connection with applicable "know your customer" and anti-money laundering rules and regulations, and other customary documents as may be reasonably requested by any party to any such Pre-Acquisition Financing (including, without limitation, any investment or commercial banks appointed in any capacity or as prospective lenders or purchasers with respect to any such Pre-Acquisition Financing), (viii) obtaining the consents of accountants as reasonably required or as may be reasonable requested by the Purchaser, (ix) ensuring the syndication efforts in respect of any such Pre-Acquisition Financing benefits from its existing lending relationships of the Acquired Companies, except (x) consenting to the provision reasonable use of such Acquired Companies' trademarks in connection with any such Pre-Acquisition Financing; provided, that such trademarks shall be used solely in a manner that is not intended to, nor reasonably likely to, harm the Acquired Companies or the reputation or goodwill of the Acquired Companies, (xi) assisting in attempting to obtain corporate or facilities ratings in connection with any such Pre-Acquisition Financing and (xii) (A) causing the taking of any corporate and other actions and (B) providing any additional, customary information that is reasonably available to the Sellers and/or the Acquired Companies, in each case, that is reasonably necessary or advisable in order to facilitate any such historical operating data shall be subject to applicable confidentiality or nonPre-disclosure agreements in favor of third parties, if anyAcquisition Financing. (b) Subject Notwithstanding anything to the procedures for indemnity set forth contrary in this Section 11.47.13, none of the Purchaser Financing Cooperation Parties will indemnify or their Representatives shall be required to (x) enter into any Pre-Acquisition Financing, agree to pay any commitment or other fees, reimburse any expenses, provide any security, provide any agreements (other than authorization letters (as described in clause (a) above), payoff letters and hold prepayment notices), opinions, certificates or other instruments, or otherwise incur any liability under any documentation arising as a result of any Pre-Acquisition Financing or give any indemnities, in each case, that are not contingent upon the Sellers and their Affiliates harmless against occurrence of the Closing, (y) disclose any Losses information pursuant to which this Section 7.13 to the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon extent that (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular reasonable good faith judgment of such party, any applicable Laws require such party or its subsidiaries to restrict or prohibit access to any Investment Circularsuch information, (ii) in the reasonable good faith judgment of such party, the information is subject to confidentiality obligations to a third party or (iii) disclosure of any amendment such information or supplement theretodocument would result in the loss of attorney-client privilege; provided, or arise out further, that with respect to clauses (i) through (iii) of or are based upon this Section 7.13(b), the omission or alleged omission Parties, as applicable, shall use their commercially reasonable efforts to state therein a material fact or (1) obtain the required consent of any third party necessary to make the statements therein not misleadingprovide such disclosure, in each case (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the extentParties and (3) in the case of clauses (i) through (iii), but only utilize the procedures of a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Laws or jeopardizing such privilege or (z) deliver or provide (or cause to the extentbe delivered or provided by its Representatives) (i) any legal opinions, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering audited financial statements (other than (i) the Audited Financial Statements, (ii) audited financial statements prepared in accordance with GAAP as of securitiesand for the year ended December 31, 2017 made available to the Purchaser and its Representatives, and (iii) if the Closing has not occurred prior to March 31, 2021, to the extent reasonably available to Seller and/or the Acquired Companies and as would be customarily required in a financing activitiessuch as any Pre-Transaction Financing and are reasonably requested by the Purchaser or any investment or commercial banks appointed in any capacity with respect to any such Pre-Acquisition Financing, solicitations audited financial statements for the three fiscal-year period ended December 31, 2020, prepared in accordance with GAAP, which shall include consolidated statements of operations, changes in members equity and cash flows for the three-year period ended December 31, 2020), (including solicitations iv) any financial statements or information prepared in accordance with the rules and regulations promulgated in accordance with the Securities Act, (v) any compensation discussion and analysis required by Item 402 of votes Regulation S-K and information regarding executive compensation related to SEC Releases Nos. 33-8732A, 34-54302A and IC 27444A, (vi) "segmented reporting", (vii) any pro forma cost savings, capitalization or proxies post-closing adjustments, or (viii) any projections or other information in connection with purchase price accounting. For the avoidance of doubt, notwithstanding clauses (vii) and (viii) hereof, the Financing Cooperation Parties shall use their reasonable best efforts to assist the Purchaser and its Representatives, as and to the extent reasonably requested, in the Purchaser’s development of its estimates of pro forma cost savings, capitalization and post-closing adjustments and projections and other information in connection with purchase price accounting, for use in any Pre-Transaction Financing. The Purchaser shall, promptly upon request by the Seller, reimburse the Acquired Companies for all reasonable and documented out-of-pocket costs and expenses incurred by them in connection with the IPR Shareholders Meeting) relating cooperation of such persons in connection with the Pre-Acquisition Financing contemplated by this Section 7.13. For the avoidance of doubt, the receipt of any way financing, including the proceeds of any Pre-Acquisition Financing, is not a condition to the IPR Shareholders Circular or any Investment CircularPurchaser’s obligations under this Agreement.

Financing Cooperation. (a) Subject Prior to Section 6.1 the Closing, the Company shall use its commercially reasonable efforts to, and 6.26(a) shall use its commercially reasonable efforts to cause its Subsidiaries and without Representatives to, provide such reasonable cooperation as is customary and reasonably requested by Parent in connection with the obtaining and arranging of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries). Without limiting the generality of the foregoing, such commercially reasonable efforts in any event shall include: (i) upon reasonable notice, directing employees of the Company and subject its Subsidiaries with appropriate seniority and expertise to Seller's obligations be available at reasonable times and participating in Section 6.1 and 6.26(aa reasonable number of meetings (including one-on-one meetings or conference calls with the Debt Financing Sources), between the Effective Date drafting sessions and the Closing Datepresentations; provided, the Sellers will use Commercially Reasonable Efforts that any such meeting or communication may be conducted virtually by videoconference or other media; (ii) providing reasonable and customary assistance to cooperate Parent with the Purchaser Parent’s preparation of customary documents, memoranda, diligence, materials, and customary documents reasonably necessary in connection with the preparation Debt Financing and providing reasonably timely and customary access to diligence materials, appropriate personnel and properties during normal business hours and on reasonable advance notice to allow the Debt Financing Sources and their representatives to complete all reasonable due diligence; in each case in this clause: (A) subject to customary confidentiality provisions and disclaimers, including the Confidentiality Agreement; (B) as reasonably requested in writing (e-mail being sufficient) by Parent; and (C) limited to information to be contained therein with respect to the Company and its Subsidiaries; (iii) to the extent requested by Debt Financing Sources, furnishing Parent, reasonably promptly upon written request, with such historical financial, statistical and other pertinent business information relating to the Company and its Subsidiaries as may be reasonably requested by Parent (which notice shall state with reasonable specificity the information requested), as is customarily required with financings of any information memorandum, prospectus the type similar to the Debt Financing and reasonably available and prepared by or similar investment circular for the purpose Company and its Subsidiaries in the ordinary course of business; provided, that, the Company shall not be responsible in any manner for any pro forma financial information or in connection financial statements; (iv) facilitating, effective no earlier than the Effective Time, simultaneously with, and conditioned upon, and subject to the occurrence of, the Closing, the execution and delivery of definitive financing, pledge, security and guarantee documents relating to the Debt Financing; (v) providing documentation and other information with any postrespect to the Company and its Subsidiaries required by regulatory authorities under applicable “know your customer” and anti-Closing financing or refinancing of any indebtedness assumed or incurred money laundering rules and regulations, including the PATRIOT Act in connection with the Contemplated Transactions (eachDebt Financing, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is in each case as reasonably requested by Parent in writing; (A) cooperating in connection with the Purchaser repayment or defeasance of any existing indebtedness of the Company and its Subsidiaries as of the Effective Time and the release of related Liens, including delivering such payoff, defeasance, termination or similar notices under any existing financing documents of the Company and its Subsidiaries as are reasonably requested by Parent (provided, that in the case of clause (B), the Company shall not be required to deliver any notices, commitments, terminations or other documents that are not conditioned on, and subject to the Acquired Companiesoccurrence of, except the provision Closing); (vii) to the extent requested by Pxxxxx in writing, obtaining from the Company’s independent auditors customary “comfort letters” and customary consents to the use of accountants’ audit reports in connection with the Debt Financing; (viii) providing reasonable and customary assistance with respect to Parent attempting to obtain any third-party consents associated with the Debt Financing which shall not be required to be effective until as of, and subject to the occurrence of, the Closing; (ix) reasonably cooperating with the marketing efforts of Parent and its financing sources for any Debt Financing, including providing reasonable consent to the use of the Company’s or its Subsidiaries’ logos in connection with the Debt Financing; provided, that such historical operating data shall logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company’s or its Subsidiaries’ reputation or goodwill; (x) to the extent reasonably requested in writing by Parent and necessary in connection with the Debt Financing, mailing and e-mailing requests for estoppels and certificates from non-residential tenants, lenders, managers, franchisors, ground lessors, ground lessees, and counterparties to reciprocal easement agreements, declarations and similar agreements in form and substance reasonably satisfactory to such Debt Financing Source; (xi) as may be reasonably requested by Parent, no earlier than immediately prior to the Effective Time, and provided such actions would not adversely affect the Tax status of the Company or any of its Subsidiaries or cause the Company or any of its Subsidiaries to be subject to applicable confidentiality additional Taxes, transferring or nonotherwise restructuring its ownership of existing Subsidiaries of the Company, properties or other assets, in each case, pursuant to documentation reasonably satisfactory to Parent and the Company; and (xii) to the extent reasonably requested in writing (e-disclosure agreements mail being sufficient) by Pxxxxx and necessary in favor connection with the Debt Financing, provide customary and reasonable assistance to allow Parent, the Debt Financing Sources, and each of third partiestheir respective Representatives to conduct customary appraisal, if anysurvey field work and, as permitted by Section 5.2(c), environmental and engineering inspections of each Company Real Property, tractors, trailers, and other assets. (b) Subject Notwithstanding the foregoing, the Company shall not be required to provide, or cause its Subsidiaries or Representatives to provide, cooperation under Section 5.14 to the procedures for indemnity set forth extent that it: (i) unreasonably interferes with the ongoing business or operations of the Company or its Subsidiaries; (ii) requires the Company or its Subsidiaries to incur any liability (including, without limitation, any commitment fees and expense reimbursement) in Section 11.4connection with the Debt Financing prior to the Closing (except those fees, expenses and liabilities that are reimbursable by Parent); or (iii) requires the Purchaser Parties will indemnify Company or its Subsidiaries or their respective Representatives to execute, deliver or enter into, or perform any agreement, document, certificate or instrument (or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Effective Time) with respect to the Debt Financing (other than with respect to customary authorization letters with respect to the Debt Financing) or adopt resolutions approving the agreements, documents and hold the Sellers and their Affiliates harmless against any Losses instruments pursuant to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleadingDebt Financing is obtained, in each case which is not contingent upon the Closing or would be effective at or prior to the extentEffective Time (it being understood that in no event shall any officer or director of the Company or its Subsidiaries be required to take any such action described in this clause (iii) unless such Person shall be continuing in such role following the Effective Time, but and shall only be required to do so in such continuing capacity). (c) Parent shall reimburse or cause to be reimbursed the Company and its Subsidiaries promptly upon written demand for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ and out-of-pocket accountants’ fees) (other than in respect of the preparation of customary historical and ordinary course financial statements already prepared by the Company or its Subsidiaries in the ordinary course of their business and/or with respect to information or materials already in the possession or control of the Company or its Subsidiaries) incurred by the Company or its Subsidiaries and their Representatives in connection with the cooperation under this Section 5.14 and any action taken by them at the request of Parent pursuant to this Section 5.14 (including the dissolution and termination of any subsidiaries formed and documentation entered into pursuant to this Section 5.14), and shall indemnify and hold harmless the Company, its Subsidiaries, and their Representatives and each of the Company’s, its Subsidiaries’ and their Representatives’ respective present and former directors, officers, employees and agents (collectively, the “Financing Indemnified Parties” ) from and against any and all documented out-of-pocket costs, expenses, losses, damages, claims, judgments, fines, penalties, interest, settlements, awards and liabilities suffered or incurred by any of them in connection with the arrangement and consummation of the Debt Financing and any information used in connection therewith, in each case, except to the extentextent such costs, such untrue statement expenses, losses, damages, claims, judgments, fines, penalties, interest, settlements, awards and liabilities are suffered or alleged untrue statement incurred as a result of bad faith, gross negligence or omission or alleged omission was willful misconduct by any Financing Indemnified Party as determined by a court of competent jurisdiction in a final judgment not made in reliance upon subject to further appeal. The provisions of this Section 5.14 are intended to be for the benefit of, and shall be enforceable by, each of the foregoing Financing Indemnified Parties. This Section 5.14 shall survive the termination of this Agreement (and in conformity with written information furnished the event the Merger and the other transactions contemplated hereby are not consummated, notwithstanding anything to the IPR contrary in this Agreement, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by the Sellers expressly Company and its Subsidiaries in connection with the cooperation under this Section 5.14, reimbursable under this Section 5.14 and not previously reimbursed and any indemnification obligations under this Section 5.14, in each case, without regard to any other limitations on liability set forth in this Agreement). (d) If, notwithstanding the use of reasonable best efforts by Parent to satisfy its obligations under this Section 5.14, the Debt Financing or the Debt Financing Commitment Letter (or any definitive financing agreement relating thereto) expire or are terminated or become unavailable prior to the Closing, in whole or in part, for use therein any reason, and such portion is required to satisfy the Financing Purposes, Parent shall (i) promptly notify the Company of such expiration, termination, or unavailability and the reasons therefor and (ii) subject to the third to last sentence of this Section 5.14(d), use its reasonable best efforts promptly to arrange for a firm commitment for alternative financing (“Replacement Debt Financing” ) (which, shall not, without the prior consent of the Company, (A) impose any offering new or additional condition or otherwise expand any condition to the receipt of securitiesthe Debt Financing that makes the funding of the Debt Financing in an amount required to satisfy the Financing Purposes less likely to occur or (B) otherwise be on terms and conditions that are materially less favorable to Parent from a conditionality or enforceability perspective than the terms and conditions of the Debt Financing Commitment Letter) to replace the financing contemplated by such expired, financing activitiesterminated, solicitations or unavailable commitment or arrangement or any portion thereof in an amount sufficient, when added to the portion of the Debt Financing that remains available, to satisfy the Financing Purposes. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 5.14 shall require, and in no event shall the reasonable best efforts of Parent be deemed or construed to require, Parent to pay any fees or any interest rates applicable to the Debt Financing in excess of those contemplated by the Debt Financing Commitment Letter (including solicitations the market flex provisions) or agree to any other term materially less favorable to Parent or the Company than such corresponding term contained in or contemplated by the Debt Financing Commitment Letter (in either case, whether to secure waiver of votes any conditions contained therein or proxies otherwise). Copies of any new financing commitment letter, including any term sheet, annex and any agreements related thereto entered into in connection with any Replacement Debt Financing (including any related fee letter (with fee amount redacted to the IPR Shareholders Meetingextent required by the applicable financing source)) relating shall be promptly provided to the Company and in any way event within forty-eight (48) hours of receipt by Parent of a final executed copy of such new financing commitment letter. In such event, (1) the term “Debt Financing” will be deemed to include any Replacement Debt Financing and (2) the IPR Shareholders Circular or term “Debt Financing Commitment Letter” will be deemed to include any Investment Circularcommitment letters with respect to such Replacement Debt Financing.

Financing Cooperation. (a) Subject Prior to Section 6.1 and 6.26(a) and without limiting the generality of Closing, the foregoingCompany shall use its reasonable best efforts, and subject shall cause its Subsidiaries and their respective Representatives to Seller's obligations use reasonable best efforts, to provide customary cooperation for debt financings similar to the Debt Financing, to the extent reasonably requested by Xxxxxx Sub in Section 6.1 writing and 6.26(a)at Merger Sub’s sole expense, between the Effective Date and the Closing Date, the Sellers will use Commercially Reasonable Efforts to cooperate with the Purchaser in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries), including using commercially reasonable efforts to: (i) participate in a reasonable number of meetings (which may be virtual) and presentations, to the extent customary for financings of a type similar to the Debt Financing and at reasonable times and with reasonable advance notice to the Company (but limited in the case of the Debt Financing Sources to not more than one virtual meeting with the Debt Financing Sources); (ii) to the extent required by the Debt Financing, using commercially reasonable efforts to facilitate the pledging and perfection of collateral of the Company, effective no earlier than the Closing; (iii) provide at least three Business Days prior to the Closing Date all documentation and other information required by bank regulatory authorities under applicable “know-your-customer”, anti-money laundering rules and regulations and beneficial ownership rules and regulations, including the USA PATRIOT Act and 31 C.F.R. §1010.230, relating to the Company or any of its Subsidiaries, in each case as reasonably requested by Parent at least nine Business Days prior to the Closing Date; (iv) to the extent reasonably requested by Xxxxxx, providing reasonable and customary assistance to Merger Sub in obtaining private corporate and facilities credit ratings with respect to the Debt Financing; (v) assist in the preparation of, and executing and delivering at Closing, Definitive Agreements, including schedules, guarantee and collateral documents and customary closing certificates to the extent required by the Debt Commitment Letter (including a solvency certificate in the form set forth on Annex I to Exhibit C of the Debt Commitment Letter); (vi) assisting in the taking of all corporate and other similar actions, subject to and contingent upon the occurrence of the Closing, reasonably necessary to permit the consummation of the Debt Financing on the Closing Date; it being understood that (A) no such corporate or other action will take effect prior to the Closing and (B) any such corporate or other action will only be required of the directors, members, partners, managers or officers of the Company and its subsidiaries who retain their respective positions as of the Closing; and (vii) deliver such readily available financial information memorandum, prospectus or similar investment circular for regarding the purpose of or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred Company as is reasonably requested by Xxxxxx Sub in connection with the Contemplated Transactions (eachDebt Financing, an "Investment Circular") and solely to the extent such information is of the type customarily provided by providing a borrower in connection with similar debt financings to the Purchaser with historical financial data Debt Financing and historical operating data that is reasonably requested can be prepared by the Purchaser related Company without unreasonable effort or undue burden (it being understood and agreed that, notwithstanding anything to the Acquired Companiescontrary contained herein, except the provision of Company shall not be required to provide any Excluded Information), it being understood and agreed that the Company shall have satisfied the obligations set forth in Section 5.08(a)(i) through Section 5.08(a)(vii) if the Company shall have used its commercially reasonable efforts to comply with such historical operating data shall be subject to obligations whether or not any applicable confidentiality deliverables are actually obtained or non-disclosure agreements in favor of third parties, if anyprovided. (b) Subject The foregoing notwithstanding, none of the Company nor any of its Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 5.08 that would (i) require the Company or its Subsidiaries or any of its or their respective Representatives (collectively, the “Company Cooperation Parties”) to pass resolutions or consents to approve or authorize the execution of the Debt Financing or enter into, execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement, in each case that are not conditioned on the occurrence of the Closing (other than the execution of customary authorization letters in connection with the obligations set forth above; provided that in no event shall the Company or its Subsidiaries be required to assume any expense in connection with the execution of such documents), (ii) cause any representation or warranty in this Agreement to be breached by any Company Cooperation Party or require any Company Cooperation Party to make a representation, warranty or certification that, in good faith determination of such Person, is not true, (iii) require any Company Cooperation Party to (A) pay any commitment or other similar fee or incur any other expense, liability or obligation in connection with the Debt Financing that is not reimbursed by Parent and/or Merger Sub at the Closing or (B) require any Company Cooperation Party to enter into or approve any Debt Financing that is not conditioned on the occurrence of the Closing or have any obligation of any Company Cooperation Party under any agreement, certificate, document or instrument be effective until the Closing or (iv) cause any director, officer, employee or stockholder of the Company Cooperation Parties to incur any personal liability, (v) conflict with or violate the organizational documents of the Company Cooperation Parties or any applicable Laws or any applicable Judgment or result in the disclosure of trade secrets or competitively sensitive information to third parties and/or jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege, (vi) conflict or be reasonably expected to result in a violation or breach of, or a default (with or without notice, lapse of time, or both) under, any Contract to which any of the Company Cooperation Parties is a party, (vii) require any of the Company Cooperation Parties to prepare any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice, (viii) provide or deliver any internal or external legal opinions by the Company Cooperation Parties, (ix) require any of the Company Cooperation Parties to consent to a pre-filing of UCC-1s or any other grant of Liens or that result in any Company Cooperation Party being responsible to any third parties for any representations or warranties prior to the procedures Closing or (x) require any of the Company Cooperation Parties to prepare or deliver any Excluded Information. Nothing contained in this Section 5.08 or otherwise shall require any of the Company Cooperation Parties, prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing or other financing prior to the Closing. (c) Parent shall, promptly, and in no event later than ten Business Days of the Company’s written request therefor, reimburse the Company Cooperation Parties for indemnity all reasonable costs incurred by any of the Company Cooperation Parties in connection with fulfilling their respective obligations pursuant to this Section 5.08 (including all reasonable out-of-pocket costs and attorneys’ fees and expenses) and shall indemnify and hold harmless the Company Cooperation Parties from and against any and all liabilities, losses, damages, claims, costs, expenses (including attorneys’ fees and expenses), interest, awards, judgments and penalties suffered or incurred by them in connection with the Debt Financing, any action taken by them at the request of Parent or its Representatives pursuant to this Section 5.08 and any information used in connection therewith or used with the cooperation by the Company Cooperation Parties, except if such liabilities or other losses are the result of the fraud, gross negligence or willful misconduct of the Company Cooperation Parties. (d) The parties hereto acknowledge and agree that the provisions contained in this Section 5.08 represent the sole obligations of the Company Cooperation Parties with respect to cooperation in connection with the arrangement of any financing (including the Financing) to be obtained by Parent and/or Merger Sub with respect to the Transactions and the Commitment Letters, and no other provision of this Agreement (including the Exhibits and Schedules hereto) or the Commitment Letters shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent, Merger Sub or any of their respective Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (e) All non-public or otherwise confidential information regarding the Company Cooperation Parties obtained by Parent or its Representatives pursuant to this Section 5.08 shall be kept confidential in accordance with the Confidentiality Agreement. Parent and its Affiliates shall have the right to use the name and logo of the Company or any of its Affiliates in connection with any Financing; provided, that such name and logos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect in any material respect the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives. (f) Notwithstanding anything to the contrary in this Agreement, the failure of the Company to comply with this Section 5.08 shall not give rise to the failure of a condition precedent set forth in Section 11.4, 6.02(b) or a right to terminate this Agreement pursuant to Section 7.01(c)(i) unless such failure is the Purchaser Parties will indemnify result of a knowing and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR intentional breach by the Sellers expressly for use therein and (ii) Company of any offering provision of securities, financing activities, solicitations (including solicitations of votes or proxies in connection with the IPR Shareholders Meeting) relating in any way to the IPR Shareholders Circular or any Investment Circularthis Section 5.08.

Financing Cooperation. (a) Subject In connection with Buyer's efforts to Section 6.1 obtain high-yield bond financing and 6.26(a) and without limiting the generality of the foregoing, and subject to Seller's obligations in Section 6.1 and 6.26(a), between the Effective Date and the Closing Dateany other financings undertaken by Buyer, the Sellers will use Commercially Reasonable Efforts to cooperate with the Purchaser Buyer Subs or their respective Affiliates in connection with the preparation of any information memorandum, prospectus or similar investment circular for the purpose of or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with historical financial data transactions contemplated hereby and historical operating data that is reasonably requested by the Purchaser related to the Acquired CompaniesLocal Purchase Agreements, except the provision DuPont shall request certain members of any such historical operating data DTI management (previously agreed upon by Buyer and DuPont), and shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if any. (b) Subject to the procedures for indemnity set forth in Section 11.4, the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleadingrequest PWC, in each case to the extentextent practicable, but only to (i) aid in the preparation of written offering materials used to complete such financings, to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written extent information furnished contained therein relates to the IPR by DTI Business, DuPont or any of its Affiliates or the Sellers expressly for use therein and Joint Ventures, (ii) provide Buyer and its Representatives with historical financial information and data (other than in any offering event projections) and other information and data in the possession of securitiesDuPont and reasonably requested in connection with such financings and, financing activitiesin the case of PWC, solicitations (including solicitations assist in the preparation of votes or proxies auditors reports, comfort letters and other documentation prepared in connection with the IPR Shareholders Meetingmitigation of financial assistance regulations that any DTI Company may be subject to in connection therewith and (iii) relating participate in presentations, road shows, due diligence sessions, drafting sessions and other meetings customarily involved in financing efforts; PROVIDED, that the foregoing activities would not unreasonably interfere with the performance of such Person's duties in connection with the DTI Business; PROVIDED, that, in the case of any of clauses (i)-(iii) above, (A) Buyer shall promptly reimburse DuPont for any out-of-pocket expenses reasonably incurred by DuPont and its Affiliates (including the reasonably incurred out-of-pocket expenses of members of management of the DTI Business) in connection with their compliance with this Section 5.35 and (B) any offering materials and other documents prepared by Buyer or its Affiliates which include any information provided by DuPont or any of its Affiliates shall be subject to the prior approval of DuPont (not to be unreasonably withheld in the case of information regarding the DTI Business); PROVIDED, that, (x) Buyer shall not undertake any financing in connection with the transactions contemplated hereby and by the Local Purchase Agreements which would result in any way offering memorandum or financial statements relating to the IPR Shareholders Circular DTI Business becoming publicly available prior to the Closing; PROVIDED, FURTHER, that the foregoing shall not prohibit distribution of any offering memorandum or other materials in a manner customary in connection with an offering under Rule 144A under the Securities Act and (y) Buyer shall include in any offering memorandum, banker's book or similar document used, or any Investment Circularother written offering materials used (collectively, "OFFERING MATERIALS"), in connection with any such high-yield debt offering or other such Buyer financing, a disclaimer to the effect that neither DuPont nor any of its Subsidiaries nor any employees thereof have any responsibility for the content of such document and disclaim all responsibility therefor and shall further include a disclaimer with respect to DuPont in any oral disclaimer included with respect to Parent, Buyer or KoSa B.V. in any oral disclosure with respect to such financing unless doing so would not make sense in such context. (b) DuPont shall, and shall cause each of its applicable Subsidiaries to, use its reasonable commercial efforts to obtain opinions of its local counsel (which may be in-house counsel) as set forth on Schedule 5.35(b) in the jurisdictions set forth on such Schedule addressing the matters reasonably requested by, and addressed to, Buyer's lenders and placement agents and, in an offering under Rule 144A under the Securities Act, the initial purchasers.

Financing Cooperation. (a) Subject to Section 6.1 and 6.26(aIf requested by the Purchaser, the Company will provide the following cooperation in connection with the Purchaser obtaining any Permitted Loan or Permitted Transaction: (i) and without limiting entering into an issuer agreement (an “Issuer Agreement”) with each lender in the generality of the foregoingform attached hereto as Exhibit C, and subject to Seller's obligations the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender, (ii) prior to the thirteen (13)-month anniversary of the date of issuance using commercially reasonable efforts to (but in any event prior to the fourteen (14)-month anniversary of the date of issuance) deposit the pledged Notes and/or any pledged shares of Class A Common Stock received upon conversion of the Notes in book entry form on the books of The Depository Trust Company without restrictive legends and bearing an unrestricted CUSIP subject to (A) the eligibility requirements of the Depository Trust Company being satisfied and (B) reasonable undertakings by such lender to ensure that any public resales of Pledged Convertible Notes will be eligible for resale without registration under the Securities Act, (iii) if so requested by such lender or counterparty, as applicable, registering or re-registering the pledged Notes and/or shares of Class A Common Stock to be issued upon conversion of the Notes, as applicable, in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan or Permitted Transaction, with respect to Permitted Loans solely as securities intermediary or secured party and only to the extent such Purchaser or its Affiliates continues to beneficially own such pledged Notes and/or shares of Class A Common Stock, (iv) entering into customary triparty agreements with each lender and the Purchaser relating to the delivery of the Notes to the relevant lender (or re-registration of such Notes in the name of the Custodian (as defined in the Issuer Agreement) as record holder for the Purchaser’s beneficial interest in the Notes or a lender of a Permitted Loan as secured party thereunder) for crediting to the relevant collateral accounts upon funding of the loan and payment of the 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 upon payment of the purchase price therefor in accordance with the terms of this Agreement (including satisfaction of the conditions set forth in Section 6.1 2.02(d)) and/or (v) such other cooperation and 6.26(a), between the Effective Date and the Closing Date, the Sellers will use Commercially Reasonable Efforts to cooperate with assistance as the Purchaser in connection with may reasonably request that will not unreasonably disrupt the preparation operation of any information memorandum, prospectus or similar investment circular for the purpose of or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested by the Purchaser related to the Acquired Companies, except the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if anyCompany’s business. (b) Subject Anything in Section 4.09(a) to the procedures 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 indemnity set forth the Permitted Loan to which the Issuer Agreement relates and (y) the Purchaser certifying to the Company in Section 11.4writing (A) that 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 Parties will indemnify has pledged the Notes and/or the underlying shares of Class A Common Stock as collateral to the lenders under such Permitted Loan and hold that the Sellers execution of such Permitted Loan and their Affiliates harmless against any Losses the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under 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 Sellers lenders under the Permitted Loan may foreclose on the Notes and/or the underlying shares of Class A Common Stock and their Affiliates may become subject insofar a transfer in connection with a (including a potential) Coverage Event (as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact contemplated by the Margin Loan Agreement as defined in the IPR Shareholder Circular Issuer Agreement) constitutes circumstances under which the Purchaser may sell the Notes and/or the underlying shares of Class A Common Stock in order to satisfy a margin call or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein repay a material fact or necessary to make the statements therein not misleadingPermitted Loan, in each case to the extent, but only extent necessary to satisfy or avoid a bona fide margin call on such Permitted Loan and that such provisions do not violate the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein terms of this Agreement and (iiD) that the Purchaser acknowledges and agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any offering inaccuracy in such certificate will be deemed a breach of securities, financing activities, solicitations this Agreement. Purchaser acknowledges and agrees that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Purchaser under this Agreement the Purchaser shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company. (including solicitations of votes or proxies c) The Company’s obligation to deliver an Issuer Agreement in connection with a Permitted Transaction is conditioned on (x) the IPR Shareholders MeetingPurchaser delivering to the Company a copy of the agreement for such Permitted Transaction and (y) relating the Purchaser certifying to the Company in writing (A) that the counterparty to such Permitted Transaction is a bank or broker-dealer that is engaged in the business of financing debt securities (in the case of the Note) or stock (in the case of the Class A Common Stock) or similar instruments, (B) that the execution of such Permitted 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 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, or industry standard termination events, including but not limited to illegality, changes in tax law and force majeure constitute the only circumstances under which the counterparty or counterparties under the Permitted Transaction may exercise rights and remedies to transfer to itself or sell, during the Restricted Period, the Notes and/or the underlying shares of Class A Common Stock purchased from Purchaser (or its controlled Affiliate) or held as a hedge. (d) Upon request by the Purchaser, the Company shall consider in good faith any amendments to this Agreement, the Indenture or the Notes proposed by the Purchaser necessary to facilitate the consummation of a Permitted Loan transaction or Permitted Transaction, and the Company shall consent to any such amendment that is not adverse in any way respect to the IPR Shareholders Circular or any Investment Circularinterests of the Company (as determined by the Company in its sole discretion upon the authorization of the disinterested members of the Board of Directors), it being acknowledged that the registration of the Notes for resale by the Target Registration Date is not adverse to the interests of the Company.

Financing Cooperation. (a) Subject to the limitations set forth elsewhere in this Section 6.1 6.13, the Company shall provide to DLR, and 6.26(a) shall cause the respective officers and without limiting the generality employees of the foregoingCompany, and subject use its reasonable best efforts to Seller's obligations in Section 6.1 and 6.26(a)cause the Representatives of the Company to provide to DLR, between the Effective Date and the Closing Dateat DLR’s sole expense, the Sellers will use Commercially Reasonable Efforts to cooperate with the Purchaser in connection with the preparation of any information memorandum, prospectus all cooperation reasonably requested by DLR that is necessary or similar investment circular for the purpose of or reasonably required in connection with any post-Closing (i) unsecured third party financing transaction, (ii) any private or refinancing public offering of securities of DLR or DLR OP (including, without limitation, DLR Common Stock, preferred stock or debt securities), (iii) any indebtedness assumed offer to exchange securities of the Company or incurred in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested by the Purchaser related any Company Subsidiary for any securities of DLR or any DLR Subsidiary but only to the Acquired Companiesextent effective on or after the Closing (an “Exchange Offer”), except or (iv) the provision consent solicitation and/or redemption of any such historical operating data the Notes contemplated by Sections 6.13(e), (f) and (g), in each case, that DLR or DLR OP may pursue in good faith prior to the Partnership Merger Effective Time. DLR and the Company shall be cooperate and use reasonable best efforts to obtain customary payoff letters and lien releases with respect to existing indebtedness of the Company and the Company Subsidiaries that DLR or DLR OP intends to repay in full at Closing, subject to applicable confidentiality or non-disclosure agreements in favor the occurrence of third parties, if anythe Closing. (b) Subject With respect to the procedures financing contemplated in Section 6.13(a), such cooperation shall include using its reasonable best efforts to: (i) furnish to DLR upon request by DLR all information with respect to business, operations, financial condition, projections and prospects of the Company as may be reasonably requested by DLR or any third party financing source, including all financial statements, financial data and other information regarding the Company and the Company Subsidiaries of the type that would be required by Regulation S-X and Regulation S-K promulgated under the Securities Act for indemnity a public offering of securities of DLR or DLR OP (including for use in DLR’s or DLR OP’s preparation of pro forma financial statements), including updates to any such information as may be reasonably requested by DLR (including so as to remain current pursuant to Rule 3-12 under Regulation S-X); (ii) request the Company’s independent accountants to prepare and deliver “comfort letters,” dated the date of each final offering document used in connection with any securities offering by DLR (with appropriate bring-down comfort letters delivered on each closing date of any such offering, including in connection with the exercise of an option to purchase additional securities of DLR), in compliance with professional standards (including providing “negative assurance” comfort and AU 722, Interim Financial Information (or successor standard) review of interim financial statements) and otherwise on terms reasonably acceptable to DLR; (iii) provide representative letters to the Company’s independent accountants; (iv) request the Company’s independent accountants to provide consent to use of their reports in materials relating to any financing, including SEC filings and offering memoranda that include or incorporate the Company’s consolidated financial information and their reports thereon in accordance with normal customary practice; and (v) provide documentation and other information that debt financing sources reasonably determine is necessary under applicable “know your customer” and anti-money laundering rules and regulations. (c) Nothing in this Section 6.13 shall require the Company or the Company Subsidiary: (i) to pay any reimbursable fee or incur any liability in connection with any of the financing activities contemplated by Section 6.13; (ii) take any action that would unreasonably interfere with the ongoing operations of the Company or any Company Subsidiary in any material respect; (iii) to provide such cooperation to the extent it would cause any condition to Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement; (iv) to take any action that will conflict with or violate its respective organizational documents or any applicable laws or result in the contravention of, or would reasonably be expected to result in a material violation of, or material default under, any contract to which the Company or any Company Subsidiary is a party or the respective indentures governing the applicable series of Notes (as defined below); (v) prepare separate financial statements for any Company Subsidiary (other than the Company Operating Partnership) or change any fiscal period, or (vi) with respect to an Exchange Offering, to enter into any document, agreement or other instrument that will be effective prior to the Closing. No personal liability shall be imposed on any officers, directors or other Representatives of the Company. (d) DLR shall promptly, upon 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 Company Operating Partnership in connection with the cooperation provided or other action taken by Company or Company Operating Partnership pursuant to this Section 11.4, the Purchaser Parties will 6.13 and indemnify and hold harmless the Sellers Company, the Company Subsidiaries and their Affiliates harmless 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 public offering, any information utilized in connection therewith or any action taken by the Company or any Company Subsidiary pursuant to this Section 6.13; provided, however, that the foregoing indemnity shall not apply with respect to any Losses resulting from a willful or intentional breach of any representation, warranty, covenant or agreement of the Company or any Company Subsidiaries under this Agreement. (e) The Company Operating Partnership shall, if requested by DLR, as soon as reasonably practicable after the date of this Agreement, use its reasonable best efforts to commence a consent solicitation with respect to any or all of (x) the Company Operating Partnership’s outstanding 5.875% senior unsecured notes due 2021 (the “2021 Notes”) and (y) the Company Operating Partnership’s outstanding 5.625% senior unsecured notes due 2023 (the “2023 Notes” and, together with the 2021 Notes, the “Notes”), on such terms and conditions as may be specified by DLR to amend or waive, or obtain consent under, certain provisions of the respective indentures governing each series of Notes, which amendments, waivers or consents may include the Sellers elimination of all or substantially all of the restrictive covenants and their Affiliates may become certain other provisions (including, without limitation, provisions that would require the Company Operating Partnership to offer to repurchase the outstanding Notes as a result of any “Change of Control” (as defined in the applicable indenture) occurring in connection with the transactions contemplated by this Agreement) (the “Notes COC Consents”) contained in the respective indentures governing such series of Notes that can be eliminated upon the favorable vote of the holders of a majority of the principal amount thereof (the “Consent Solicitations”). Any documentation relating to any Consent Solicitation (including all amendments or supplements thereto) (the “Solicitation Documents”) and all material requested to be published or mailed to the holders of the Notes in connection with any Consent Solicitation shall be subject insofar to the prior review of (which review shall be made as promptly as reasonably practicable), and comment by the Company and shall be reasonably acceptable to the Company; provided that, in any event, the parties hereby agree that promptly upon expiration of any Consent Solicitation, assuming the requisite consents have been received with respect to such Losses arise out series of Notes, the Company Operating Partnership and the guarantors thereto shall execute a supplemental indenture to the respective indentures governing each series of Notes and shall use reasonable best efforts to cause the trustee under each such indenture to enter into such supplemental indenture prior to or are based upon substantially simultaneously with the execution thereof by the Company Operating Partnership and the guarantors party thereto. Any amendment to an indenture contemplated by any Consent Solicitation (iother than any Notes COC Consent) shall revert to the form in effect prior to the effectiveness of any such amendment and be of no further effect if the Closing does not occur. (f) If at any time prior to the completion of any Consent Solicitation any information should be discovered by the Company or DLR that the Company or DLR reasonably believes should be set forth in an amendment or supplement to the Solicitation Documents, so that the Solicitation Documents shall not contain an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement prepared by DLR and reasonably acceptable to the Company describing such information shall be disseminated by or on behalf of the Company Operating Partnership to the holders of the applicable Notes. (g) DLR shall select and pay the fees and out-of-pocket expenses of any dealer manager, information agent, depositary, trustee or other agent retained in connection with any Consent Solicitation (in each case reasonably acceptable to the extentCompany), but only and pay all consent fees (or provide the Company with the funds required therefor in advance of the required payment thereof) payable in connection with any Consent Solicitation. At DLR’s expense, the Company shall use its reasonable best efforts, and shall cause the other Company Subsidiaries to the extentuse their reasonable best efforts to, such untrue statement provide all cooperation reasonably requested by DLR that is necessary or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies reasonably required in connection with the IPR Shareholders MeetingConsent Solicitations, including, without limitation, (i) relating in any way executing supplemental indentures to the IPR Shareholders Circular applicable indentures governing each series of Notes, (ii) using reasonable best efforts to cause the trustee under each such indenture to enter such supplemental indenture prior or substantially simultaneously with execution thereof by the Company Operating Partnership and the guarantors party thereto and (iii) providing the information necessary to distribute the applicable Solicitation Documents to the holders of the applicable series of Notes. If requested by DLR in writing in connection with any Consent Solicitation with respect to the Notes, the Company and the Company Subsidiaries shall use their reasonable best efforts, or shall use their reasonable best efforts to cause their counsel to, deliver legal opinions in customary form and scope relating to the Company, the Company Subsidiaries and/or the indentures governing the Notes required in connection with the Consent Solicitations. The Company and the Company Subsidiaries shall, if requested by DLR at DLR’s expense, use their reasonable best efforts, or shall use their reasonable best efforts to cause their counsel to, provide all cooperation reasonably requested by DLR that is necessary or reasonably required in connection with a redemption of either or both series of Notes and the satisfaction and discharge of the respective indentures governing each series of Notes, including, without limitation, (i) delivering to the trustee under the respective indenture governing each series of Notes (each, as applicable, the “trustee”) a notice of redemption with respect to each such series of Notes to be delivered to the holders of each such series of Notes, (ii) requesting a nationally recognized firm of independent public accountants to deliver a written certificate to the trustee regarding the sufficiency of funds or U.S. government obligations deposited in trust to pay principal of and interest on such series of Notes to redemption and to pay all other sums payable under the respective indenture governing such series of Notes, (iii) delivering to the trustee officers’ certificates and opinions of counsel in each case stating that all conditions precedent provided for in the respective indenture governing each series of Notes relating to the satisfaction and discharge of such indenture have been complied with and (iv) requesting that the trustee acknowledge in writing such satisfaction and discharge. (h) All non-public or other confidential information provided by the Company or any Investment Circularof its Representatives pursuant to this Agreement shall be kept confidential in accordance with the Confidentiality Agreement; provided, that DLR and DLR OP 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 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 Section 6.13 in connection with the Transactions. (i) The Parties acknowledge and agree that consummation of any financing transaction, public or private offering, Exchange Offer, consent solicitation and/or tender of Notes contemplated by this Section 6.13 is not a condition to any Party’s obligation to consummate the Mergers.

Financing Cooperation. (a) Subject In connection with any contemplated obtainment of Debt Financing, prior to the Closing, at Buyer’s expense to the extent subject to the expense reimbursement provisions in Section 6.1 7.22(b), Seller shall use commercially reasonable efforts to provide (and 6.26(ashall use commercially reasonable efforts to cause its Representatives to provide) and without limiting to Buyer (at Buyer’s sole expense) such cooperation as may be reasonably requested by Buyer to assist them in arranging the generality Debt Financing. provided, that such requested cooperation does not require the Seller or any of its Affiliates to (A) engage in any action that would adversely interfere with the business or operations of the foregoing, and subject to Seller's obligations in Section 6.1 and 6.26(a), between the Effective Date and the Closing Date, the Sellers will use Commercially Reasonable Efforts to cooperate with the Purchaser Seller or such Affiliate or (B) pay any fee or incur any other liability in connection with the preparation of any Debt Financing. Such cooperation shall include, but not be limited to: (a) furnishing on a confidential basis to Buyer and its Representatives and the Financing Sources, within a reasonable time period consistent with the Seller’s past practice, such historical financial information memorandumand other pertinent historical information regarding the Business, prospectus or similar investment circular for the purpose of or Purchased Assets and the Assumed Obligations as may be reasonably requested by Buyer in connection with the Debt Financing; provided that such assistance shall be limited solely with respect to information and data derived from the Seller’s historical books and records; (b) [reserved] (c) participation in a reasonable number (with reasonable advance notice) of meetings, presentations, road shows, due diligence sessions and drafting sessions with prospective lenders and with rating agencies, including direct contact between senior management of Seller, on the one hand, and the actual and potential Financing Sources, on the other hand, and other customary syndication activities, (d) facilitating the granting of a security interest (and perfection thereof) in collateral, and the preparation of guarantees, mortgages, other definitive financing documents or other certificates or documents as may reasonably be requested by Buyer, including obtaining releases of existing liens; provided that any granting of security interests (and perfection thereof) in collateral, obligations related to any guarantees, mortgages, other definitive financing documents or other certificates or documents and releases of liens contained in all such agreements and documents shall be, in each case, subject to the occurrence of the Closing, (e) cooperating in satisfying the conditions precedent set forth in the Debt Financing Commitment Letter to the extent satisfaction of any such condition is within the control of Seller, (f) providing information regarding the Business, the Purchased Assets and the Assumed Obligations as may be reasonably requested by the Buyer to assist Buyer in preparing materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses (registered or otherwise) and similar documents reasonably and customarily used to complete the Debt Financing, (g) using commercially reasonable efforts to assist Buyer in the preparation of customary pro forma financial statements; provided, that neither the Seller or its Representatives shall be required to provide any such assistance with respect to financial information or statements relating to (A) the determination of the proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (B) the determination of any post-Closing financing or refinancing of pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any indebtedness assumed or incurred information used in connection with the Contemplated Transactions Debt Financing; or (each, an "Investment Circular"C) by providing the Purchaser with historical financial data and historical operating data any adjustments that is reasonably requested by the Purchaser are not directly related to the Acquired Companies, except acquisition of the provision of Purchased Assets; provided further that (x) such assistance shall be limited solely with respect to information and data derived from the Seller’s historical books and records and (y) neither Seller nor its Representatives shall be required to certify or attest to any such historical operating data shall be pro forma financial statements or other forecasted information; and (h) to the extent required by the Financing Sources, providing customary authorization letters authorizing the distribution of information to prospective Financing Sources regarding the Business, subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if anycustomary terms and conditions. (b) Subject Nothing in this Section 7.22 will require the Seller to the procedures for indemnity set forth in Section 11.4, the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement waive or alleged untrue statement amend any terms of material fact in the IPR Shareholder Circular this Agreement or agree to pay any Investment Circular, fees or reimburse any amendment expenses for which it has not received prior reimbursement or supplement thereto, is not otherwise indemnified by or arise out on behalf of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and Buyer; (ii) enter into any offering of securities, financing activities, solicitations definitive agreement; (including solicitations of votes or proxies iii) give any indemnities in connection with the IPR Shareholders MeetingDebt Financing; (iv) relating take any action that, in the good faith determination of the Seller, would unreasonably interfere with the conduct of the business of the Seller and its Affiliates or create an unreasonable risk of damage or destruction to any property or assets of the Seller or any of its Affiliates; (v) adopt resolutions (whether by the board of directors of the Seller or otherwise) approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained; or (vi) provide any assistance or cooperation that (A) would cause any representation or warranty in this Agreement made by Seller to be breached, or (B) cause any conditions to Closing set forth in Article VIII to fail to be satisfied by the Termination Date or otherwise result in a breach of this Agreement by Seller that would provide Buyer the right to terminate this Agreement (unless waived by Buyer). In addition, any bank information memoranda and high-yield offering prospectuses or memoranda required in relation to the Debt Financing will contain disclosure reflecting the Buyer or one or more Affiliates of Buyer as the obligor. Nothing in this Section 7.22 will require any Representative of the Seller or any of its Affiliates to deliver any document, or take any action that could reasonably be expected to result in personal liability to such Representative. Buyer shall promptly, upon request by the Seller (and in any way event within 10 Business Days of such request), reimburse the Seller for all out-of-pocket costs and expenses incurred by the Seller or any of its Affiliates (including reasonable and documented attorneys’ fees and accountants’ fees) in connection with its cooperation contemplated by this Section 7.22. (c) Buyer shall indemnify and hold harmless the Seller and its Affiliates and their respective directors, officers and employees from and against any and all Losses suffered or incurred by them in connection with the arrangement and completion of any Debt Financing, capital markets transactions or related transactions by Buyer in connection with financing the transactions contemplated hereby and any information utilized in connection therewith. This Section 7.22(c) shall survive the consummation of the Closing and any termination of this Agreement, and is intended to benefit, and may be enforced by, the officers and directors of the Seller and its Affiliates and their respective heirs, executors, estates and personal representatives who are each third party beneficiaries of this Section 7.22(c). (d) Notwithstanding anything to the IPR Shareholders Circular contrary contained herein, no Seller Related Party shall have any rights or claims against any Investment CircularDebt Financing Source in connection with this Agreement, the Debt Financing Commitment Letter or the transactions contemplated hereby or thereby, and no Debt Financing Source shall have any rights or claims against any Seller Related Party in connection with this Agreement, the Debt Financing Commitment Letter or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following consummation of the Closing, the foregoing will not limit the rights of the parties to the Debt Financing Commitment Letter. In addition, in no event will any Debt Financing Source be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortuous nature. (e) Notwithstanding anything to the contrary in this Agreement, Buyer acknowledges and agrees that receipt of the Debt Financing is not a condition to its obligation to consummate the transaction contemplated by this Agreement.

Financing Cooperation. (a) Subject Prior to Section 6.1 the Closing, the Company shall use its commercially reasonable efforts to, and 6.26(a) shall use its commercially reasonable efforts to cause its Subsidiaries and without Representatives to, provide such reasonable cooperation as is customary and reasonably requested by Parent in connection with the obtaining and arranging of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries). Without limiting the generality of the foregoing, such commercially reasonable efforts in any event shall include: (i) upon reasonable notice, directing employees of the Company and subject its Subsidiaries with appropriate seniority and expertise to Seller's obligations be available at reasonable times and participating in Section 6.1 and 6.26(aa reasonable number of meetings (including one-on-one meetings or conference calls with the Debt Financing Sources), between the Effective Date drafting sessions and the Closing Datepresentations; provided, the Sellers will use Commercially Reasonable Efforts that any such meeting or communication may be conducted virtually by videoconference or other media; (ii) providing reasonable and customary assistance to cooperate Parent with the Purchaser Parent’s preparation of customary documents, memoranda, diligence, materials, and customary documents reasonably necessary in connection with the preparation Debt Financing and providing reasonably timely and customary access to diligence materials, appropriate personnel and properties during normal business hours and on reasonable advance notice to allow the Debt Financing Sources and their representatives to complete all reasonable due diligence; in each case in this clause: (A) subject to customary confidentiality provisions and disclaimers, including the Confidentiality Agreement; (B) as reasonably requested in writing (e-mail being sufficient) by Parent; and (C) limited to information to be contained therein with respect to the Company and its Subsidiaries; (iii) to the extent requested by Debt Financing Sources, furnishing Parent, reasonably promptly upon written request, with such historical financial, statistical and other pertinent business information relating to the Company and its Subsidiaries as may be reasonably requested by Parent (which notice shall state with reasonable specificity the information requested), as is customarily required with financings of any information memorandum, prospectus the type similar to the Debt Financing and reasonably available and prepared by or similar investment circular for the purpose Company and its Subsidiaries in the ordinary course of business; provided, that, the Company shall not be responsible in any manner for any pro forma financial information or in connection financial statements; (iv) facilitating, effective no earlier than the Effective Time, simultaneously with, and conditioned upon, and subject to the occurrence of, the Closing, the execution and delivery of definitive financing, pledge, security and guarantee documents relating to the Debt Financing; (v) providing documentation and other information with any postrespect to the Company and its Subsidiaries required by regulatory authorities under applicable “know your customer” and anti-Closing financing or refinancing of any indebtedness assumed or incurred money laundering rules and regulations, including the PATRIOT Act in connection with the Contemplated Transactions (eachDebt Financing, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is in each case as reasonably requested by Parent in writing; (A) cooperating in connection with the Purchaser repayment or defeasance of any existing indebtedness of the Company and its Subsidiaries as of the Effective Time and the release of related Liens, including delivering such payoff, defeasance, termination or similar notices under any existing financing documents of the Company and its Subsidiaries as are reasonably requested by Parent (provided, that in the case of clause (B), the Company shall not be required to deliver any notices, commitments, terminations or other documents that are not conditioned on, and subject to the Acquired Companiesoccurrence of, except the provision Closing); (vii) to the extent requested by Parxxx xx writing, obtaining from the Company’s independent auditors customary “comfort letters” and customary consents to the use of accountants’ audit reports in connection with the Debt Financing; (viii) providing reasonable and customary assistance with respect to Parent attempting to obtain any third-party consents associated with the Debt Financing which shall not be required to be effective until as of, and subject to the occurrence of, the Closing; (ix) reasonably cooperating with the marketing efforts of Parent and its financing sources for any Debt Financing, including providing reasonable consent to the use of the Company’s or its Subsidiaries’ logos in connection with the Debt Financing; provided, that such historical operating data shall logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company’s or its Subsidiaries’ reputation or goodwill; (x) to the extent reasonably requested in writing by Parent and necessary in connection with the Debt Financing, mailing and e-mailing requests for estoppels and certificates from non-residential tenants, lenders, managers, franchisors, ground lessors, ground lessees, and counterparties to reciprocal easement agreements, declarations and similar agreements in form and substance reasonably satisfactory to such Debt Financing Source; (xi) as may be reasonably requested by Parent, no earlier than immediately prior to the Effective Time, and provided such actions would not adversely affect the Tax status of the Company or any of its Subsidiaries or cause the Company or any of its Subsidiaries to be subject to applicable confidentiality additional Taxes, transferring or nonotherwise restructuring its ownership of existing Subsidiaries of the Company, properties or other assets, in each case, pursuant to documentation reasonably satisfactory to Parent and the Company; and (xii) to the extent reasonably requested in writing (e-disclosure agreements mail being sufficient) by Pxxxxx and necessary in favor connection with the Debt Financing, provide customary and reasonable assistance to allow Parent, the Debt Financing Sources, and each of third partiestheir respective Representatives to conduct customary appraisal, if anysurvey field work and, as permitted by Section 5.2(c), environmental and engineering inspections of each Company Real Property, tractors, trailers, and other assets. (b) Subject Notwithstanding the foregoing, the Company shall not be required to provide, or cause its Subsidiaries or Representatives to provide, cooperation under Section 5.14 to the procedures for indemnity set forth extent that it: (i) unreasonably interferes with the ongoing business or operations of the Company or its Subsidiaries; (ii) requires the Company or its Subsidiaries to incur any liability (including, without limitation, any commitment fees and expense reimbursement) in Section 11.4connection with the Debt Financing prior to the Closing (except those fees, expenses and liabilities that are reimbursable by Parent); or (iii) requires the Purchaser Parties will indemnify Company or its Subsidiaries or their respective Representatives to execute, deliver or enter into, or perform any agreement, document, certificate or instrument (or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Effective Time) with respect to the Debt Financing (other than with respect to customary authorization letters with respect to the Debt Financing) or adopt resolutions approving the agreements, documents and hold the Sellers and their Affiliates harmless against any Losses instruments pursuant to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleadingDebt Financing is obtained, in each case which is not contingent upon the Closing or would be effective at or prior to the extentEffective Time (it being understood that in no event shall any officer or director of the Company or its Subsidiaries be required to take any such action described in this clause (iii) unless such Person shall be continuing in such role following the Effective Time, but and shall only be required to do so in such continuing capacity). (c) Parent shall reimburse or cause to be reimbursed the Company and its Subsidiaries promptly upon written demand for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ and out-of-pocket accountants’ fees) (other than in respect of the preparation of customary historical and ordinary course financial statements already prepared by the Company or its Subsidiaries in the ordinary course of their business and/or with respect to information or materials already in the possession or control of the Company or its Subsidiaries) incurred by the Company or its Subsidiaries and their Representatives in connection with the cooperation under this Section 5.14 and any action taken by them at the request of Parent pursuant to this Section 5.14 (including the dissolution and termination of any subsidiaries formed and documentation entered into pursuant to this Section 5.14), and shall indemnify and hold harmless the Company, its Subsidiaries, and their Representatives and each of the Company’s, its Subsidiaries’ and their Representatives’ respective present and former directors, officers, employees and agents (collectively, the “Financing Indemnified Parties” ) from and against any and all documented out-of-pocket costs, expenses, losses, damages, claims, judgments, fines, penalties, interest, settlements, awards and liabilities suffered or incurred by any of them in connection with the arrangement and consummation of the Debt Financing and any information used in connection therewith, in each case, except to the extentextent such costs, such untrue statement expenses, losses, damages, claims, judgments, fines, penalties, interest, settlements, awards and liabilities are suffered or alleged untrue statement incurred as a result of bad faith, gross negligence or omission or alleged omission was willful misconduct by any Financing Indemnified Party as determined by a court of competent jurisdiction in a final judgment not made in reliance upon subject to further appeal. The provisions of this Section 5.14 are intended to be for the benefit of, and shall be enforceable by, each of the foregoing Financing Indemnified Parties. This Section 5.14 shall survive the termination of this Agreement (and in conformity with written information furnished the event the Merger and the other transactions contemplated hereby are not consummated, notwithstanding anything to the IPR contrary in this Agreement, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by the Sellers expressly Company and its Subsidiaries in connection with the cooperation under this Section 5.14, reimbursable under this Section 5.14 and not previously reimbursed and any indemnification obligations under this Section 5.14, in each case, without regard to any other limitations on liability set forth in this Agreement). (d) If, notwithstanding the use of reasonable best efforts by Parent to satisfy its obligations under this Section 5.14, the Debt Financing or the Debt Financing Commitment Letter (or any definitive financing agreement relating thereto) expire or are terminated or become unavailable prior to the Closing, in whole or in part, for use therein any reason, and such portion is required to satisfy the Financing Purposes, Parent shall (i) promptly notify the Company of such expiration, termination, or unavailability and the reasons therefor and (ii) subject to the third to last sentence of this Section 5.14(d), use its reasonable best efforts promptly to arrange for a firm commitment for alternative financing (“Replacement Debt Financing” ) (which, shall not, without the prior consent of the Company, (A) impose any offering new or additional condition or otherwise expand any condition to the receipt of securitiesthe Debt Financing that makes the funding of the Debt Financing in an amount required to satisfy the Financing Purposes less likely to occur or (B) otherwise be on terms and conditions that are materially less favorable to Parent from a conditionality or enforceability perspective than the terms and conditions of the Debt Financing Commitment Letter) to replace the financing contemplated by such expired, financing activitiesterminated, solicitations or unavailable commitment or arrangement or any portion thereof in an amount sufficient, when added to the portion of the Debt Financing that remains available, to satisfy the Financing Purposes. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 5.14 shall require, and in no event shall the reasonable best efforts of Parent be deemed or construed to require, Parent to pay any fees or any interest rates applicable to the Debt Financing in excess of those contemplated by the Debt Financing Commitment Letter (including solicitations the market flex provisions) or agree to any other term materially less favorable to Parent or the Company than such corresponding term contained in or contemplated by the Debt Financing Commitment Letter (in either case, whether to secure waiver of votes any conditions contained therein or proxies otherwise). Copies of any new financing commitment letter, including any term sheet, annex and any agreements related thereto entered into in connection with any Replacement Debt Financing (including any related fee letter (with fee amount redacted to the IPR Shareholders Meetingextent required by the applicable financing source)) relating shall be promptly provided to the Company and in any way event within forty-eight (48) hours of receipt by Parent of a final executed copy of such new financing commitment letter. In such event, (1) the term “Debt Financing” will be deemed to include any Replacement Debt Financing and (2) the IPR Shareholders Circular or term “Debt Financing Commitment Letter” will be deemed to include any Investment Circularcommitment letters with respect to such Replacement Debt Financing.

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 subject to Section 6.1 applicable law, using reasonable efforts to (A) remove any restrictive legends on certificates representing pledged Notes and 6.26(adepositing such pledged Notes in book entry form on the books of The Depository Trust Company when eligible to do so or (B) and without limiting the generality of clause (A), if such Note is eligible for resale under Rule 144A, depositing such pledged Note in book entry form on the foregoingbooks of The Depository Trust Company or other depository with customary restrictive legends, (ii) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Note in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent a Purchaser or its Affiliates continues to beneficially own such pledged Note, (iii) entering into an issuer agreement (an “Issuer Agreement”) with each lender with respect to such Permitted Loan in the form attached hereto as Exhibit C, and subject to Seller's obligations in Section 6.1 and 6.26(athe consent of the Company (which will not be unreasonably withheld or delayed), between with such changes thereto as are requested by such lender, (iv) entering into customary triparty agreements with the Effective Date relevant lender and the Closing DatePurchaser relating to the delivery of the Notes to such lender for crediting to the relevant collateral accounts upon funding of the relevant loan and payment of the purchase price of the Purchaser, including a right for such lender as a third party beneficiary with respect to the Sellers will use Commercially Reasonable Efforts Company’s obligation under Article II hereof to cooperate issue the Notes upon payment of the purchase price therefor in accordance with the Purchaser in connection with terms of this Agreement (including satisfaction of the preparation of any information memorandum, prospectus or similar investment circular for the purpose of or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested by the Purchaser related to the Acquired Companies, except the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if any. (b) Subject to the procedures for indemnity conditions set forth in Section 11.42.02(d)) and (v) 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 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 Parties has pledged the Notes and/or 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, (B) to the extent applicable, whether the registration rights under Article V are being assigned to the lenders under that Permitted Loan and (C) the Purchaser acknowledges and agrees that the Company will indemnify be relying on such certificate when entering into the Issuer Agreement and hold any inaccuracy in such certificate will be deemed a breach of this Agreement. The Purchaser acknowledges and agrees that the Sellers statements and their Affiliates harmless agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Purchaser under this Agreement, the Purchaser shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company. Upon request by the Purchaser, the Company shall consider in good faith any Losses amendments to which this Agreement, the Sellers and their Affiliates may become subject insofar as such Losses arise out of Indenture or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon Notes proposed by the omission or alleged omission to state therein a material fact or Purchaser necessary to make facilitate the statements therein consummation of a Permitted Loan transaction, and the Company shall consent to any such amendment that is not misleading, adverse in each case any respect to the extentinterests of the Company (as determined in good faith by the Company), but only it being acknowledged that registration of the Notes for resale by the Registration Date is not adverse to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to interests of the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies in connection with the IPR Shareholders Meeting) relating in any way to the IPR Shareholders Circular or any Investment CircularCompany.

Financing Cooperation. (a) Subject Buyer shall use commercially reasonable efforts to Section 6.1 complete, obtain and 6.26(a) and without limiting consummate an agreement with its lenders whereby certain lender parties will commit to lend an amount to Buyer for the generality purpose of funding the transactions contemplated by this Agreement (the “Financing”). From the date hereof until the earlier of the foregoing, and subject to Seller's obligations in Section 6.1 and 6.26(a), between the Effective Closing Date and the Closing Datetermination of this Agreement, the Sellers will Seller Parties agree to use Commercially Reasonable Efforts their commercially reasonable efforts to provide, and cause their respective management, agents and Representatives to use their respective commercially reasonable efforts to promptly provide, such assistance with the Financing as is reasonably requested by Xxxxx, including: (i) furnishing Buyer with (x) any required financial information (provided, that Buyer shall be responsible for preparing any pro forma financial information and any projections, risk factors or other forward-looking statements relating to the Financing) and (y) other information regarding the Business conducted at or by the Acquired Facilities or the Purchased Assets or Assumed Liabilities as is reasonably necessary to satisfy a condition to the initial funding of the Financing or such other financial information customarily provided to lenders in connection with similar financings, (ii) upon reasonable notice, procuring the participation by members of management at reasonable times in a reasonable number of meetings, conference calls and presentations with prospective lenders and investors (and in the preparation of materials in connection therewith), (iii) facilitating (x) the granting of Encumbrances (and perfection thereof) in collateral and (y) the preparation of any definitive financing documents and certificates, as may be necessary to satisfy a condition to the initial funding of the Financing, (iv) furnishing no later than four (4) Business Days prior to the Closing Date all documentation and other information required by any Governmental Authority or financing party under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001 and the requirements of 31 C.F.R. § 1010.230, to the extent reasonably requested by Xxxxx at least nine (9) Business Days prior to the Closing Date and (v) using commercially reasonable efforts to cooperate in satisfying the conditions precedent set forth in the definitive document relating to the Financing to the extent satisfaction of such condition requires the cooperation of the Seller Parties; provided, that in each case in clauses (a)(i) through (v), that (A) nothing in this Section 6.17 shall require cooperation to the extent that it would conflict with or violate the Purchaser organizational documents of any Seller Party or applicable Law or any Contract to which any Seller Party is a party as identified to Buyer in writing, (B) in no event shall any Seller Party (or their respective governing bodies) be required to adopt resolutions, consents or other approvals with respect to the agreements, documents and instruments pursuant to which the Financing is obtained, in each case that are effective prior to the consummation of the Financing at the Closing, (C) no Seller Party (or any of their respective directors, officers, employees or Affiliates) shall be required to execute and deliver any financing agreements or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the preparation Financing, (D) nothing in this Section 6.17 shall obligate any Seller Party to take any actions that would unreasonably interrupt the normal course of business of any information memorandumSeller Party, prospectus (E) nothing in this Section 6.17 shall obligate any Seller Party to take any action that could result in any such Person incurring any liability with respect to the matters relating to the Financing or similar investment circular for the purpose cause any of their respective directors, officers, employees or in connection with Affiliates to incur any post-Closing financing or refinancing of any indebtedness assumed or incurred personal liability in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested by the Purchaser related to the Acquired Companies, except the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if anyFinancing. (b) Subject If any portion of the Financing becomes unavailable on the terms and conditions reasonably acceptable to Buyer, Buyer shall promptly (and, in any event, within two (2) Business Days of obtaining knowledge thereof) notify Seller and shall use its commercially reasonable efforts to obtain alternative financing (an “Alternative Financing”) that is sufficient to enable Buyer to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Buyer shall promptly deliver to Seller correct copies of all commitment letters, exhibits, annexes, schedules, term sheets, and other agreements pursuant to which any such Alternative Financing shall have been committed. (c) Prior to the procedures Closing, Buyer shall keep Seller reasonably informed with respect to all material developments concerning the Financing, including if for indemnity set forth any reason Xxxxx believes in Section 11.4, the Purchaser Parties good faith that it is reasonably likely that it will indemnify and hold the Sellers and their Affiliates harmless against any Losses not be able to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular obtain all or any Investment Circular, or any amendment or supplement thereto, or arise out portion of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies in connection with the IPR Shareholders Meeting) relating in any way to the IPR Shareholders Circular or any Investment CircularFinancing.

Financing Cooperation. (a) Subject From the date of this Agreement and prior to the Closing, or the earlier termination of this Agreement in accordance with Section 6.1 and 6.26(a) and without limiting the generality of the foregoing, and subject to Seller's obligations in Section 6.1 and 6.26(a), between the Effective Date and the Closing Date8.1, the Sellers will Seller shall use Commercially Reasonable Efforts its commercially reasonable efforts to cooperate with cause the Purchaser Company and its Representatives to, provide, at the sole cost and expense of Buyer, all customary cooperation reasonably requested by Buyer in writing in connection with the preparation arrangement and obtaining of any information memorandumfinancing for purposes of consummating the transactions contemplated by this Agreement (the “Financing”) (provided, prospectus that such requested cooperation does not, in the judgment of the Seller, unreasonably interfere with the ongoing operations of the Seller or the Group Companies), including by using commercially reasonable efforts to: (i) Upon Buyer’s reasonable request and upon reasonable advance notice, cause appropriate members of senior management of the Company to be available, at reasonable times during normal business hours, to participate in a reasonable and customary number of management and other meetings (including customary one-on-one meetings) (or, at the option of the Seller, calls in lieu of meetings), in each case, to the extent usual and customary for financings of a similar investment circular for type to the purpose of or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred Financing and reasonably required in connection with the Contemplated Transactions Financing; (each, an "Investment Circular"ii) by providing the Purchaser with historical financial data executing and historical operating data that is delivering customary certificates or documents as may be reasonably requested by the Purchaser related Xxxxx, and to the Acquired Companiesextent required by the Financing, except in each such case, effective no earlier than the provision Closing; (iii) furnishing Buyer and the Financing Sources with the Required Information; (iv) assisting Buyer in the preparation of any such historical operating data customary pro forma consolidated balance sheet and related pro forma consolidated statements of income (it being understood that Buyer, and not the Seller, the Company or its Representatives, shall be subject responsible for the preparation of the pro forma financial statements and any other pro forma information, including any pro forma adjustments and the Company’s assistance shall relate solely to the financial information and data derived from the Company’s historical books and records); (v) to the extent any current Company directors and officers continue to hold such offices and positions with the Company from and after the Closing, causing such directors and officers to execute resolutions or consents of the Company that do not become effective until the Closing with respect to entering into the definitive documentation for the Financing and otherwise as necessary to authorize consummation of the Financing; and (vi) provide, at least three (3) Business Days prior to the Closing, all documentation and other information relating to the Company as is required by regulatory authorities under applicable confidentiality or non“know your customer” and anti-disclosure agreements money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested by Xxxxx in favor of third parties, if anywriting at least ten (10) Business Days prior to the Closing Date. (b) Subject Notwithstanding the foregoing, neither the Seller nor any Group Company shall be required to take or permit the taking of any action pursuant to this Section 6.22 or otherwise that would (A) require any Group Company or any Persons who are officers or directors of any Group Company to pass resolutions or consents to approve or authorize the execution of the Financing that is effective prior to the procedures for indemnity Closing 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 that is effective prior to the Closing, (B) require any Group Company to pay any commitment or other similar fee or incur any other expense, liability or obligation (other than those set forth in this Section 11.46.22) in connection with the Financing prior to the Closing, (C) in the judgment of the Seller or the Company, conflict with or violate any applicable law or the applicable party’s Governing Documents or would reasonably be expected to result in a violation or breach of, or default under, any Contracts to which any Group Company is a party, (D) in the judgment of the Seller or the Company, provide access to or disclose information that the Seller or the Company determines would jeopardize any attorney-client privilege of the Company (provided, that the Company and its Representatives shall use commercially reasonable efforts to grant such access or provide such disclosure in a manner which would not jeopardize such privilege) Seller or any Group Company, (E) require any Group Company to enter into any instrument or agreement that is effective prior to the Closing or that would be effective if the Closing does not occur, (F) require the Seller, a Group Company or any of their Affiliates or their respective Representatives, as applicable, to waive or amend any terms of this Agreement, (G) result in any officer or director of Seller, a Group Company or any of their Affiliates, Representatives thereof or other personnel, incurring personal liability with respect to any matters relating to the Financing, (H) unreasonably disrupt or interfere with the ongoing business or operations of the Seller or any Group Company, (I) take any action in respect of the Financing to the extent such action would cause any condition to the Closing set forth in Article VII to fail to be satisfied by the Termination Date or (J) other than with respect to the definition of “Required Information”, deliver any financial or other information that is not readily available or prepared in the Ordinary Course by the Group Companies at the time requested by Buyer. Upon the written request of the Seller, Buyer shall provide information (whether in summary written form, or in part or full drafts or final definitive documentation) with respect to any Financing as is reasonably necessary to permit the Seller and Group Companies to comply with any requested cooperation under this Section 6.22. (c) Buyer shall, promptly upon request by the Seller or the Company, reimburse, at any time, on demand, the Purchaser Parties will Seller, the Company, any other Group Company or any of their respective Affiliates or Representatives, as applicable, for all costs and expenses (including reasonable attorney’s fees) incurred by the Seller, the Company, any other Group Company or any of their respective Affiliates or Representatives in connection with the cooperation contemplated by this Section 6.22 and shall indemnify and hold harmless the Sellers Seller, the Company, any other Group Company and their respective Affiliates harmless and Representatives from and against any Losses to which and all losses, liabilities, claims, costs, expenses and/or damages suffered or incurred by them in connection with the Sellers and their Affiliates may become subject insofar as such Losses arise out Financing, any action taken by them at the request of or are based upon on behalf of Buyer (or the Financing Sources) pursuant to this Section 6.22 and any information used in connection therewith. (d) For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, Xxxxx acknowledges, affirms and agrees that (i) an untrue statement or alleged untrue statement of material fact in its obligation to consummate the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon transactions contemplated under this Agreement on the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case terms and subject to the extent, but only to conditions set forth herein are not conditioned upon compliance with this Section 6.22 or the extent, such untrue statement availability or alleged untrue statement the consummation of the Financing or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein receipt of proceeds therefrom and (ii) that Section 6.22 sets forth the sole obligations of the Seller and Group Companies with respect to any offering of securities, financing activities, solicitations (including solicitations of votes or proxies in connection with the IPR Shareholders Meeting) relating in any way to the IPR Shareholders Circular or any Investment CircularFinancing.

Financing Cooperation. (a1) Subject to Section 6.1 and 6.26(a5.17(2) and without limiting the generality of the foregoing, and subject to Seller's obligations in Section 6.1 and 6.26(a5.17(3), between during the Effective Date and Interim Period, upon the reasonable request of any Purchaser Party in connection with any equity or debt financing the Purchaser Parties seek to raise prior to the Closing DateDate (a "Potential Financing") or any stock exchange listing involving the Coal Business (either directly or indirectly through the listing of any Purchaser Party or any Affiliate of any Purchaser Party) (a "Potential Listing"), the Sellers will Vendor Parties shall use Commercially Reasonable Efforts commercially reasonable efforts to cooperate with the Purchaser Parties in connection with any Potential Financing or Potential Listing, including (a) preparing and furnishing the Purchaser Parties with such financial statements and other pertinent information available or that can practicably be produced about the Coal Business and the Purchased Entities, (b) assisting the Purchaser Party in its preparation of any pro forma financial statements or technical reports (as such term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects) that are required or advisable in respect of any Potential Financing or Potential Listing and providing all information memorandumreasonably requested by the Purchaser Parties in connection therewith, prospectus (c) participating in a reasonable number of meetings, discussions or similar investment circular for the purpose presentations requested by sources of any Potential Financing or in connection with any post-Closing financing Potential Listing, (d) obtaining any auditor or refinancing qualified person consents, and (e) assisting the Purchaser Parties in the preparation of information documents, applications, marketing documents, roadshow materials or other materials in connection with any Potential Financing or Potential Listing. For greater certainty, the Purchaser acknowledges and agrees that in no event shall the receipt by, or availability of any indebtedness assumed funds or financing to, any Purchaser Party or any Affiliate of any Purchaser Party or any other financing (including any Potential Financing) be a condition to the Purchaser's obligation to consummate the transactions contemplated under this Agreement. (2) Nothing in Section 5.17(1) shall require the Vendor Parent or any of its Subsidiaries to: (a) pay or agree to pay any fees or incur any cost, expense or Liability, for which it has not received prior reimbursement or is not otherwise required to be reimbursed by or on behalf of the Purchaser Parties in an amount and form satisfactory to the Vendor Parent in its sole discretion, acting reasonably; (b) permit any Lien to be placed on any assets of the Vendor Parent or its Subsidiaries' (including the Purchased Entities); (c) take any action that would unreasonably interfere with the ongoing operations of the Vendor Parent or any of its Subsidiaries; (d) take any action or do anything that would contravene Law, any Contract or any of the Vendor Parent's or its Subsidiaries' (including the Purchased Entities) Organizational Documents; (e) disclose any information that would not be required to be disclosed under Section 5.4; or (f) approve, consent to, execute and deliver, or cause any Representative of the Vendor Parent or any of its Subsidiaries to approve, consent to, execute and deliver, any letter, agreement, registration statement, document or certificate in connection with any Potential Financing or any Potential Listing. (3) Without limiting Section 5.17(2), the Purchaser Parties shall (a) promptly, upon request by Vendor (including in advance of incurring any anticipated expense), reimburse the Vendor Parties for all reasonable costs and expenses, including employee costs, overhead costs and costs of external service providers, incurred by the Vendor Parties, any of their Subsidiaries, or any of their respective Representatives in connection with the Contemplated Transactions (each, an "Investment Circular"cooperation of the Vendor Parties and their Subsidiaries contemplated by Section 5.17(1) by providing the Purchaser with historical financial data and historical operating data that is reasonably requested by the Purchaser related to the Acquired Companies, except the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if any. (b) Subject to the procedures for indemnity set forth in Section 11.4, the Purchaser Parties will indemnify and hold harmless each of the Sellers Vendor Indemnified Parties from and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out all Damages actually suffered or incurred by any of or are based upon (i) an untrue statement or alleged untrue statement them of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies type in connection with the IPR Shareholders Meeting) relating any Potential Financing or any Potential Listing, and any information used in any way connection therewith, except to the IPR Shareholders Circular extent such Damages arise from the material breach by the Vendor Parties of this Section 5.17 or from fraud of the Vendor Parties or any Investment Circularof their Subsidiaries.

Financing Cooperation. (a) Subject Prior to Section 6.1 and 6.26(a) and without limiting the generality of Initial Closing, the foregoingSeller shall use Reasonable Efforts, and subject to Seller's obligations in Section 6.1 and 6.26(a), between the Effective Date and the Closing Date, the Sellers will shall use Commercially Reasonable Efforts to cooperate with cause its officers, management employees and (at the Purchaser’s cost) advisors (including legal and accounting) to provide the Purchaser with such cooperation and assistance as the Purchaser may reasonably request in connection with reasonable due diligence access to the Business in connection with the preparation financing of the Purchase Price and the Purchaser’s working capital requirements for the transactions contemplated under this Agreement (the “Financing”), in order to allow the Purchaser and DragonWave to comply with its obligations under applicable Laws or regulations. The Seller shall not be required to prepare any additional financial information or reporting for these purposes and the Seller does not give any warranty or representation in respect of any information memorandummanagement reporting. For clarity, prospectus such cooperation and assistance shall be limited to (i) participating in a reasonable number of meetings (but not including meetings and due diligence sessions with prospective lenders unless the Seller agrees to such meetings); (ii) the provision of historical unaudited financial statements of the Business; and (iii) using Reasonable Efforts to procure cooperation of the auditors of the Seller, at the Purchaser’s cost, to assist with the syndication of the senior bank credit facilities of the Purchaser or similar investment circular any Affiliate of the Purchaser and any financing. The Purchaser acknowledges that nothing in this Section 5.12 shall in any way limit the Purchaser’s obligations under this Agreement in the event of any failure to obtain the Financing for whatever reason. Further, in no event will the purpose of Seller be liable to the Purchaser or any other Person for any matter relating to the Financing, including any representation, warranty, covenant, agreement, undertaking or promise made in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested by the Purchaser related to the Acquired Companies, except the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if anyFinancing. (b) Subject to the procedures for indemnity set forth in Section 11.4, the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies in connection with the IPR Shareholders Meeting) relating in any way to the IPR Shareholders Circular or any Investment Circular.

Financing Cooperation. (a) Subject to the provisions of Section 6.1 6.15(b), the Company shall, and 6.26(ashall use commercially reasonable efforts to cause its Subsidiaries and their respective directors, officers and employees to, use commercially reasonable efforts, at the Parent Parties’ sole cost and expense, and as is reasonably requested by Parent in connection with a third party financing by a Parent Party to finance the Transaction (a “Financing”), to provide the following cooperation to the Parent Parties: (i) have the Company’s Chief Executive Officer, Chief Financial Officer or other appropriate senior officers participate in a reasonable number of telephonic meetings with the Financing Sources (and without limiting their respective advisors) at times to be mutually agreed, (ii) deliver possessory collateral (such as certificated equity and promissory notes) within its possession to the generality Financing Sources, subject to the occurrence of the foregoingClosing, and (iii) facilitate the pledging of collateral for any such Financing, subject to Seller's obligations in Section 6.1 the occurrence of the Closing, (v) request payoff letters, lien terminations and 6.26(a)instruments of discharge, between the Effective Date and to be delivered on the Closing Date, of all Indebtedness of the Sellers will use Commercially Reasonable Efforts Company and its Subsidiaries to cooperate be paid off on the Closing Date (including with respect to the Purchaser Company Credit Agreement) in a customary form, (vi) furnish to the Parent Parties and their Financing Sources all reasonable documentation and other information required by Governmental Entities with respect to such Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended, at least three Business Days prior to the Closing, to the extent requested in writing at least ten Business Days prior to the Closing, and (vii) execute and deliver credit agreements, notes, pledge and security documents, landlord waivers, estoppels, consents, and approvals and other definitive financing documents or other requested certificates or documents (excluding solvency certificates) requested by Parent in connection with the preparation closing of any information memorandumsuch Financing (in each case, prospectus or similar investment circular for subject to the purpose occurrence of or the Closing). The Company hereby consents to the use of the logos of the Company and its Subsidiaries in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred a Financing; provided, however, that such logos are used solely in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data a manner that is neither intended, nor reasonably requested by likely, to harm or disparage the Purchaser related to Company or any of its Subsidiaries or the Acquired Companies, except reputation or goodwill of the provision Company or any of any such historical operating data shall be subject to applicable confidentiality its Subsidiaries or non-disclosure agreements in favor of third parties, if anytheir respective marks. (b) Subject Notwithstanding anything to the procedures for indemnity set forth contrary in Section 11.4this Agreement, the Purchaser Parties will indemnify and hold the Sellers Company, its Subsidiaries and their Affiliates harmless against any Losses to which the Sellers respective directors, officers and their Affiliates may become subject insofar as such Losses arise out of or are based upon employees shall not be required (i) an untrue statement to take any action or alleged untrue statement provide any assistance to the Parent Parties that would unreasonably interfere with the ongoing operations of material fact the Company and its Subsidiaries in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and Company’s reasonable judgment; (ii) to execute or deliver any offering of securitiescertificate, financing activitiesdocument, solicitations instrument or agreement (including solicitations of votes or proxies in connection with the IPR Shareholders Meetingother than customary authorization and representation letters) relating in any way that is effective prior to the IPR Shareholders Circular or any Investment Circular.Closing (other than W-9s and other documents necessary to satisfy PATRIOT Act requirements); (iii) to pay any

Financing Cooperation. (a) Subject Prior to Section 6.1 the Closing, the Seller shall, and 6.26(ashall cause its Subsidiaries (including the Acquired Companies) and without limiting the generality of the foregoingits and their officers, directors, employees, accountants, consultants, legal counsel, agents, financial advisors and subject to Seller's obligations in Section 6.1 other agents and 6.26(a)representatives to, between the Effective Date and the Closing Date, the Sellers will use Commercially Reasonable Efforts commercially reasonable efforts to cooperate with the Purchaser Buyer in connection with the preparation of any information memorandumDebt Financing contemplated in the Debt Commitment Letter, prospectus including to (i) provide, at the Buyer’s sole expense, all necessary or similar investment circular for customary cooperation reasonably requested by the purpose of or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred Buyer in connection with the Contemplated Transactions Debt Financing; (each, an "Investment Circular"ii) by providing the Purchaser with historical financial data and historical operating data that is reasonably promptly furnish (when requested by the Purchaser related Buyer) the Buyer and the parties to the Acquired CompaniesDebt Commitment Letter with the Required Bank Information and the Debt Financing Deliverables (it being understood and agreed that for purposes of this Agreement, except the provision of any such historical operating data requirement to furnish the Required Bank Information shall be subject deemed satisfied so long as the Required Bank Information is prepared in accordance with the Accounting Rules); (iii) facilitate the actions contemplated by the foregoing, including the pledge and perfection of liens securing and the provisions of guarantees supporting the Debt Financing and (iv) assist with and permit any appraisals, field examinations, collateral audits and similar examinations that are customary for asset-based credit facilities with respect to applicable confidentiality or non-disclosure agreements in favor the inventory and accounts receivable of third parties, if anythe Acquired Companies upon reasonable notice and during normal business hours. (b) Subject The Seller hereby consents to the procedures for indemnity set forth in Section 11.4, Buyer’s reproduction of the Purchaser Parties will indemnify and hold logos of the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies Acquired Companies solely in connection with the IPR Shareholders MeetingDebt Financing; provided that (i) relating such logos are reproduced in any way to a manner consistent with the IPR Shareholders Circular or any Investment Circular.Acquired Companies’ reproduction of such logos

Financing Cooperation. During the Executory Period, the Company shall, and shall cause each other Group Company to (and the Blocker Sellers shall cause each Blocker Entity to), use its and their commercially reasonable efforts to cause its and their respective representatives to, at Buyer’s sole expense, provide Buyer such cooperation in connection with the arrangement of financing for the transactions contemplated by this Agreement and the marketing efforts in connection therewith, as may be reasonably requested by Buyer (provided that such requested cooperation is otherwise consistent with this Agreement and does not unreasonably interfere with the ongoing operations of the Group Companies) and as may be customary, including: (a) Subject participating, and causing the Company’s senior management, officers and advisers with appropriate seniority and expertise to Section 6.1 participate, in each case at mutually agreeable times and 6.26(awith reasonable advance notice, in a reasonable number of calls and virtual meetings (including customary one-on-one meetings with lenders or managers of any financing, and such members of senior management designated by the Company, in each case, by video conference), due diligence (including accounting due diligence) and without limiting virtual presentations to lead arrangers, bookrunners, underwriters or agents for, and prospective lenders, investors and purchasers of any such financing (collectively “Financing Sources”), in each case in connection with a financing for the generality transactions contemplated by this Agreement; (b) assisting with the preparation of customary confidential information memoranda, private placement memoranda, offering memoranda, registration statements, prospectuses, prospectus supplements and similar offering documents, customary rating agency presentations and customary lender and investor presentations, in each case, as reasonably requested by the Buyer and necessary and customary for financings of the foregoingtype contemplated by and necessary to consummate the transactions contemplated by this Agreement (the “Offering Materials”); (c) as promptly as practicable after request therefor, furnishing to Buyer, and subject their respective representatives (i) all financial statements, financial data and other information regarding the Group Companies necessary to Seller's obligations enable Buyer to produce (or cause to be produced) pro forma financial statements and other pro forma financial data and financial information (including pro forma adjustments relating to the transactions contemplated by this Agreement) as reasonably requested by Buyer and required to be delivered by any commitment letter or definitive agreements related to any financings in Section 6.1 connection with the consummation of the Transaction and 6.26(a)(ii) all other financial and operating information or other information regarding the Company and the Company Subsidiaries to be used in the preparation of the Offering Materials; (d) reasonably cooperating with Buyer with respect to its preparation of pro forma financial statements to be included in the Offering Materials, between and providing access to audit work papers and assistance from key personnel from the Effective Group Companies in relation to the Financial Statements; (e) (A) arranging for the Payoff Letters and facilitating and effecting the termination and release of any liens and security interests related to any Closing Date Funded Indebtedness to be paid off, discharged or terminated, including by arranging for, and obtaining and delivering customary evidence of, such termination and release, and (B) consenting to the use of the Company’s logos in connection with any financing for the transactions contemplated by this Agreement, provided, that such logos are used solely in a manner that is not intended to or is reasonably likely to harm or disparage the Company; (f) no less than four (4) Business Days prior to the Closing Date, furnishing to Buyer all documentation and information as is reasonably requested in writing by the Sellers will use Commercially Reasonable Efforts Financing Sources at least ten (10) Business Days prior to cooperate the Closing Date about the Company and its Subsidiaries that the Financing Sources reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, including, if the Company or any of its Subsidiaries qualifies as “legal entity customers” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification; and (g) facilitating the execution and delivery, as of the Closing Date, of definitive financing documents, in each case related to a financing for the transactions contemplated by this Agreement, including any credit agreements, indentures, guarantees, pledge agreements, security agreements, mortgages, deeds of trust and other security documents or other certificates, documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to any financing for the transactions contemplated by this Agreement (including a certificate of the chief financial officer of the Company or any other Group Company with respect to solvency matters) as may be as may be required by the Financing Sources in order to consummate any financing for the transactions contemplated by this Agreement and otherwise reasonably facilitating the pledging of collateral related thereto. No obligations of Company or any other Group Company or any of its or their respective officers, directors, employees and agents or other representatives under any certificate, document or instrument delivered pursuant to this Section 7.16 shall be required to be effective until the Closing (other than the customary authorization letter described above). In addition, notwithstanding anything to the contrary contained in this Agreement (including this Section 7.16), nothing in this Agreement (including this Section 7.16) shall require any such cooperation to the extent that it would (1) require the Company or any other Group Company or any of its or their respective officers, directors, employees and agents or other representatives, as applicable, to waive or amend any terms of this Agreement or agree to pay any commitment or other fees or reimburse any expenses prior to the Closing, or provide any security or incur any liability or give any indemnities or otherwise commit to take any action that is not contingent upon the Closing, (2) require the Company or any other Group Company to enter into or approve, prior to the Closing, any financing or purchase agreement for a financing for the transactions contemplated by this Agreement, (3) require the Company or any other Group Company or any of its or their respective officers, directors, employees and agents or other representatives, as applicable, to take or permit the taking of any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without lapse of time, or both) under, the Governing Documents of any Group Company, or any applicable law or material contracts of any Group Company, (4) require the Company or any other Group Company to pass resolutions or consents or approve or authorize the execution of any financing or any applicable definitive financing documents, (5) require the Company or any other Group Company or any of its or their respective officers, directors, employees and agents or other representatives, as applicable, to provide any cooperation that, in the opinion of Company, would unreasonably interfere with the Purchaser ongoing operations of the Company or any other Group Company, or (6) require the Company or any other Group Company or any of its or their respective officers, directors, employees and agents or other representatives, as applicable, to disclose any information which is legally privileged. Buyer shall, promptly upon the request of the Company, reimburse Company or any other applicable Group Company for all documented out-of-pocket costs reasonably incurred by the Company or any other applicable Group Company in connection with fulfilling its obligations pursuant to this Section 7.16 (including reasonable attorneys’ fees). For the preparation avoidance of any information memorandumdoubt, prospectus no such out-of-pocket costs shall constitute Transaction Costs. Buyer shall indemnify and hold harmless the Sellers, the Company and each other Group Company (and their respective officers, directors, employees and agents or similar investment circular for the purpose of other representatives) from and against any and all Losses actually suffered or incurred by them in connection with any post-Closing financing (including the arrangement thereof) and any information used in connection therewith (other than to the extent such Losses arose out of a material breach of this Agreement by the Sellers, the Company or refinancing any of its Subsidiaries or any indebtedness assumed or incurred of their respective officers, employees and representatives), and the foregoing obligations of reimbursement and indemnification shall survive termination of this Agreement. Buyer acknowledges that the information being provided to it in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that any applicable financing is reasonably requested by the Purchaser related subject to the Acquired Companiesterms of the Confidentiality Agreement; provided, except the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if any. (b) Subject to the procedures for indemnity set forth in Section 11.4, the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon that (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or Buyer may disclose such information to any Investment Circular, or any amendment or supplement thereto, or arise out of or financing sources that are based upon the omission or alleged omission subject to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein customary confidentiality undertaking and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies in connection with the IPR Shareholders Meeting) relating in any way to the IPR Shareholders Circular extent that the financing sources are public side investors, then Buyer may disclose such information as is customary for such type of financing; provided further, that in no event shall any such disclosure include any proprietary information or other information that would be materially injurious to the Group Companies. In no event shall any of the Sellers, the Company, any other Group Company or any Investment Circularof its or their respective officers, directors, employees and agents or other representatives, as applicable, be in breach of this Agreement because of the failure by the Company or any other Group Company to deliver, after use of its commercially reasonable efforts to do so, any financial or other information that is not currently readily available to the Company or any other Group Company on the date hereof or is not otherwise prepared in the ordinary course of its business at the time requested by Buyer or for failure to obtain, after use of its commercially reasonable efforts to do so, any review of any financial or other information by its accountants. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the obligations of the Company and the other Group Companies under this Section 7.16 shall be deemed to be satisfied unless and solely to the extent that any financing for the transactions contemplated by this Agreement has not been obtained as the sole result of the Company’s willful material breach of its obligations under this Section 7.16.

Financing Cooperation. (a) Subject The Sellers shall provide to Section 6.1 the Purchaser all cooperation requested by the Purchaser that is necessary, proper or advisable in connection with (x) the committed financing obtained by the Purchaser for purposes of completing the transactions contemplated by this Agreement, and 6.26(a(y) to the extent that this Agreement has not been terminated, any equity financing pursued by the Purchaser prior to the completion of the transactions contemplated hereunder ((x) and without limiting (y) together, the generality of the foregoing, and subject to Seller's obligations in Section 6.1 and 6.26(a“Financing”), between the Effective Date including: (i) participation in meetings, presentations and the Closing Date, the Sellers will use Commercially Reasonable Efforts to cooperate due diligence sessions; (ii) providing detailed information and assisting with the Purchaser preparation of documents, disclosures and other material in connection with the preparation of any Financing; (iii) furnishing the Purchaser with financial statements and related information memorandum, prospectus or similar investment circular for the purpose of or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred such periods as are required in connection with the Contemplated Transactions (each, an "Investment Circular") by providing Financing and other financial and other pertinent information regarding the Purchaser with historical financial data and historical operating data that is Sellers as may be reasonably requested by the Purchaser related in connection therewith; (iv) obtaining accountants’ comfort letters and legal opinions if and as reasonably requested by the Purchaser; and (v) taking all actions reasonably necessary and appropriate to permit the parties to the Acquired Companies, except Financing to complete customary pre-closing due diligence on the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if anyPurchased Assets and Purchased Business. (b) Subject Each Seller hereby consents to the procedures use of logos applicable to the Purchased Business in connection with the Financing; provided, however, that such logos are used solely in a manner that is neither intended, nor reasonably likely, to harm or disparage the Sellers or the reputation or goodwill of the Sellers, their Affiliates and their respective marks. (c) The Purchaser shall: (i) promptly reimburse the Sellers and any of their respective Affiliates and Representatives for indemnity set forth in Section 11.4, all of the Purchaser Parties will indemnify reasonable and hold documented out-of- pocket costs and expenses (including legal and accounting fees) incurred by the Sellers and their directors, officers, managers, members, employees, stockholders, Representatives, advisors and Affiliates in connection with this Section 6.11; and (ii) indemnify and hold harmless against any Losses to which the Sellers and their directors, officers, managers, members, employees, stockholders, Representatives, advisors and Affiliates may become subject insofar as such Losses arise out from and against all Damages or incurred by any of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies them in connection with the IPR Shareholders Meetingarrangement of the Financing and any information used in connection therewith. (d) relating Notwithstanding anything in any way this Agreement to the IPR Shareholders Circular contrary (including this Section 6.11), none of the Sellers or any Investment Circularof their respective Affiliates or Representatives shall be required to, as a result of the requirements imposed by this Section 6.11: (i) waive or amend any terms of this Agreement or agree to pay any commitment or other fee or reimburse any expenses prior to the Closing; (ii) incur any liability or give any indemnity in connection with the Financing prior to the Closing; (iii) take any action that would require any director, officer or employee of the Sellers to execute any document, agreement, certificate or instrument prior to the Closing other than as otherwise contemplated herein; (iv) take any action that would unreasonably interfere with the ongoing business or operation of the Sellers or their Representatives; (v) take any action that would cause any representation or warranty in this Agreement to be breached or become inaccurate; (vi) result in the Sellers or any of its Affiliates incurring any liability with respect to the matters relating to the Financing or cause any director, officer or employee of the Sellers to incur any personal liability; (vii) conflict with or violate the Sellers’ Constating Documents or applicable Laws; (viii) result in the contravention of, or that could reasonably be expected to result in a violation or breach of, or a default under, any Contract to which any Seller is a party; or (ix) provide access to or disclose information that any Seller determines would jeopardize any lawyer-client privilege or which is restricted or prohibited under applicable Laws. Notwithstanding anything in this Agreement to the contrary: (A) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Sellers or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until (or that is not contingent upon) the Closing; and (B) none of the Sellers or their respective Affiliates or Representatives shall have any liability or incur any Damages with respect to the Financing or any marketing materials, presentations or disclosure documents in connection therewith in the event the Closing does not occur. (e) For greater certainty, notwithstanding the generality of this Section 6.11, it is agreed and understood that nothing in this Section 6.11 shall impose a financing condition of any kind on the Closing.

Financing Cooperation. (a) Subject Following the date of this Agreement and prior to Section 6.1 the Effective Time, the Company shall use its reasonable best efforts, and 6.26(ashall cause each of its Subsidiaries to use its respective reasonable best efforts and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best efforts, to provide Parent and Merger Sub with all reasonable cooperation as is reasonably requested (if applicable) and without in writing by Parent in connection with the arrangement of any third party debt financing that Parent or Merger Sub may seek to obtain in connection with the Transactions (the “Debt Financing”). Without limiting the generality of the foregoing, such reasonable best efforts shall, in any event, include the following: (i) causing appropriate members of senior management of the Company to participate in a reasonable number of virtual or telephonic meetings and presentations with prospective lenders and rating agencies and in connection with reasonable and customary syndication activities in connection with the Debt Financing at reasonable times and locations to be mutually agreed and with reasonable advance notice to the Company; (ii) providing reasonable and customary assistance to Parent with the preparation of customary rating agency presentations, confidential bank information memoranda (including, to the extent required by the Debt Financing, a version of the confidential bank information memorandum that does not include material non-public information within the meaning of U.S. federal securities laws with respect to the Company) and lender presentations required in connection with the Debt Financing; (iii) assisting in the preparation of (including by providing customary information for the completion of any schedules thereto) customary definitive financing agreements and other customary certificates as may be reasonably requested by Parent; (iv) to the extent required by the Debt Financing, using reasonable best efforts to facilitate the pledging of, and perfection of security interests in, collateral, it being understood that such documents will not take effect until the Effective Time; (v) furnishing Parent with (A) the Required Financing Information (it being understood and agreed that any Required Financing Information that is publicly filed with the Securities and Exchange Commission shall be deemed to be delivered upon such filing) and (B) subject to Seller's obligations clause (b)(viii) below, such other financial information regarding the Company as may be reasonably requested by Parent and that is customarily included in Section 6.1 and 6.26(a)a financing comparable to the Debt Financing; it being understood that Parent shall (and, between for the Effective Date and the Closing Dateavoidance of doubt, the Sellers will use Commercially Reasonable Efforts Company shall not) be responsible for the preparation of any pro forma financial statements for the Debt Financing (although the Company agrees to cooperate with the Purchaser reasonably assist Parent in connection with the preparation by Parent of any information memorandum, prospectus or similar investment circular such pro forma financial statements to the extent required to be delivered as a condition precedent for the purpose Debt Financing); (vi) subject to clause (b) below, assisting in the taking of all corporate and other actions, subject to the occurrence of the Closing, reasonably necessary to permit the consummation of the Debt Financing on the Closing Date (including using reasonable best efforts to cause directors and officers who will continue to hold such offices and positions from and after the Closing to execute resolutions or in connection consents of the Company with respect to entering into the definitive documentation for the Debt Financing and otherwise as necessary to authorize consummation of the Debt Financing); it being understood that no such corporate or other action will take effect prior to the Closing; (vii) at least four Business Days prior to the Closing Date, furnishing Parent and the Financing Sources with all customary documentation and other information with respect to the Company that any post-Closing financing or refinancing of any indebtedness assumed or incurred in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is Financing Source has reasonably requested by the Purchaser related at least nine Business Days prior to the Acquired Companies, except the provision of any Closing Date and that such historical operating data shall be subject Financing Source has determined is required by bank regulatory authorities pursuant to applicable confidentiality or nonanti-disclosure agreements in favor money laundering Laws; and (viii) providing customary authorization letters to the Financing Sources authorizing the distribution of third partiesinformation to prospective lenders 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 within the meaning of U.S. federal securities laws about the Company or its securities; it being understood and agreed that the Company shall have satisfied the obligations set forth in Section 5.08(a)(i) through Section 5.08(a)(iii) if the Company shall have used its reasonable best efforts to comply with such obligations whether or not any applicable deliverables are actually obtained or provided. (b) Subject Nothing in this Section 5.08 will require the Company or any of its Subsidiaries to (i) waive or amend any terms of this Agreement or to the procedures extent not indemnified or reimbursed, agree to pay any fees or reimburse any expenses prior to the Effective Time; (ii) enter into any definitive agreement the effectiveness of which is not conditioned upon the Closing (except for indemnity the authorization letters contemplated by Section 5.08(a)(viii)); (iii) give any indemnities that are effective prior to the Effective Time; or (iv) take any action that the Company determines in good faith would unreasonably interfere with the conduct of the business or the Company and its Subsidiaries, breach any confidentiality obligations (provided, that the Company shall use reasonable best efforts to notify Parent that any cooperation is being withheld on such basis) or create a material risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries; (v) cause any director, officer, employee or shareholder of the Company or any of its Subsidiaries to incur any personal liability; (vi) conflict with or violate the organizational documents of the Company or any of its Subsidiaries or any applicable Laws or any applicable Judgment or jeopardize the protection of trade secrets or competitively sensitive information and/or jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege; (vii) conflict or be reasonably expected to result in a violation or breach of, or a default (with or without notice, lapse of time, or both) under, any Material Contract to which the Company or any of its Subsidiaries is a party; (viii) prepare any Excluded Information; (ix) provide or deliver any internal or external legal opinions by the Company or any of its Subsidiaries or (x) consent to a pre-filing of UCC-1s or any other grant of Liens or that result in the Company or any of its Subsidiaries being responsible to any third parties for any representations or warranties prior to the Closing (except for authorization letters contemplated by Section 5.08(a)(viii)). Nothing contained in this Section 5.08(b) or otherwise in this Agreement shall require the Company or any of its Subsidiaries, prior to the Closing, to be a borrower, issuer or other obligor with respect to the Debt Financing or other financing prior to the Closing. (c) The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing so long as such logos (i) 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; and (ii) are used solely in connection with a description of the Company or any of its Subsidiaries, its or their respective businesses and products, or the Merger. (d) All non-public or other confidential information provided by the Company, its Subsidiaries or any of their Representatives pursuant to this Agreement shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent and Merger Sub will be permitted to disclose such information to any financing sources or prospective financing sources (including any Financing Sources) and other financial institutions and investors that are or may become parties to the Debt Financing (and, in each case, to their respective counsel) so long as such Persons (i) agree to be bound by the provisions of the Confidentiality Agreement applicable to Representatives; or (ii) are subject to other confidentiality undertakings that are substantially similar in their protection of confidential information as the Confidentiality Agreement. (e) Promptly upon request by the Company, Parent shall reimburse the Company for any reasonable documented out-of-pocket costs and expenses (including attorneys’ fees and advisor’s fees) incurred by the Company, its Subsidiaries or any of its Representatives in connection with the cooperation or obligations of the Company, its Subsidiaries and their Representatives contemplated by this Section 5.08. (f) The Company, its Subsidiaries and their respective Representatives shall be indemnified and held harmless by Xxxxxx and Merger Sub from and against any and all liabilities incurred by them in connection with their cooperation in arranging the Debt Financing pursuant to this Agreement or the provision of information utilized in connection therewith, except to the extent arising from the willful misconduct, gross negligence, or bad faith or Willful Breach of the Company, its Subsidiaries or their respective Representatives, in each case, as determined in a final and non-appealable judgment by a court of competent jurisdiction. (g) Notwithstanding anything to the contrary in this Agreement, the failure of the Company to comply with this Section 5.08 shall only be taken into account in the condition set forth in Section 11.4, the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i6.02(b) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extentextent that (y) the Company shall have Willfully Breached any of its obligations under this Section 5.08, but only and (z) such breach shall have been a proximate cause of the Debt Financing not being consummated. (h) Xxxxxx and Xxxxxx Sub each acknowledge and agree that obtaining the Debt Financing is not a condition to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies in connection with the IPR Shareholders Meeting) relating in any way to the IPR Shareholders Circular or any Investment CircularClosing.

Financing Cooperation. (a) Subject Prior to Section 6.1 the Closing, the Company shall use its reasonable best efforts to, and 6.26(ashall cause its Subsidiaries to use their reasonable best efforts to, and shall use its reasonable best efforts to cause its and their Representatives to, provide, in each case at Parent’s sole cost and expense, such cooperation as is customary and reasonably requested by Parent in connection with the arrangement of the Financing (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries (it being understood that cooperating in the manner set forth in clauses (i) through (x) below shall be deemed in all cases not to so interfere)), including by: (i) making appropriate senior officers of the Company and its Subsidiaries available, with reasonable advance notice, for participation during normal business hours in a reasonable number of meetings (including meetings with prospective lenders), presentations, road shows, due diligence sessions and sessions with rating agencies upon reasonable advance notice at a mutually agreed time and place; (ii) executing and delivering Definitive Agreements (including one or more credit agreements and related guarantee agreements and the schedules and exhibits thereto) and without limiting the generality related certificates and other documents (including a certificate of the foregoingchief financial officer of, or person performing similar functions for, the Company with respect to solvency matters substantially in the form attached to the Debt Commitment Letter) as may be reasonably requested by Parent, and subject to Seller's obligations the extent required by the Debt Financing, reasonably assist in Section 6.1 facilitating the pledging of, and 6.26(aperfection of security interests in, collateral (including, for the avoidance of doubt, providing stock certificates and stock powers with respect to outstanding certificated shares of the Company (if any) and using commercially reasonable efforts to cause the delivery of stock certificates and stock powers with respect to outstanding certificated shares of the Company’s Subsidiaries (if any), in each case, prior to the Closing Date to be held in escrow pending the Closing); provided that (A) no such Definitive Agreement, related certificate or pledge shall be effective until the Effective Time, (B) other than the Authorization Letter, none of the Definitive Agreements, related certificates or pledges shall be executed and/or delivered except in connection with the Closing and (C) no liability shall be imposed on the Company or any of its Subsidiaries or any of their respective directors, officers or employees involved prior to the Closing Date; (iii) furnishing Parent and the Financing Parties as promptly as reasonably practicable with the financial statements of the Company and its consolidated Subsidiaries as required by paragraph 4 in Exhibit C to the Debt Commitment Letter (such financial statements, the “Required Financial Information”) and, as promptly as reasonably practicable following the delivery of a request therefor to the Company by Parent, such financial and other information regarding the Company and its Subsidiaries (including customary and reasonably requested due diligence information) as is reasonably available to the Company at such time and is customarily required in connection with the financings of a type similar to the Debt Financing; (iv) in each case following Parent’s reasonable request, assisting Parent and Merger Sub in the preparation of customary (A) confidential information memoranda (including a version that does not include material non-public information) and other customary marketing materials required in connection with financings similar to the Debt Financing, (B) materials for rating agency presentations and (C) definitive documentation for the Debt Financing; (v) following Parent’s reasonable request, using reasonable best efforts to cause directors and officers who will continue to hold such offices and positions from and after the Effective Time to execute resolutions or consents of the Company and its Subsidiaries that do not become effective until the Effective Time with respect to entering into the definitive documentation for the Debt Financing and otherwise as necessary to authorize consummation of the Debt Financing; (vi) if requested by Parent, provide, at least three (3) Business Days prior to the Closing Date, all documentation and other information relating to the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and including, if the Company or any of its subsidiaries qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certificate (each as defined in the Debt Commitment Letter) (provided that none of the Company or its Subsidiaries shall be responsible for including in any Beneficial Ownership Certificate information relating to the post-closing ownership of the Company or its Subsidiaries), to the extent requested by Parent in writing at least ten (10) Business Days prior to the Closing Date; (vii) executing and delivering one or more customary authorization letters in connection with the confidential information memoranda as contemplated by the Debt Commitment Letter (the “Authorization Letters”) or otherwise that are customarily required in connection with the financings of a type similar to the Debt Financing; (viii) reasonably cooperating with the marketing and due diligence efforts of Parent and the Financing Parties for any portion of the Debt Financing (provided that any requests made by Parent and the Financing Parties in connection with marketing and due diligence efforts shall be reasonable); (ix) on or prior to the Closing Date, delivering customary payoff letters, in form and in substance reasonably satisfactory to Parent and the Financing Parties party to the Debt Commitment Letter, specifying the aggregate amount required to be paid with respect to the Company’s existing credit facilities under the Amended and Restated Credit Agreement, dated as of December 2, 2020 (the “Credit Agreement”), between the Effective Date Company and JPMorgan Chase Bank, N.A. (together with such other lien release documentation that may be reasonably required in connection therewith and in form and substance reasonably satisfactory to Parent and the Closing DateFinancing Parties party to the Debt Commitment Letter) and providing for (A) the discharge, upon payment of such amounts, of any obligations, guarantees and liens under the Sellers will use Commercially Reasonable Efforts to cooperate Credit Agreement, (B) the termination of all borrowing commitments under the Credit Agreement and (C) the release, upon payment of such amounts, of all Liens on and other security interests in the properties and assets of the Company and its Subsidiaries securing the obligations under the Credit Agreement at or substantially simultaneously with the Purchaser Closing; and (x) if requested by Parent, assisting Parent in connection with Parent’s preparation of customary pro forma financial statements; provided, that (x) Parent shall be responsible for the preparation of such pro forma financial statements and any pro forma adjustments giving effect to the Merger and the other transactions contemplated herein and (y) the Company’s assistance shall relate solely to the financial information and data derived from the Company’s historical books and records. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 5.13 that would (A) require the Company, its Subsidiaries or any Persons who are directors, officers or employees of the Company or its Subsidiaries to pass any resolution or consent to approve or authorize the consummation of the Debt Financing that is effective prior to the Effective Time or execute or deliver any certificate, document, instrument or agreement (other than any prepayment notices required to be delivered pursuant to the Credit Agreement and the Authorization Letters) that is effective prior to the Effective Time, (B) cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries, (C) require the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other expense, liability or obligation (other than those set forth in this Section 5.13) in connection with the preparation Debt Financing prior to the Closing unless promptly reimbursed in accordance with following paragraph, (D) cause any director, officer or employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability, (E) conflict with the organizational documents of the Company or its Subsidiaries or any Laws, (F) reasonably be expected to result (with or without notice, lapse of time, or both) in a material violation or breach of, or a default under, any Contract to which the Company or any of its Subsidiaries is a party, (G) provide access to or disclose information that the Company or any of its Subsidiaries determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries or could reasonably be expected to result in the disclosure of any trade secrets or violate confidentiality obligations binding the Company or any of its Subsidiaries (provided that the Company and its Subsidiaries shall use commercially reasonable efforts to provide such information memorandumin a manner which would not jeopardize such privilege, prospectus disclose such trade secrets or similar investment circular violate such confidentiality obligations), (H) prepare any financial statements that are not available to it and prepared in the ordinary course of its financial reporting practice, or (I) result in the Company or any of its Subsidiaries being an issuer or obligor under the Debt Financing prior to the Closing. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses incurred by the purpose Company or its Subsidiaries or their respective Representatives (including reasonable and documented fees and expenses of or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred the Company’s legal and financial advisors) in connection with the Contemplated Transactions cooperation contemplated by this Section 5.13 and shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, judgments, inquiries, fines, costs or expenses suffered or incurred by them in connection with the arrangement of the Debt Financing, any action taken by them at the request of Parent pursuant to this Section 5.13 and any information used in connection therewith (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested other than information provided in writing by the Purchaser related to Company or its Subsidiaries specifically for use in connection with the Acquired CompaniesDebt Financing), except the provision in each case, other than as a result of any fraud, bad faith, gross negligence or willful misconduct by such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if anyRepresentatives. (b) Subject All non-public or otherwise confidential information regarding the Company or its Subsidiaries obtained by Parent or its Representatives pursuant to this Section 5.13 shall be kept confidential and otherwise treated in accordance with the Confidentiality Agreement or other confidentiality obligations that are substantially similar to those contained in the Confidentiality Agreement (which, with respect to the procedures Financing Parties, shall be satisfied by the confidentiality provisions applicable thereto under the Debt Commitment Letter if made for indemnity set forth in Section 11.4, the Purchaser Parties will indemnify and hold benefit of the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case Company). The Company hereby consents to the extent, but only to use of its and the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies Company Subsidiaries’ logos in connection with the IPR Shareholders Meeting) relating Debt Financing; provided that Parent and Merger Sub shall ensure that such logos are used solely in any way a manner that is not intended to or reasonably likely to harm or disparage the IPR Shareholders Circular Company or any Investment Circularthe Company’s reputation or goodwill.

Financing Cooperation. (a) Subject to Section 6.1 and 6.26(a) and without limiting From the generality of the foregoing, and subject to Seller's obligations in Section 6.1 and 6.26(a), between the Effective Date and date hereof through the Closing Date, the Sellers will Parties shall use Commercially Reasonable Efforts commercially reasonable efforts to cooperate secure at the Closing one or more financing commitments in the form of private placement transactions with institutional investors, backstops against exercises of SPAC Shareholder Redemption Rights, non-redemption agreements, or any other form of equity or equity-related financing, in each case on commercially reasonable and market-based terms reasonably acceptable to the Purchaser SPAC and the Company, acting together in connection with good faith (the preparation “Closing Offering”). In the event that the Closing Offering is structured as a private placement transaction, the Company and SPAC shall mutually select and agree upon a proposed list of any information memorandum, prospectus or similar investment circular potential investors for the purpose Closing Offering. The subscription or other agreements relating to the Closing Offering will (i) be in a form mutually acceptable to the Parties, (ii) include the Company as a third-party beneficiary thereto, and (iii) close contingent upon and immediately prior to the Closing. In furtherance of or the foregoing, the Parties shall use commercially reasonable efforts to identify sources of financing for the Closing Offering and to mutually negotiate the underlying subscription, financing and similar agreements and reasonably cooperate in a timely manner in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred in connection with the Contemplated Transactions such efforts, including (each, an "Investment Circular"x) by providing such information and assistance as the Purchaser other Parties may reasonably request, (y) granting such access to potential investors and their respective representatives as may be reasonably necessary for their due diligence, and (z) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with historical financial data and historical operating data that is reasonably requested by the Purchaser related respect to the Acquired CompaniesClosing Offering. All such cooperation, except assistance and access shall be granted upon reasonable prior notice and during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the provision business and operations of any such historical operating data the Parties and shall be subject to any limitations under applicable confidentiality Law. Each Party shall promptly inform the other Party of all aspects and developments related to obtaining the Closing Offering, including the proposed terms and conditions thereof and any material decisions or non-disclosure agreements in favor of third parties, if any. (b) Subject actions related to the procedures for indemnity set forth in Section 11.4Closing Offering. Neither the Company or Holdco, on the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circularone hand, or any amendment the SPAC, on the other hand, shall make or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary agree to make any amendments, changes, modifications or waivers to any Contracts underlying the statements therein Closing Offering without the prior written consent of the SPAC or the Company, as applicable, which consent may not misleadingbe unreasonably denied, in each case to the extentconditioned, but only to the extent, such untrue statement granted or alleged untrue statement withheld or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies in connection with the IPR Shareholders Meeting) relating in any way to the IPR Shareholders Circular or any Investment Circulardelayed.

Financing Cooperation. (a) Subject From the date hereof until the earlier to Section 6.1 occur of the Closing Date and 6.26(athe date that this Agreement is terminated in accordance with Article 7, the Company shall use reasonable best efforts to, and shall use reasonable best efforts to cause its Subsidiaries and its and their respective officers, employees, advisors and other representatives to, at Purchaser’s sole cost and expense and at Purchaser’s reasonable request, cooperate with the Evolent Entities in connection with the arrangement of the Debt Financing, including the use of reasonable best efforts in respect of (i) participating in, on reasonable advance notice and at reasonable locations, a reasonable number of virtual or telephonic meetings, due diligence sessions, and other presentations to, and with, Financing Sources (including direct contact between the senior management and other representatives of the Company Group, on the one hand, and the actual and potential Financing Sources, on the other hand) and sessions with ratings agencies, in each case, to the extent customary in connection with financings of the type contemplated by the Commitment Letter, (ii) assisting with the preparation of customary materials for rating agency presentations, lender and investor presentations, business projections, bank information memoranda, prospectuses and similar documents required in connection with the Debt Financing and other customary marketing and syndication materials required in connection with the Debt Financing (and identifying any portion of the information set forth in any of the foregoing that would constitute material nonpublic information if the Company or any parent company of the Company were a public reporting company) (it being understood that (a) none of the Company, its Subsidiaries or any Seller shall be responsible in any manner for information related to the Debt Financing that may be included in any pro forma financial statements and (b) without limiting the generality obligations to assist set forth in this Section 4.8, the Evolent Entities and Merger Sub shall be solely responsible for the preparation of such pro forma financial statements), (iii) furnishing the Evolent Entities with the Required Information and such other financial information regarding the Company and its Subsidiaries as may be reasonably requested in writing by the Evolent Entities in connection with the Debt Financing, (iv) delivering customary authorization letters with respect to any bank information memoranda to the extent contemplated by the Commitment Letter (which authorization letters shall be in form and substance satisfactory to the Company (it being agreed that the Evolent Entities shall furnish such letters to the Company and provide the Company with a reasonable opportunity to review and comment with respect thereto)), (v) assisting in the preparation of, and executing and delivering, as applicable, definitive financing documents (including guarantee and collateral documents and customary closing certificates with respect to the Debt Financing) as may be required by the Debt Financing and any related schedules, annexes and exhibits thereto (including by providing information in the possession of, or reasonably ascertainable by, the Company in connection therewith), (vi) assisting with the pledging of, and granting of Liens on, collateral for the Debt Financing, including by delivering notices of prepayment within the time periods required by the relevant agreements governing Indebtedness of the foregoingCompany Group and obtaining customary payoff letters, lien terminations and instruments of discharge, and subject give any other necessary notices, to Seller's obligations allow for the payoff, discharge and termination in Section 6.1 and 6.26(afull of existing Liens of the Company Group (to the extent not contemplated under this Agreement to survive the consummation of the Closing), between (vii) ensuring that the Effective Date Financing Sources benefit from existing lending relations (if any) of the Company, (viii) providing the Evolent Entities, Merger Sub and the Financing Sources, at least four (4) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Sellers will use Commercially Reasonable Efforts to cooperate with the Purchaser in connection with the preparation of any information memorandum, prospectus or similar investment circular for the purpose of or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested by the Purchaser related to the Acquired Companies, except the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if any. (b) Subject to the procedures for indemnity set forth in Section 11.4, the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleadingPATRIOT Act, in each case to the extent, but only extent reasonably requested in writing by the Evolent Entities at least nine (9) Business Days prior to the extentClosing Date, such untrue statement or alleged untrue statement or omission or alleged omission was not made (ix) reasonably cooperating in reliance upon and satisfying the conditions precedent set forth in conformity with written information furnished the Commitment Letter to the IPR by extent satisfaction of any such condition reasonably requires the Sellers expressly for use therein cooperation of, or is within the control of, the Company Group and (iix) any offering taking corporate actions reasonably necessary to permit the consummation of securitiesthe Debt Financing, financing activitiesin each case with respect to foregoing, solicitations subject to the limitations contained in this Agreement (including solicitations Section 4.8(b) below). The Company and its Subsidiaries consent to the customary and reasonable use of votes the Company’s logos solely in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended, or proxies 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. (b) Notwithstanding anything in this Agreement to the contrary, (i) none of the Company or any of its Subsidiaries or any of their respective directors, officers, employees, advisors, representatives or agents shall be required to execute or enter into any certificate, instrument, agreement or other document in connection with the IPR Shareholders Meeting) relating Debt Financing which will be effective prior to the Closing, except for customary authorization letters in any way marketing materials for the Debt Financing, to the IPR Shareholders Circular extent contemplated by the Commitment Letter (which authorization letters shall be in form and substance satisfactory to the Company (it being agreed that the Evolent Entities shall furnish such letters to the Company and provide the Company with a reasonable opportunity to review and comment with respect thereto)), (ii) nothing herein shall require cooperation or other actions or efforts on the part of the Company or any Investment Circularof its Subsidiaries or any of their respective directors, officers, employees, advisors, representatives or agents in connection with the Debt Financing to the extent it (A) would interfere unreasonably with the business or operations of the Company or any of its Subsidiaries, (B) would or would reasonably be expected to cause any condition to the Closing set forth in this Agreement not to be satisfied or (C) would or would reasonably be expected cause any breach of this Agreement or any violation of Law or material Contract, (iii) neither the Company nor any of its Subsidiaries nor any of their respective directors, officers, employees, advisors, representatives or agents shall be required to, or be required to commit to, (1) take any action that is not contingent upon the Closing or enter into execute any agreement or document (other than customary authorization letters to the extent contemplated by the Commitment Letter (which authorization letters shall be in form and substance satisfactory to the Company (it being agreed that the Evolent Entities shall furnish such letters to the Company and provide the Company with a reasonable opportunity to review and comment with respect thereto))) unless the effectiveness thereof shall be conditioned upon, or become operative upon or after, the occurrence of the Closing, (2) take any action that would, or would reasonably be expected to, result in any officer, director, employee, agent or other representative of the Company or any of its Subsidiaries incurring any personal liability with respect to any matters relating to the Debt Financing, (3) deliver or cause the delivery of (A) any certificate necessary for the Debt Financing that will be effective prior to Closing or (B) any legal opinions, (4) deliver or cause the delivery of any pro forma financial information or any other financial information not readily available to the Company (other than the Required Information), (5) pay any commitment or other similar fee in connection with the Debt Financing prior to the Closing, (6) waive or amend any terms of this Agreement or any other material Contract to which the Company or its Subsidiaries is party, (7) provide access to or disclose information where the Company determines that such access or disclosure would or would reasonably be expected to jeopardize the attorney-client privilege or contravene any Law or material Contract, or take any action that will conflict with or violate the organizational documents of Company or any of its Subsidiaries or any legal requirements or result in the contravention of, or would reasonably be expected to result in a violation or breach of, or default under, any Law or material Contract, provided that the Company Group shall use reasonable best efforts to provide such information in a manner that would not jeopardize the attorney client privilege or result in such contravention, breach or violation, or (8) adopt resolutions or take similar action approving the Debt Financing effective prior to the Closing (or otherwise approve the agreements, documents or instruments pursuant to which the Debt Financing is made, except for customary authorization letters in any marketing materials for the Debt Financing to the extent contemplated by the Commitment Letter (which authorization letters shall be in form and substance satisfactory to the Company (it being agreed that the Evolent Entities shall furnish such letters to the Company and provide the Company with a reasonable opportunity to review and comment with respect thereto))) (it being agreed that directors and officers of Subsidiaries of the Company may sign resolutions or consents that do not become effective until the Closing solely to the extent that they will remain directors and/or officers after giving effect to the Closing). All non-public or other confidential information provided by the Company or its Subsidiaries pursuant to this Section 4.8 shall be kept confidential in accordance with the Confidentiality Agreement, except that Purchaser and Merger Sub shall be permitted to disclose such information to any Financing Sources or potential Financing Sources and other financial institutions and investors that may become parties to the Debt Financing (and, in each case, to their respective counsel and auditors) as permitted pursuant to the Confidentiality Agreement. None of the Company or any of its Subsidiaries shall be required to bear any cost or expense, pay any commitment or other similar fee, make any other payment, incur any other liability or provide or agree to provide any indemnity, in each case, in connection with the Debt Financing prior to the Closing. Purchaser shall reimburse the Company, its Subsidiaries and the Sellers and their respective Representatives for any reasonable and documented out of pocket fees and expenses incurred pursuant to this Section 4.8 (other than with respect to the Company’s obligations to deliver the Required Information and, for the avoidance of doubt, compensation of its and its Subsidiaries’ employees) and shall indemnify and hold harmless the Company, its Subsidiaries and the Sellers and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments, and penalties incurred or suffered by them in connection with any actions taken pursuant to this Section 4.8; provided, that the Evolent Entities shall not have any obligation to indemnify and hold harmless any such party or Person to the extent that any such damages suffered or incurred arose from (x) historical information provided by or on behalf of the Company or its Affiliates or (y) the willful misconduct, gross negligence, fraud or intentional misrepresentation of, the Company or any of its Subsidiaries or its or their respective Representatives. Notwithstanding the foregoing, it is understood and agreed by the Evolent Entities that receipt of third-party financing is not a condition to the obligation of such Persons to consummate the Closing. (c) Notwithstanding anything to the contrary herein, a breach by the Company of its obligations under this Section 4.8 shall not constitute a breach of this Agreement or a breach for purposes of Article VI or a failure of the conditions precedent set forth in Section 3.2 unless (i) Purchaser provides reasonably prompt written notice of the alleged breach of this Section 4.8, specifying in reasonable detail specific steps to cure such alleged breach in a manner consistent with this Section 4.8 and provides the Company with a reasonable period of time to cure such breach, (ii) such breach constitutes a material breach of Section 4.8 and has not been cured within the applicable period specified by Purchaser and (iii) such breach directly results in, and is the primary cause of, the Debt Financing not being available to Purchaser.

Financing Cooperation. (a) Subject From the date hereof until the earlier of the Closing and the valid termination of this Agreement, each Seller Party shall use commercially reasonable efforts, at the Buyer’s sole cost and expense, to Section 6.1 cooperate, and 6.26(acause their Affiliates and their and their Affiliates’ respective officers, employees and advisors, to use commercially reasonable efforts to cooperate, with the Buyer in connection with any debt financing in connection with the Transactions (the “Debt Financing”), as may be reasonably necessary to arrange the Debt Financing (provided that such requested cooperation does not (i) unreasonably interfere with the ongoing operations of the Acquired Companies and/or the businesses of any of the Seller Parties, (ii) cause any covenant, representation or warranty in this Agreement to be breached or (iii) cause any condition in this Agreement to fail to be satisfied), including using commercially reasonable efforts to: (i) upon reasonable advance notice, cause senior management of the Acquired Companies to participate at reasonable times and locations, if applicable, convenient to such persons during normal business hours of the Acquired Companies in a reasonable number of meetings, drafting sessions, presentations, calls and rating agency and due diligence sessions with the Buyer’s prospective lenders; (ii) as promptly as reasonably practicable, furnish the Buyer and its Debt Financing Sources with financial and other pertinent and customary information regarding the Acquired Companies and the Business that are readily available in the ordinary course of business and consistent with past practice at the time and are reasonably requested by the Buyer or the Debt Financing Sources for use in connection with the Debt Financing (including, for the avoidance of doubt, in connection with the due diligence investigation of the Debt Financing Sources) and without limiting the generality that are customarily needed for financings of the foregoingtype contemplated in connection with the Transactions or the Buyer’s satisfaction of the conditions precedent set forth in the definitive financing documentation governing the Debt Financing; provided that, for the avoidance of doubt, none of the Seller Parties or their controlled Affiliates shall be required to provide any historical financial statements other than the Financial Statements and none of the Seller Parties or their controlled Affiliates shall be required to provide, and subject the Buyer shall be solely responsible for, (A) the preparation of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to Seller's obligations be incorporated into any pro forma financial information and (B) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing; (iii) (A) assist the Buyer in Section 6.1 the preparation of schedules and 6.26(a), between exhibits to the Effective Date definitive documentation for the Debt Financing with respect to the Acquired Companies and the Business as may reasonably be requested by the Buyer or the Debt Financing Sources in connection with the Debt Financing and (B) facilitate the pledging and perfection of collateral with respect to the Acquired Companies and the Business; (iv) no later than three (3) days prior to the Closing Date, deliver all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Sellers will use Commercially Reasonable Efforts PATRIOT Act, that, in each case, has been reasonably requested by the Buyer in writing, at least ten (10) days in advance of the Closing Date; and (v) provided, in each case, that none of the Seller Parties, any of their respective Affiliates or any of their and their Affiliates’ respective officers, employees or advisors (other than, if applicable, Affiliates comprising the Acquired Companies, on or after Closing) shall be required to cooperate with (A) incur or satisfy any Liability or obligation (including the Purchaser payment of any fees) in connection with the preparation of Debt Financing, including under any information memorandumagreement or document related to the Debt Financing (other than such incurrence by the Acquired Companies on or after Closing), prospectus (B) execute or similar investment circular for the purpose of deliver any definitive financing documents, including any credit or in connection with any post-Closing financing other agreements, pledge or refinancing of any indebtedness assumed security documents, or incurred other certificates, legal opinions or documents in connection with the Contemplated Transactions Debt Financing or otherwise commit to taking any action (eachincluding entering into such agreements and documents), an "Investment Circular"(C) by providing take any corporate or similar actions prior to Closing to permit the Purchaser consummation of the Debt Financing, (D) take any action that could conflict with, violate or result in a breach of or termination right or default under any Organizational Documents of such person, any Contract, any Related Agreements or any Law, (E) take any action that could be reasonably likely to subject any director, manager, officer or employee of the Seller Parties or any of their Affiliates to any actual or potential personal liability, (F) cause any director, manager or similar authority of the Seller Parties or any of their Affiliates to pass resolutions or consents to approve or authorize the execution of definitive documents in connection with historical financial data and historical operating data the Debt Financing (other than, solely in respect of such Persons contemplated to retain such positions after the Closing Date, definitive documents in connection with the Debt Financing that is reasonably requested are contingent upon the Closing), (G) reimburse any expenses or provide any indemnities to the Debt Financing Sources under the definitive documentation for the Debt Financing (other than such reimbursement or indemnification by the Purchaser related Acquired Companies on or after Closing), (H) make any representation, warranty or certification that, in the good faith determination of the Seller Parties, is not true at the time, (I) provide access to or disclose information that the Seller Parties determine in good faith could jeopardize any attorney-client privilege of, or conflict with any confidentiality requirements applicable to, the Seller Parties and any of their Affiliates, (J) provide any cooperation or information that does not pertain to the Acquired Companies or the Business, (K) deliver any financial or other information that is not currently prepared or readily available in the ordinary course of business at the time requested, and (L) have any obligations under this Section 6.07(a) following the consummation of the Transaction. Each Seller Party hereby consents to the use of the Acquired Companies’ logos in connection with the Debt Financing; provided, except that such logos are used solely in a manner that is not intended to, or reasonably likely to, harm or disparage the provision Seller Parties or any of their Affiliates or the reputation or goodwill of the Seller Parties, any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third partiestheir Affiliates, if anythe Acquired Companies and their respective marks. (b) Subject to the procedures for indemnity set forth in Section 11.4, the Purchaser Parties will The Buyer shall indemnify and hold harmless the Sellers Seller Parties, their respective Affiliates and any of their and their Affiliates harmless Affiliates’ respective officers, employees or advisors from and against any Losses and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of Debt Financing and the performance of their respective obligations under Section 6.07(a) and any information utilized in connection therewith, except to which the Sellers and their Affiliates may become subject insofar as extent such Losses losses or damages arise out of or are based result from, in connection with the arrangement of Debt Financing, (x) willful misconduct, fraud or gross negligence or (y) material misrepresentation, omissions, misstatements or inaccuracies in any written information or fraud, by any Seller Party, any of their Affiliates or any of their respective Representatives, in each case, as determined in a final, non-appealable judgment of a court of competent jurisdiction. The Buyer shall, promptly upon written request by the Seller Parties or their respective Affiliates, reimburse the Seller Parties, as applicable, for all reasonable and documented out-of-pocket costs and expenses incurred by the Seller Parties, their respective Affiliates and any of their and their Affiliates’ respective officers, employees or advisors in connection with the cooperation required by Section 6.07(a); provided, that the Buyer shall not be responsible for any ordinary course that would have been incurred regardless of any cooperation under Section 6.07(a). (c) The Buyer acknowledges and agrees that (i) an untrue statement or alleged untrue statement the obtaining of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein Debt Financing is not a material fact or necessary to make the statements therein not misleading, in each case condition to the extentClosing and reaffirms its obligation to consummate the Transactions irrespective and independently of the availability of the Debt Financing, subject to fulfillment or waiver of the conditions to the Closing set forth in Articles IX and X (other than those conditions that by their nature are to be satisfied at Closing, but only subject to the extentfulfillment or waiver of such conditions), such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering failure of securities, financing activities, solicitations (including solicitations of votes or proxies in connection with the IPR Shareholders Meeting) relating in any way Seller Party to provide to the IPR Shareholders Circular or Buyer any Investment Circularfinancial information (other than the Financial Statements) shall not be deemed to constitute a failure by any Seller Party to perform in all material respects an obligation under Section 6.07(a). (d) Notwithstanding anything contained herein to the contrary, it is understood and agreed by the Parties that a breach by any Seller Party of its obligations set forth in Section 6.07(a) shall only be deemed to cause the conditions set forth in Section 9.02 to fail to be satisfied if (i) the Debt Financing has not been obtained due to the Seller Party’s willful and material breach of their obligations under Section 6.07(a), (ii) the Buyer has provided written notice to the Seller Parties of such breach and (iii) the Seller Parties have failed to cure such breach within five (5) Business Days following receipt of such notice.

Financing Cooperation. (a) Subject Prior to Section 6.1 the Closing, the Company shall use its reasonable best efforts to, and 6.26(ashall cause its Subsidiaries to use their reasonable best efforts to, and shall use its reasonable efforts to cause its and their Representatives to, provide all cooperation reasonably requested by Parent necessary and customary for the arrangement of the Debt Financing (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries), including by (i) participating in a reasonable number of meetings (including meetings with prospective Lenders), presentations, road shows, due diligence sessions and sessions with rating agencies, at reasonable times and with reasonable advance notice, (ii) to the extent required by the Debt Financing, using reasonable efforts to facilitate the pledging of, and perfection of security interests in, collateral, effective no earlier than the Effective Time, (iii) furnishing Parent and the Lenders as promptly as reasonably practicable the financial statements of the Company and its consolidated Subsidiaries required by paragraph 5 in Exhibit D to the Debt Commitment Letter (such financial statements, the “Required Financial Information”) and, following the delivery of a request therefor to the Company by Parent (which notice shall state with specificity the information requested), such financial and other information regarding the Company as is readily available to the Company at such time and is customarily required in connection with the execution of financings of a type similar to the Debt Financing, (iv) if requested by Parent, using reasonable best efforts to assist Parent in connection with Parent’s preparation of customary pro forma financial statements as required by paragraph 7 in Exhibit D to the Debt Commitment Letter; provided, that (x) Parent shall be responsible for the preparation of such pro forma financial statements and any pro forma adjustments giving effect to the Merger and the other transactions contemplated herein and (y) the Company’s assistance shall relate solely to the financial information and data derived from the Company’s historical books and records, (v) in each case following Parent’s reasonable request, using reasonable best efforts to assist Parent and Merger Sub in the preparation of customary (A) confidential information memoranda (including a version that does not include material non-public information) and without limiting other customary marketing materials required in connection with financings similar to the generality Debt Financing, (B) materials for rating agency presentations and (C) definitive documentation for the Debt Financing, (vi) following Parent’s reasonable request, using reasonable best efforts to cause directors and officers who will continue to hold such offices and positions from and after the Effective Time to execute resolutions or consents of the foregoing, Company and subject to Seller's obligations in Section 6.1 and 6.26(a), between its Subsidiaries that do not become effective until the Effective Date Time with respect to entering into the definitive documentation for the Debt Financing and otherwise as necessary to authorize consummation of the Debt Financing and (vii) if requested by Parent, provide, at least two (2) Business Days prior to the Closing Date, all documentation and other information relating to the Sellers will use Commercially Reasonable Efforts Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to cooperate with the Purchaser extent requested by Parent in writing at least nine (9) Business Days prior to the Closing Date. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 5.13 that (A) would require the Company, its Subsidiaries or any Persons who are directors of the Company or its Subsidiaries to pass resolutions or consents to approve or authorize the execution of the Debt Financing that is effective prior to the Effective Time or execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Effective Time, (B) cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries, (C) require the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other expense, liability or obligation (other than those set forth in this Section 5.13) in connection with the preparation Debt Financing prior to the Closing or have any obligation of the Company or any of its Subsidiaries under any agreement, certificate, document or instrument be effective until the Closing, (D) cause any director, officer or employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability, (E) conflict with the organizational documents of the Company or its Subsidiaries or any Laws, (F) reasonably be expected to result (with or without notice, lapse of time, or both) in a material violation or breach of, or a default under, any Contract to which the Company or any of its Subsidiaries is a party, (G) provide access to or disclose information memorandumthat the Company or any of its Subsidiaries determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, prospectus (H) prepare any financial statements or similar investment circular information that (x) are not available to it and prepared in the ordinary course of its financial reporting practice and (y) would not otherwise be available to it or capable of being prepared by it without undue burden or other than with the use of its commercially reasonable efforts or (I) require the Company or any of its Subsidiaries to enter into any instrument or agreement that is effective prior to the Effective Time or that would be effective if the Closing does not occur. Nothing contained in this Section 5.13 or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the purpose of Company or in connection with any post-Closing financing its Subsidiaries or refinancing of any indebtedness assumed or incurred their respective Representatives in connection with the Contemplated Transactions cooperation contemplated by this Section 5.13 and shall indemnify and hold harmless the Company 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 at the request of Parent pursuant to this Section 5.13 and any information used in connection therewith (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested other than information provided in writing by the Purchaser related Company or its Subsidiaries specifically in connection with its obligations pursuant to the Acquired Companies, except the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if anythis Section 5.13). (b) Subject to For the procedures for indemnity set forth in Section 11.4avoidance of doubt, the Purchaser Parties will indemnify parties hereto acknowledge and hold agree that the Sellers provisions contained in this Section 5.13, represent the sole obligation of the Company, its Subsidiaries and their Affiliates harmless against any Losses respective Representatives with respect to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies cooperation in connection with the IPR Shareholders Meetingarrangement of any financing (including the Financing) relating in any way to be obtained by Parent or Merger Sub with respect to the IPR Shareholders Circular transactions contemplated by this Agreement and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by Parent, Merger Sub or any Investment Circularof their respective Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (c) All non-public or otherwise confidential information regarding the Company or its Subsidiaries obtained by Parent or its Representatives pursuant to this Section 5.13 shall be kept confidential and otherwise treated in accordance with the Confidentiality Agreement or other confidentiality obligations that are substantially similar to those contained in the Confidentiality Agreement (which, with respect to the Lenders, shall be satisfied by the confidentiality provisions applicable thereto under the Debt Commitment Letter if made for the benefit of the Company). The Company hereby consents to the use of its and the Company Subsidiaries’ logos in connection with the Debt Financing.

Financing Cooperation. (a) Subject Prior to Section 6.1 the Closing, the Company shall use its reasonable best efforts to, and 6.26(ashall cause its Subsidiaries to use their reasonable best efforts to, and shall use its reasonable efforts to cause its and their Representatives to, provide, at the expense of Parent, all cooperation reasonably requested by Parent necessary and customary for the arrangement of the Debt Financing (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries), including by (i) participating in a reasonable number of meetings (including meetings with prospective lenders), presentations, road shows, due diligence sessions and sessions with rating agencies, at reasonable times and with reasonable advance notice, (ii) executing and delivering Definitive Agreements and other certificates as may be reasonably requested by Parent, and to the extent required by the Debt Financing, using reasonable best efforts to facilitate the pledging of, and perfection of security interests in, collateral, in each such case, effective no earlier than the Effective Time, (iii) furnishing Parent and the Lenders as promptly as reasonably practicable the financial statements of the Company and its consolidated Subsidiaries required by paragraph 6 in Exhibit C to the Debt Commitment Letter (such financial statements, the “Required Financial Information”) and, following the delivery of a request therefor to the Company by Parent (which notice shall state with specificity the information requested), such financial and other information regarding the Company as is readily available to the Company at such time and is customarily required in connection with the execution of financings of a type similar to the Debt Financing, (iv) if requested by Parent, using reasonable best efforts to assist Parent in connection with Parent’s preparation of customary pro forma financial statements as required by paragraph 7 in Exhibit C to the Debt Commitment Letter; provided, that (x) Parent shall be responsible for the preparation of such pro forma financial statements and any pro forma adjustments giving effect to the Merger and the other transactions contemplated herein and (y) the Company’s assistance shall relate solely to the financial information and data derived from the Company’s historical books and records, (v) in each case following Parent’s reasonable request, using reasonable best efforts to assist Parent and Merger Sub in the preparation of customary (A) confidential information memoranda (including a version that does not include material non-public information and executing and delivering one or more customary authorization and representation letters contemplated by the Debt Commitment Letter or otherwise that are customary in the Debt Financing) and without limiting other customary marketing materials required in connection with financings similar to the generality Debt Financing, (B) materials for rating agency presentations and (C) definitive documentation for the Debt Financing, (vi) following Parent’s reasonable request, using reasonable best efforts to cause directors and officers who will continue to hold such offices and positions from and after the Effective Time to execute resolutions or consents of the foregoingCompany and its Subsidiaries that do not become effective until the Effective Time with respect to entering into the definitive documentation for the Debt Financing and otherwise as necessary to authorize consummation of the Debt Financing, and subject (vii) if requested by Parent, provide, at least three (3) Business Days prior to Seller's obligations in Section 6.1 and 6.26(a), between the Effective Date and the Closing Date, all documentation and other information relating to the Sellers will use Commercially Reasonable Efforts Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and including, if the Company or any of its subsidiaries qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certificate (each as defined in the Debt Commitment Letter), to cooperate with the Purchaser extent requested by Parent in writing at least nine (9) Business Days prior to the Closing Date. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 5.13 that (A) would require the Company, its Subsidiaries or any Persons who are officers or directors of the Company or its Subsidiaries to pass resolutions or consents to approve or authorize the execution of the Debt Financing that is effective prior to the Effective Time or execute or deliver any certificate, document, instrument or agreement (other than the authorization and representation letters referred to in clause (v)(A) above) or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Effective Time, (B) cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries, (C) require the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other expense, liability or obligation (other than those set forth in this Section 5.13) in connection with the preparation Debt Financing prior to the Closing or have any obligation of the Company or any of its Subsidiaries under any agreement, certificate, document or instrument be effective until the Closing, (D) cause any director, officer or employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability, (E) conflict with the organizational documents of the Company or its Subsidiaries or any Laws, (F) reasonably be expected to result (with or without notice, lapse of time, or both) in a material violation or breach of, or a default under, any Contract to which the Company or any of its Subsidiaries is a party, (G) provide access to or disclose information memorandumthat the Company or any of its Subsidiaries determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, prospectus (H) prepare any financial statements or similar investment circular information that (x) are not available to it and prepared in the ordinary course of its financial reporting practice and (y) would not otherwise be available to it or capable of being prepared by it without undue burden or other than with the use of its commercially reasonable efforts or (I) require the Company or any of its Subsidiaries to enter into any instrument or agreement (other than the authorization and representation letters referred to in clause (v)(A) above) that is effective prior to the Effective Time or that would be effective if the Closing does not occur. Nothing contained in this Section 5.13 or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing. Parent shall, promptly upon request by the Company, reimburse the Company following termination of this Agreement for all reasonable out-of-pocket costs incurred by the purpose of Company or in connection with any post-Closing financing its Subsidiaries or refinancing of any indebtedness assumed or incurred their respective Representatives in connection with the Contemplated Transactions cooperation contemplated by this Section 5.13 and shall indemnify and hold harmless the Company 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 at the request of Parent pursuant to this Section 5.13 and any information used in connection therewith (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested other than information provided in writing by the Purchaser related Company or its Subsidiaries specifically in connection with its obligations pursuant to the Acquired Companies, except the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if anythis Section 5.13). (b) Subject to For the procedures for indemnity set forth in Section 11.4avoidance of doubt, the Purchaser Parties will indemnify parties hereto acknowledge and hold agree that the Sellers provisions contained in this Section 5.13, represent the sole obligation of the Company, its Subsidiaries and their Affiliates harmless against any Losses respective Representatives with respect to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies cooperation in connection with the IPR Shareholders Meetingarrangement of any financing (including the Financing) relating in any way to be obtained by Parent or Merger Sub with respect to the IPR Shareholders Circular transactions contemplated by this Agreement and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by Parent, Merger Sub or any Investment Circularof their respective Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (c) All non-public or otherwise confidential information regarding the Company or its Subsidiaries obtained by Parent or its Representatives pursuant to this Section 5.13 shall be kept confidential and otherwise treated in accordance with the Confidentiality Agreement or other confidentiality obligations that are substantially similar to those contained in the Confidentiality Agreement (which, with respect to the Lenders, shall be satisfied by the confidentiality provisions applicable thereto under the Debt Commitment Letter if made for the benefit of the Company). The Company hereby consents to the use of its and the Company Subsidiaries’ logos in connection with the Debt Financing, so long as the Company has a reasonable opportunity to preview such use of logos and such logos (i) are used solely in a manner that is not intended to or likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or its Subsidiaries; (ii) are used solely in connection with a description of the Company, its business and products or the Merger (including in connection with any marketing materials related to the Debt Financing); and (iii) are displayed and presented in a manner consistent with the Company’s past practices. (d) At least three (3) Business Days prior to the Closing, the Company shall deliver to Parent executed payoff letter(s) in customary form, which, subject to compliance with the terms and conditions set forth therein, shall provide for the full satisfaction and repayment of all amounts owing in respect of all obligations of the Company and its Subsidiaries under the Amended and Restated Loan and Security Agreement, dated June 17, 2013, between the Company and Silicon Valley Bank (as the same may be amended, modified, supplemented, restated or amended and restated from time to time, including by the First Loan Modification Agreement, dated October 7, 2013, by and between the Company and Silicon Valley Bank, the Second Loan Modification Agreement, dated January 29, 2016, by and between the Company and Silicon Valley Bank, and the Third Loan Modification Agreement, dated February 6, 2018, by and between the Company and Silicon Valley Bank) and termination of all commitments to extend credit to the Company and its Subsidiaries thereunder (the “Payoff Letters”) as well as releases in customary forms, to occur on or immediately after the Closing Date with the repayment of such amounts of all Liens on the assets of the Company and its Subsidiaries securing the obligations thereunder, the termination of all commitments to extend credit therefor and the release or termination of all guarantees of any such amounts (it being understood that Parent shall be entitled to see drafts of such Payoff Letters as soon as reasonably practicable prior to the Closing).

Financing Cooperation. (a) Subject to Section 6.1 From the date hereof until the Effective Time and 6.26(a) and without limiting the generality consummation of the foregoingClosing, the Company shall (x) furnish to Buyer, as promptly as reasonably practicable, the Required Information and (y) use its reasonable best efforts to, and shall cause its Subsidiaries and its and their respective Representatives to use their reasonable best efforts to, promptly provide all cooperation in connection with the arrangement of the Debt Financing as is customary for financings of the type contemplated by the Debt Commitment Letter and as may be reasonably requested by Buyer and the satisfaction of the conditions precedent to the funding of the Debt Financing. Such reasonable best efforts shall include: (i) furnishing to Buyer any pertinent or customary financial or operating information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer in connection with the arrangement of the Debt Financing, including to provide as promptly as practicable after January 1, 2022, unaudited management prepared “flash” or preliminary financial statements of the Company and its Subsidiaries (including balance sheets and related statements of operations, with respect to the financial position of the Company) as of, and for the fiscal year ending, December 31, 2021 presented in accordance with GAAP (it being understood that such financial statements shall be subject to Seller's obligations customary disclaimers and adjustments for the Company’s year-end accounting procedures) (the “Flash Financials”); (ii) taking appropriate steps (including by making an 8-K filing) to disclose publicly the Flash Financials so as to ensure that the Flash Financials do not constitute “material non-public information” (within the meaning of the United States federal securities laws with respect to the Company and its Subsidiaries and securities); (iii) participating in Section 6.1 (and 6.26(acausing necessary members of management of the Company and its Subsidiaries with appropriate seniority to participate in) a reasonable number of meetings, due diligence sessions, presentations and sessions with prospective financing sources, investors and ratings agencies (including a version of the marketing materials that does not contain any material non-public information with respect to the Company and its Subsidiaries); (iv) reasonably cooperating with Buyer’s marketing efforts in connection with the Debt Financing, between including delivering customary authorization letters and assisting with the Effective Date preparation of materials for bank information memoranda, lender presentations and other similar documents or marketing materials to be used in connection with the arrangement of the Debt Financing (including a version of the marketing materials that does not contain any material non-public information with respect to the Company and its Subsidiaries) (and for the avoidance of doubt, the Company’s cooperation may require public disclosure of segment financial information with respect to the fiscal year ended December 31, 2019 previously prepared by the Company and made available in the data room prior to the date hereof such that they may be included in any such “public”-side marketing materials); (v) assisting Buyer in obtaining any corporate or facility ratings from any ratings agencies contemplated by Debt Financing, including by assisting with the preparation of materials for rating agency presentations in connection with the Debt Financing; (vi) taking, on the Closing Date, corporate actions to permit the Sellers will use Commercially Reasonable Efforts consummation of the Debt Financing and to cooperate permit the proceeds thereof to be made available to the Surviving Corporation at the Effective Time; (vii) furnishing, at least four (4) Business Days prior to the Closing, such documentation and information as is reasonably requested in writing by the Buyer at least nine (9) days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation (as defined in the Debt Commitment Letter); (viii) assisting with the Purchaser preparation of any definitive agreements to be entered into in connection with the Debt Financing as may be reasonably requested by Buyer, including by providing information concerning the Company and its Subsidiaries for the completion of any schedules, exhibits or annexes thereto; (ix) executing and delivering, on the Closing Date, any customary credit agreements, pledge and security documents, guarantees or other definitive financing documents or other requested certificates, including a customary solvency certificate duly executed by the chief financial officer of the Surviving Corporation; (x) reasonably facilitating the pledging of collateral, including any possessory collateral; (xi) cooperating with, and taking all actions reasonably requested by, Buyer in order to facilitate the termination and payoff of the commitments under the Credit Facilities at Closing upon or simultaneously with the funding of the Debt Financing (including, upon such funding, (w) the repayment in full of all obligations then outstanding thereunder, (x) the release of all encumbrances, security interests and collateral, (y) the termination of all guaranties and the agreements evidencing subordination in connection therewith and (z) the termination or replacement of all letters of credit outstanding thereunder, in each case at the Closing), and arranging for delivery to Buyer of payoff letters (including the Debt Payoff Letter), lien terminations and other instruments of discharge in customary form and substance from the administrative agent or other similar agents under the Credit Facilities; (xii) permitting the Debt Financing Sources to examine, evaluate, assess and audit the Company and its Subsidiaries, including their respective assets, cash management, borrowing base, and accounting systems, policies and procedures related thereto; (xiii) facilitating the closing of the asset-based revolving credit facility as necessary and reasonably requested by Buyer, including by facilitating obtaining third-party appraisals and field examinations, and assisting in providing a reasonably detailed calculation of the borrowing base prior to the Closing Date and facilitating the setting up accounts and systems as required by the lenders under the asset-based revolving credit facility; (xiv) assisting Buyer in benefiting from the existing lending relationships of the Company and its Subsidiaries; and (xv) as promptly as practicable, taking into account the anticipated timing of the Marketing Period, updating the financial statements and information described in clauses (a) and (b), respectively, of the definition of “Required Information” so that such financial statements or information do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such financial statements or information not misleading in light of the circumstances in which it was made. (b) Notwithstanding the foregoing, nothing in ‎Section 5.03(a) shall require the Company or any of its Subsidiaries or any of their respective directors, officers, managers or employees to: (i) take any action in respect of the Debt Financing to the extent that such action would cause any condition to Closing set forth in ‎ARTICLE 9 to fail to be satisfied by the Outside Date or otherwise result in a breach of this Agreement or any other material Contract to which any Acquired Company is a party or otherwise bound as of the date hereof; (ii) take any action in respect of the Debt Financing that would conflict with or violate the Company’s or any of its Subsidiaries’ Organizational Documents or any Applicable Law; (iii) take any action to the extent such action would unreasonably interfere with the business or operations of the Company or its Subsidiaries; (iv) execute, deliver or perform any letter, agreement, document or certificate in connection with the Debt Financing (except the authorization letters referenced in clause (a) above, customary notices of prepayment in respect of each Credit Facility or customary borrowing notices in respect of the Debt Financing) that would be effective prior to the occurrence of the Closing; (v) take or approve any corporate action (including adopting any resolutions) approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained unless (x) Buyer shall have determined that the directors, officers, managers and employees taking or approving such corporate action are to remain as directors, officers, managers and employees of the Company or its applicable Subsidiary on and after the Effective Time and (y) such corporate action (including any such resolutions) is contingent upon the occurrence of, or only effective as of, the Effective Time; (vi) pay any commitment fee or other fee or payment to obtain consent or incur any liability with respect to or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing prior to the Closing Date; or (vii) provide any legal opinion or other opinion of counsel or any information that would, in its good faith opinion, result in a violation of Applicable Law or loss of attorney-client privilege prior to the Closing Date in connection with the Debt Financing. (c) Buyer (i) shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by this ‎Section 5.03; provided that such reimbursement shall not include costs and expenses incurred in connection with the preparation of any information memorandumfinancial statements or data that would be prepared by the Company in the ordinary course of business notwithstanding the provisions of this Section 5.03; and (ii) shall indemnify and hold harmless the Company, prospectus its Subsidiaries and their respective Representatives from and against any and all losses, Damages, claims or similar investment circular for the purpose out-of-pocket costs or expenses directly or indirectly suffered or incurred by any of or in connection with any post-Closing financing or refinancing them of any indebtedness assumed or incurred type in connection with the Contemplated Transactions arrangement and consummation of any Debt Financing and any information used in connection therewith, except to the extent such losses, Damages, claims, costs or expenses (each, an "Investment Circular"x) by providing arise from the Purchaser with historical financial data and historical operating data that is reasonably requested Willful Breach of this Agreement by the Purchaser related to Company, its Subsidiaries or their respective Representatives or (y) result from the Acquired Companiesgross negligence, except bad faith or willful misconduct of the provision Company, any of any such historical operating data shall be subject to applicable confidentiality its Subsidiaries or non-disclosure agreements in favor of third parties, if anytheir respective Representatives. (bd) Subject to The parties hereto acknowledge and agree that the procedures for indemnity set forth provisions contained in Section 11.4, this ‎ ‎‎Section 5.03 represent the Purchaser Parties will indemnify and hold sole obligation of the Sellers Acquired Companies and their respective Affiliates harmless against any Losses and Representatives with respect to which cooperation in connection with the Sellers arrangement of the Debt Financing Buyer and their Affiliates may become subject insofar as such Losses arise out of or are based upon the Company agree that, if in connection with Buyer’s (i) amendment, supplement, modification or waiver of the Debt Commitment Letter or (ii) execution of an untrue statement Alternative Financing Commitment Letter or alleged untrue statement otherwise obtaining any Alternative Financing, the scope of material fact the assistance required under this ‎‎Section 5.03 as compared to the assistance that would be required or expected to be required in connection with the IPR Shareholder Circular Debt Commitment Letter as in effect on the date hereof and the related Debt Financing is changed or expanded in any Investment Circularrespect that is materially more burdensome to the Company, the Company shall be deemed to have complied with this ‎‎Section 5.03 if the Company has provided Buyer with the assistance that would otherwise be required under this ‎‎Section 5.03 with respect to the Debt Commitment Letter as in effect on the date hereof and the related Debt Financing (but applied to the financing contemplated by such amended, supplemented, modified, replaced or any amendment waived Debt Commitment Letter or supplement theretosuch Alternative Financing, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleadingas applicable), in each case without giving effect to any such amendment, supplement, replacement, substitution, modification or waiver or Alternative Financing Commitment Letter or Alternative Financing, as applicable, to the extent, but only extent that the scope of assistance required is changed or expanded in a manner materially more burdensome to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished Company). Notwithstanding anything to the IPR contrary, the condition precedent set forth in ‎‎‎Section 9.02(b), as it applies to the Company’s obligations under this ‎‎Section 5.03, shall be deemed satisfied unless (i) the Debt Financing has not been obtained in substantial part as a result of a material breach by the Sellers expressly for use therein Company’s obligations under this ‎‎Section 5.03 and (ii) any offering Buyer has notified the Company of securities, financing activities, solicitations (including solicitations such material breach in writing a reasonably sufficient amount of votes or proxies in connection with the IPR Shareholders Meeting) relating in any way time prior to the IPR Shareholders Circular or any Investment CircularClosing to afford the Company with a reasonable opportunity to cure such material breach.

Financing Cooperation. (a) Subject Prior to Section 6.1 and 6.26(a) and without limiting the generality of the foregoingClosing Date Sellers agree to use commercially reasonable efforts to, and subject to Seller's obligations in Section 6.1 and 6.26(a), between shall cause the Effective Date Company and the Closing DateCompany Subsidiaries to use commercially reasonable efforts to, assist Buyers, to the Sellers will use Commercially Reasonable Efforts to cooperate with the Purchaser in connection with the preparation of any information memorandum, prospectus or similar investment circular for the purpose of or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is extent reasonably requested by Buyers, in contacting the Purchaser related agent and lenders under the Company Credit Facilities and to otherwise cooperate with Buyers’ efforts to obtain the Refinancing Consents. At least two (2) Business Days prior to the Acquired CompaniesClosing, except the provision Company shall deliver or cause to be delivered to Buyers drafts of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third partiesthe payoff letters, if any, required to be delivered pursuant to Section 2.3(c). (b) Subject If and only to the procedures for indemnity set forth extent the Refinancing Consents have not been obtained, during the period from the date of this Agreement through the Closing, Sellers shall cause the Company and each Company Subsidiary to, and shall use reasonable best efforts to cause the appropriate Representatives of the Company and each Company Subsidiary to, provide in each case at Buyers’ sole expense, all cooperation reasonably requested by Buyers upon reasonable prior notice that is customary and necessary in connection with arranging, obtaining and syndicating the HFOTCO Backstop Financing, including (as applicable, subject to customary confidentiality arrangements and the remaining provisions of this Section 11.4, the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon 6.12) using commercially reasonable efforts (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make appropriate officers of the statements therein not misleadingCompany available for participation in a reasonable number of meetings on reasonable advance notice and at reasonable locations, in each case to the extentdue diligence sessions, but only to the extentdrafting sessions, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon presentations, road shows and in conformity sessions with written information furnished to the IPR by the Sellers expressly for use therein and rating agencies, (ii) reasonably assist Buyers in the preparation of any offering presentation to rating agencies, (iii) to furnish Buyers and their financing sources with copies of securitiessuch financial and operating data with respect to the Company and the Company Subsidiaries which is prepared by the Company in the ordinary course of business as is reasonably requested by Buyers and is customarily required in connection with bank-debt financings, (iv) to assist Buyers in the preparation and negotiation of, and executing and delivering, definitive financing activitiesdocuments, solicitations including customary credit agreements, indentures, guarantee and pledge and security documents and any other customary certificates and documents as may be reasonably requested by Buyers (including solicitations a certificate of votes or proxies the chief executive officer of the Company with respect to solvency matters at the Company at Closing as required in the HFOTCO Debt Commitment Letter), (v) subject to any contractual agreement in effect, to facilitate the pledging of collateral for the HFOTCO Backstop Financing, including taking commercially reasonable actions necessary to permit the Financing Sources to evaluate the Company’s and the Company Subsidiaries’ assets for the purpose of establishing collateral arrangements, (vi) at least five (5) Business Days prior to the Closing Date, to provide documentation and other information about the Company and each Company Subsidiary that is required to become a guarantor of the HFOTCO Backstop Financing as is reasonably requested in writing by Buyers at least ten (10) Business Days prior to the Closing Date in connection with the IPR Shareholders MeetingHFOTCO Backstop Financing that relates to applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT Act required to be disclosed under paragraph 8 of Exhibit C of the HFOTCO Debt Commitment Letter, (vii) relating to furnish promptly when available, but in any way no event later than August 15, 2017, the Q2 Financial Statements and the unaudited financial statements of BGCT LLC required to be delivered to the IPR Shareholders Circular lenders under the Company Credit Facilities, (viii) to provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors as is required to be delivered under the HFOTCO Debt Commitment Letter, (ix) to the extent the Refinancing Consents with respect to the Company Credit Facilities shall not have been obtained prior to the Closing Date, to use commercially reasonable efforts to obtain customary payoff letters, Lien terminations and instruments of discharge to be delivered at the Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Company Credit Facilities, and (x) to provide, at Buyers’ sole cost and expense, such cooperation and assistance as is reasonably requested by Buyers, upon reasonable prior notice, in connection with Buyers’ preparation, execution and delivery, as applicable of (A) pro forma financial information in respect of such fiscal period in accordance with Regulation S-K and Regulation S-X under the Securities Act; provided, however, that any obligations contained in all such agreements and documents shall be subject to the occurrence of the Closing and effective no earlier than the Closing Date and (B) customary credit agreements, indentures and pledge and security documents and otherwise reasonably facilitating the granting of a security interest (and perfection thereof) in collateral, guarantees, other definitive financing documents or other certificates (including a certificate of the chief executive officer of the Company (or its applicable Subsidiary) with respect to solvency matters), board resolutions or consents, customary closing certificates and documents as may be reasonably requested by Buyers and assisting in the negotiation of any such agreements and other documents; provided further that nothing in this Agreement shall require Sellers to cause the delivery of (A) any legal opinions or accountants’ cold comfort letters or reliance letters or any Investment Circularofficer’s certificate in respect of the solvency of any entity other than the Company and the Company Subsidiaries at Closing, (B) any description of all or any component of the HFOTCO Backstop Financing, or (C) projections, risk factors or other forward-looking statements relating to all or any component of the HFOTCO Backstop Financing. (c) Buyers agree that the execution by Sellers, the Company or any of the Company Subsidiaries of any documents in connection with the HFOTCO Backstop Financing shall be subject to the consummation of the Transactions at the Closing and such documents will not take effect until the completion of the Closing. Notwithstanding anything in this Section 6.12 or elsewhere in this Agreement to the contrary, (i) neither Sellers, the Company nor any of the Company Subsidiaries shall be required to bear any cost or expense, pay any fee or incur any liability or make any commitment or agreement that is not contingent upon the Closing (including the entry into any agreement) or that would be effective prior to the completion of the Closing, (ii) nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or any of the Company Subsidiaries, (iii) none of Sellers, the Company or any of the Company Subsidiaries shall be required to take any action that would reasonably be expected to result in a breach of any Contract or subject it to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment (other than reasonable out-of-pocket costs that are reimbursed by Buyers) or incur any other liability of any kind or provide or agree to provide any indemnity in connection with the HFOTCO Backstop Financing or any of the foregoing prior to (or that is not subject to the occurrence of) the completion of the Closing, (iv) none of Sellers, the Company or any of the Company Subsidiaries shall be required to execute prior to the Closing any definitive financing documents, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the HFOTCO Backstop Financing, (v) no officer or director of Sellers, the Company or any of the Company Subsidiaries shall be required to incur any personal liability in respect of any agreements, documents, certificates or opinions delivered in connection with the HFOTCO Backstop Financing, and (vi) none of the boards of directors (or equivalent bodies) of Sellers, the Company or any of the Company Subsidiaries shall be required to enter into any resolutions or take similar action approving the HFOTCO Backstop Financing (other than any reasonable approval in connection with any Refinancing Consent that the applicable holders of such indebtedness may reasonably request in connection with such Refinancing Consent). Buyers shall indemnify, defend and hold harmless Sellers, the Company, and the Company Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with the HFOTCO Backstop Financing, including any action taken in accordance with this Section 6.12 and any information utilized in connection therewith (other than historical financial information relating to the Company and its Subsidiaries provided in writing by the Company or its Subsidiaries expressly for use in connection with the HFOTCO Backstop Financing). Buyers shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred by Sellers, the Company, and the Company Subsidiaries in connection with this Section 6.12. Notwithstanding anything herein to the contrary, the only obligations of Sellers, the Company, and the Company Subsidiaries and their respective Representatives with respect to the HFOTCO Backstop Financing shall be those explicitly set forth in this Section 6.12.

Financing Cooperation. (a) Subject Prior to Section 6.1 and 6.26(a) and without limiting the generality Closing, each member of the foregoingCompany Group shall use its reasonable best efforts to, and subject shall cause their respective managers, officers, employees, agents, advisors and representatives to Seller's obligations in Section 6.1 and 6.26(a)use reasonable best efforts to, between the Effective Date and the Closing Date, the Sellers will use Commercially Reasonable Efforts provide to cooperate with the Purchaser Buyer such cooperation as is reasonably requested by Buyer in connection with the preparation arrangement and consummation of any information memorandum, prospectus or similar investment circular for debt financing to be incurred on the purpose of or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred Date in connection with the Contemplated Transactions transactions contemplated hereunder (eachthe “Debt Financing”), an "Investment Circular"including (i) by upon reasonable advance notice and normal business hours of the Company Group, causing appropriate senior officers of the Company Group to participate in a reasonable number of meetings and presentations (or other sessions with the Debt Financing Sources) reasonably required in connection with the Debt Financing, (ii) providing the Purchaser Required Information; (iii) assisting with historical financial data obtaining customary legal opinions, insurance certificates and historical operating data that is endorsements and other customary documentation and items contemplated by the Debt Financing as reasonably requested by Buyer; (iv) assisting in the Purchaser related giving of guarantees and the granting of a security interest (and perfection thereof) in collateral, including obtaining releases of existing liens; (v) obtaining a certificate of the chief financial officer or person performing similar functions of the Company with respect to solvency matters, which certificate would be effective as of the Closing; (vi) furnishing no later than four (4) Business Days prior to the Acquired CompaniesClosing all reasonably requested documentation and other information required by a Governmental Body under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001, but in each case, solely as relating to the Company Group and solely to the extent requested at least nine (9) days prior to the Closing; and (vii) assisting in the preparation, execution and delivery of one or more credit agreements, pledge and security documents (including customary schedules relating thereto) and other definitive financing documents as may be reasonably requested by Xxxxx. The Company Group hereby consent to the reasonable use of their logos, names, and trademarks in connection with the Debt Financing; provided, however, that such logos, names and trademarks are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company Group or the reputation or goodwill of the Company Group or any of their respective products, services, offerings or intellectual property rights. The Company Group shall not be required, under the provisions of this Section 6.06 or otherwise in connection with the Debt Financing, to pay any commitment or other similar fee prior to the Closing that is not advanced or substantially simultaneously reimbursed by Xxxxx. Buyer shall indemnify, defend, and hold harmless the Company Group from and against any and all liabilities, losses, damages, claims and reasonable and documented out-of-pocket expenses suffered or incurred by them in connection with the Debt Financing and their assistance to Buyer in connection with the Debt Financing and any information utilized in connection therewith except to the provision extent such liabilities, losses, damages, claims or expenses arose out of or resulted from (A) information furnished by or on behalf of the Company Group or (B) the willful misconduct, gross negligence, fraud or intentional misrepresentation of the Company Group or any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third partiestheir respective managers, if anyofficers, employees, agents, advisors and representatives. (b) Subject The actions contemplated in this Section 6.05 with respect to the procedures Debt Financing do not and shall not (i) require such cooperation from the Company Group to the extent that it would require any member of the Company Group or their respective managers, officers, employees, agents, advisors and representatives to incur any monetary liability, pay any fees, reimburse any expenses, or provide any indemnity, in each case, prior to the Closing that is not contingent on the Closing or for indemnity which Buyer is not obligated to reimburse or indemnify such Person under this Agreement, or take any action that directly and in and of itself results in a breach by any member of the Company Group of this Agreement or cause any condition to closing set forth in Section 11.4Article II not to be satisfied, the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) require the execution of any definitive agreement in respect of the Debt Financing by any member of the Company Group (other than customary authorization and representation letters) which definitive agreement is not contingent upon the Closing, (iii) require any director, manager or officer to execute or deliver any document or instrument: (A) other than in such person’s capacity as a director, manager or officer upon or following the Closing and solely on behalf of the applicable member of the Company Group (and not in any personal capacity) or (B) if such person believes in good faith that any representation, warranty or certification contained therein is not true, (iv) require such cooperation to the extent it would unreasonably interfere with the operations of the Company Group or create a material risk of damage or destruction to any property or assets of any member of the Company Group, (v) require any member of the Company Group or their respective managers, officers, employees, agents, advisors and representatives to be the issuer of any securities or issue any offering document prior to Closing, (vi) require any member of securitiesthe Company Group or their respective managers, financing activitiesofficers, solicitations employees, agents, advisors and representatives to provide any information the disclosure of which is prohibited by applicable Law or contract (including solicitations and which contract was not entered into for purposes of votes avoiding the obligations hereunder) (provided that such member of the Company Group will notify the Buyer that such information is being withheld and will use reasonable best efforts to provide such information in a manner that would not violate such applicable Law or proxies contract), (vii) require any member of the Company Group or their respective managers, officers, employees, agents, advisors and representatives to deliver any financial information in a form not reasonably able to be prepared by the Company Group, (viii) require any member of the Company Group or their respective managers, officers, employees, agents, advisors and representatives to take any action that is prohibited by Law, the Organizational Documents of any member of the Company Group (without giving effect to any amendment thereto entered into for the purposes of avoiding the obligations hereunder) or any material contract to which it is a party (and which contract was not entered into for purposes of avoiding the obligations hereunder) or (ix) require any member of the Company Group or their respective managers, officers, employees, agents, advisors and representatives to deliver any pro forma financial statements (it being understood that the foregoing shall not limit the obligations of the Company Group and their respective managers, officers, employees, agents, advisors and representatives to provide any historical information necessary for the Buyer to prepare such pro forma financial statements). (c) The Parties acknowledge and agree that the provisions contained in this Section 6.05 represent the sole obligation of each member of the Company Group and their respective managers, officers, employees, agents, advisors and representatives with respect to cooperation in connection with the IPR Shareholders Meeting) relating in any way arrangement of the Debt Financing to be obtained by Buyer with respect to the IPR Shareholders Circular transactions contemplated hereby, and no other provision of this Agreement shall be deemed to expand or any Investment Circularmodify such obligations. For the avoidance of doubt, neither the receipt nor the availability of the Debt Financing shall be a condition to the Buyer’s obligations under this Agreement.

Financing Cooperation. (a) Subject From the date of this Agreement until the Closing, the Company shall use its reasonable best efforts, and shall cause its Subsidiaries and its and their Representatives, to Section 6.1 use reasonable best efforts, to provide Buyer with all customary cooperation, at the Buyer’s sole expense, reasonably requested by the Buyer in connection with the arrangement of any debt financing by the Buyer in connection with the transactions contemplated by this Agreement (the “Debt Financing”), including using reasonable best efforts for the following: (i) direct the appropriate senior officers of the Company to participate in, upon reasonable advance notice and 6.26(aat mutually agreeable times, a reasonable number of meetings, conferences calls, lender due diligence presentations, similar presentations to, and with, Debt Financing Sources (including direct contact between senior management and the other representatives of the Company, on the one hand, and the actual and potential Debt Financing Sources, on the other hand) and without limiting the generality sessions with rating agencies or other customary syndication activities, (ii) if requested, designate one or more members of senior management of the foregoingCompany to execute customary authorization letters with respect to the Debt Financing authorizing the distribution of information to prospective lenders or investors and containing customary representations with respect to any information memoranda, (iii) provide, on a confidential basis, to the Buyer and subject the Debt Financing Sources, the financial statements and such financial and operating information regarding the Company and its Subsidiaries reasonably requested by the Buyer in connection with the Debt Financing, (iv) assist the Buyer with the preparation of (but not execution and delivery prior to Seller's obligations the Closing Date) of any definitive financing documents and customary officer’s certificates (including a customary solvency certificate from the chief financial officer of the Company) as may be reasonably requested by the Buyer, provided that no obligation of the Company and its Subsidiaries under any such document or agreement shall be effective until the Closing, (v) reasonably cooperate with the Buyer in Section 6.1 facilitating the pledge of collateral and 6.26(adelivering original certificates with respect to all certificated securities (with transfer powers executed in blank) (it being understood that no such pledging of collateral will be effective until at or after the Closing and that such delivery of originals shall occur at or after the Closing), between (vi) provide, at least two (2) Business Days prior to Closing, the Effective Date Payoff Letters and other documents reasonably requested by the Buyer and/or the Debt Financing Sources relating to the repayment of the Indebtedness for Borrowed Money to be paid off at Closing and the release of related guarantees and Liens in connection therewith, (vii) provide, at least five (5) Business Days prior to the Closing Date, all documentation and other information relating to the Sellers Company and its Subsidiaries required by bank regulatory authorities under applicable “know-your-customer”, beneficial ownership, anti-money laundering rules and regulations, including the PATRIOT Act, reasonably requested by the Buyer or any Debt Financing Source in writing, at least ten (10) Business Days prior to the Closing Date and (viii) provide assistance in obtaining all corporate, limited liability company or similar actions reasonably requested by the Buyer to permit the consummation of the Debt Financing; provided that nothing in this Agreement (including this Section 7.11) will use Commercially Reasonable Efforts require the Company or any of its Subsidiaries or their respective directors, officers and employees to cooperate (A) take any action that, in the good faith determination of the Company, would unreasonably interfere with the Purchaser conduct of the business or operations of the Company and its Subsidiaries, taken as a whole, (B) enter into or approve the Debt Financing or any definitive agreement, certificate or other document for the Debt Financing that would be effective prior to the Closing (other than customary authorization letters as set forth in clause (ii) above), (C) waive or amend any terms of this Agreement, (D) cause any condition set forth in Article VIII to not be satisfied, (E) give any indemnities that are effective prior to the Closing, (F) take any action that (I) conflicts with any Law or the organizational documents of the Company or any of its Subsidiaries existing on the date hereof, or that conflicts with or would result in a breach of or a default under any Contract existing on the date hereof, (II) would require the Company or any of its Subsidiaries to disclose information subject to any attorney-client privilege (provided, however, that the Company shall use its reasonable efforts to allow for such access or disclosure to the extent that it does not result in a loss of any such attorney-client privilege) or (III) would require the Company or any of its Subsidiaries to bear any out-of-pocket third party cost or expense or pay any fee prior to the Closing (except to the extent Buyer will reimburse such cost, expense or fee), or (G) deliver any legal opinion or negative assurance letter; provided, further, that (x) no personal liability shall be imposed on any of the employees of any of the Company and its Subsidiaries involved in the foregoing cooperation and (y) the Company and its Subsidiaries will not be required to pay any commitment or other fees or reimburse any expenses in connection with the preparation Debt Financing prior to the Closing. In addition, no action, Liability or obligation of the Company, any information memorandumof its Subsidiaries or any of their respective Representatives pursuant to any certificate, prospectus agreement, arrangement, document or similar investment circular instrument relating to the Debt Financing (other than customary authorization letters as set forth in clause (ii) above) will be effective until the Closing, and neither the Company nor any of its Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument that is not contingent on the occurrence of the Closing or that must be effective prior to the Closing. Nothing in this Section 7.11 will require (A) any officer or Representative of the Company or any of its Subsidiaries to deliver any certificate or opinion (including any accountants’ cold comfort letters or reliance letters) or take any other action under this Section 7.11 that could reasonably be expected to result in personal Liability to such officer or Representative or (B) the Company’s board of directors (or special committee or other governing body) to approve any financing or Contracts related thereto prior to the Closing. The Buyer shall (1) promptly on demand reimburse the Company and its Subsidiaries for any reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) incurred or otherwise payable by the purpose Company and its Subsidiaries or any of or its respective Representatives in connection with their cooperation contemplated by this Section 7.11 and (2) indemnify and hold harmless the Company and its Subsidiaries, their Affiliates and their Representatives, successors and assigns of each of the foregoing Persons from and against any post-Closing financing and all liabilities, damages, claims, costs, expenses (including attorneys’ fees), interest, awards, judgments, penalties, amounts paid in settlement or refinancing of any indebtedness assumed losses suffered or incurred by them in connection with the Contemplated Transactions arrangement of the Debt Financing (eachincluding actions taken in accordance with this Section 7.11) or any information (other than information furnished by or on behalf of the Company and its Subsidiaries) utilized in connection therewith, an "Investment Circular"except, in each case, to the extent arising from the willful misconduct, bad faith or gross negligence of the Company and its Subsidiaries or any of their respective Representatives, as determined in a final and non-appealable judgment by a court of competent jurisdiction. The Company hereby consents to the use of the logos of the Company and its Subsidiaries in connection with the Debt Financing; provided, that such logos shall (x) by providing the Purchaser with historical financial data and historical operating data be used solely in a manner that is not intended to, or reasonably requested by likely to, harm or disparage the Purchaser related to Company and its Subsidiaries or their reputation or goodwill and (y) be used solely in connection with a description of the Acquired CompaniesCompany or any of its Subsidiaries, except its or their respective businesses and products, or the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if anytransactions contemplated hereby. (b) Subject All non-public or other confidential information provided by the Company, its Subsidiaries or any of its respective Representatives pursuant to this Agreement will be kept confidential in accordance with the Confidentiality Agreement, except that the Buyer will be permitted to disclose such information to any financing sources or prospective financing sources that are or may become parties to the procedures for indemnity set forth Debt Financing (and, in Section 11.4each case, the Purchaser Parties will indemnify to their respective counsel and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar auditors) so long as such Losses arise out of or are based upon Persons (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission agree to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR be bound by the Sellers expressly for use therein and Confidentiality Agreement as if parties thereto or (ii) any offering of securitiesare subject to customary confidentiality arrangements no less restrictive than the Confidentiality Agreement, financing activities, solicitations (including solicitations of votes customary “click-through” or proxies similar confidentiality arrangements used in connection with the IPR Shareholders Meeting) relating in any way financings similar to the IPR Shareholders Circular contemplated Debt Financing. (c) Notwithstanding the foregoing, compliance by the Buyer with this Section 7.11 shall not relieve the Buyer of its obligations to consummate the Transactions whether or not the Debt Financing is available, and the Buyer acknowledges and agrees that obtaining the Debt Financing is not a condition to the Closing or any Investment Circularother obligations of the Buyer under this Agreement or any other Transaction Document.

Financing Cooperation. (a) Subject Prior to Section 6.1 the Closing, the Company shall use its reasonable best efforts to, and 6.26(ashall cause its Subsidiaries to use their reasonable best efforts to, and shall use its reasonable efforts to cause its and their Representatives to, provide all cooperation reasonably requested by Parent necessary and customary for the arrangement of the Financing (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries), including by (i) if requested by Parent, participating in a reasonable number of meetings (including meetings with prospective Lenders), presentations, road shows, due diligence sessions and sessions with rating agencies, at reasonable times and with reasonable advance notice, (ii) to the extent required by the Financing and requested by Parent, using reasonable efforts to facilitate the pledging of, and perfection of security interests in, collateral, effective no earlier than the Effective Time, (iii) furnishing Parent and the Lenders as promptly as reasonably practicable following the delivery of a request therefor to the Company by Parent (which notice shall state with specificity the information requested) such financial and other information regarding the Company as is readily available to the Company at such time and is customarily required in connection with the execution of financings of a type similar to the Financing, including the financial statements of the Company and its consolidated Subsidiaries required by condition paragraph 4 in Exhibit C to the Debt Commitment Letter (such financial statements, the “Required Financial Information”), (iv) if requested by Parent, using reasonable best efforts to assist Parent in connection with Parent’s preparation of customary pro forma financial statements as required by condition paragraph 5 in Exhibit C to the Debt Commitment Letter; provided, that (x) Parent shall be responsible for the preparation of such pro forma financial statements and any pro forma adjustments giving effect to the Merger and the other transactions contemplated herein and (y) the Company’s assistance shall relate solely to the financial information and data derived from the Company’s historical books and records, (v) in each case following Parent’s reasonable request, using reasonable best efforts to assist Parent and Merger Sub in the preparation of (A) confidential information memoranda (including a version that does not include material non-public information) and without limiting other customary marketing materials required in connection with financings similar to the generality Financing, (B) materials for rating agency presentations and (C) definitive documentation for the Financing, (vi) following Parent’s reasonable request, using reasonable best efforts to cause directors and officers who will continue to hold such offices and positions from and after the Effective Time to execute Table of Contents resolutions or consents of the foregoingCompany and its Subsidiaries that do not become effective until the Effective Time with respect to entering into the definitive documentation for the Financing and otherwise as necessary to authorize consummation of the Financing, and subject (vii) if requested by Parent, provide, at least two (2) Business Days prior to Seller's obligations in Section 6.1 and 6.26(a), between the Effective Date and the Closing Date, all documentation and other information as is required by applicable “know your customer” and anti-money laundering rules and regulations including the Sellers will use Commercially Reasonable Efforts USA PATRIOT Act to cooperate with the Purchaser extent requested by Parent in writing at least nine (9) Business Days prior to the anticipated Closing Date. Notwithstanding anything to the contrary contained in this Section 5.13 or otherwise, neither the Company nor any of its Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 5.13 that would: (i) require the Company, its Subsidiaries or any Persons who are directors or officers of the Company or any of its Subsidiaries to pass resolutions or consents to approve or authorize the execution of the Financing that is effective prior to the Effective Time or execute or deliver any certificate, opinion, document, instrument or agreement or agree to any change or modification of any existing certificate, opinion, document, instrument or agreement that is effective prior to the Effective Time, (ii) cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries, (iii) require the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other expense, liability or obligation in connection with the preparation Financing prior to the Closing or have any obligation of the Company or any of its Subsidiaries under any certificate, document, instrument or agreement be effective until the Closing, (iv) cause any director, officer employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability, (v) conflict with the organizational documents of the Company or any of its Subsidiaries or any Laws, (vi) reasonably be expected to result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any Contract to which the Company or any of its Subsidiaries is a party, (vii) provide access to or disclose information memorandumthat the Company or any of its Subsidiaries determines would jeopardize any attorney-client privilege or other applicable privilege of the Company or any of its Subsidiaries, prospectus (viii) require the Company or similar investment circular any of its Subsidiaries to prepare any financial statements or information that (a) are not available to it and prepared in the ordinary course of its financial reporting practice and (b) would not otherwise be available to it or capable of being prepared by it without undue burden or otherwise with the use of its commercially reasonable efforts or (ix) require the Company or any of its Subsidiaries to enter into any instrument or agreement that is effective prior to the occurrence of the Closing or that would be effective if the Closing does not occur. Nothing contained in this Section 5.13 or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to the Financing. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the purpose Company or any of its Subsidiaries or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred their respective Representatives in connection with the Contemplated Transactions arrangement of the Financing and any action taken by them pursuant to this Section 5.13 and shall indemnify and hold harmless the Company 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 Financing, any action taken by them at the request of Parent pursuant to this Section 5.13 and any information used in connection therewith (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested other than information provided in writing by the Purchaser related Company or its Subsidiaries specifically in connection with its obligations pursuant to the Acquired Companies, except the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if anythis Section 5.13). (b) Subject The Company shall use its reasonable best efforts to deliver or cause to be delivered to Parent on or prior to the procedures for indemnity set forth second (2nd) Business Day prior to the Effective Time, a Table of Contents copy of a payoff letter (subject to delivery of funds as arranged by Parent), in Section 11.4customary form and substance, from the Administrative Agent (as defined in the Specified Credit Agreement) under the Specified Credit Agreement. The Company shall, and shall cause its Subsidiaries, as applicable, to, deliver all notices (which notices shall be subject to the consummation of the Financing) and take all other reasonable actions required to facilitate the termination of commitments under the Specified Credit Agreement, the Purchaser Parties will indemnify repayment in full of all Obligations (as defined in the Specified Credit Agreement, but other than contingent obligations for which no claim has been made and hold any other obligations that survive the Sellers termination of the Specified Credit Agreement pursuant to the terms thereof) then outstanding thereunder and the release of any Liens and termination of all guarantees (if any) in connection therewith, in each case, on the Closing Date in connection with such repayment (each such termination, repayment or release, a “Credit Agreement Termination”); provided that (x) in no event shall this Section 5.13(b) require the Company or any of its Subsidiaries to cause any Credit Agreement Termination unless the Closing shall have occurred and (y) Parent shall provide, or cause to be provided, all funds required to effect all such repayments and cash collateralization, backstop or replacement of letters of credit. (c) If requested by Parent in writing, the Company shall use its reasonable best efforts to, and shall cause its Subsidiaries to use their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon reasonable best efforts to, (i) an untrue statement issue one or alleged untrue statement more notices of material fact optional redemption (including, if and to the extent permitted under the Existing Notes and Existing Indenture, any notice to extend the redemption date) for all of the outstanding aggregate principal amount of the Existing Notes pursuant to the Existing Indenture, in order to effect a redemption of the Existing Notes on (or at Parent’s election, following) the Closing Date; provided that such redemption notice shall provide that the obligation to redeem the Existing Notes shall be subject to and conditioned upon the occurrence of the Closing Date and the deposit of funds contemplated in the IPR Shareholder Circular or any Investment Circularnext sentence, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) provide any offering other cooperation reasonably requested by Parent to facilitate the redemption of securitiesthe Existing Notes (and/or, financing activitiesif elected by Parent, solicitations satisfaction and discharge of the Existing Notes and the Existing Indenture) effective as of (or at Parent’s election, following) and conditioned upon the occurrence of the Closing Date (including solicitations of votes delivering any notices, requests, certificates and legal opinions or proxies orders required to be delivered to the trustee under the Existing Indenture in connection with the IPR Shareholders Meeting) relating in any way notice of optional redemption or satisfaction and discharge (but solely to the IPR Shareholders Circular extent such notices, requests, certificates, opinions and orders would not conflict with applicable Law and would be accurate in light of the facts and circumstances at the time delivered)). The Company shall provide Parent with a reasonable opportunity to review and comment on such notices, requests, certificates and orders and any other document that purports to effect, amend or any Investment Circularmodify the terms of the redemption. Parent shall deposit, or cause to be deposited, funds with the Existing Notes Trustee sufficient to fund the Discharge no later than the redemption time specified in the applicable redemption notice, or, in the case of a satisfaction and discharge, the time of such satisfaction and discharge (in each case, subject to the occurrence of the Closing Date and the receipt by Parent of financing in an amount sufficient to effect such redemption in full). The redemption (or, if applicable, satisfaction and discharge) of the Existing Notes and Existing Indenture pursuant to this Section 5.13(c), and the release of all guarantees in connection therewith, are referred to collectively as the “Discharge.” (d) For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 5.13 represent the sole obligation of the Company, its

Financing Cooperation. (a) Subject From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Section 6.1 ýSection 8.01), subject to the limitations set forth in this ýSection 6.17, and 6.26(a) unless otherwise agreed by Parent, the Company shall use its reasonable best efforts to and without limiting the generality to cause its Representatives to, and shall cause each of its Subsidiaries to use their respective reasonable best efforts to and to cause their respective Representatives to, provide all cooperation reasonably requested by Parent, or as Parent may reasonably determine necessary or advisable, in connection with Parent's arrangement and closing of the foregoingFinancing and the satisfaction of the conditions in the Commitment Letter, including using reasonable best efforts to: (1) furnish Parent and the Financing Parties with the Required Information; (2) to the extent reasonably requested by Parent or any Financing Party, make senior officers and other key employees of the Company and its Subsidiaries with appropriate authority and expertise available for, with reasonable advance notice and at times and locations reasonably acceptable to the Company, Parent and any applicable Financing Party, and participate in (including preparation for) a reasonable number of meetings, due diligence sessions, drafting sessions, presentations, and sessions with prospective lenders, investors and ratings agencies, including by providing reasonable assistance in the preparation of confidential information memoranda and similar customary documents as may be reasonably requested by Parent or any Financing Party, in each case, with respect to information relating to the Company and its Subsidiaries in connection with customary marketing efforts of Parent for all or any portion of the Financing; provided, however, that any participation in the foregoing by senior officers and other key employees of the Company which may require travel by such persons shall be subject to Sellerthe Company's obligations in Section 6.1 prior approval (such approval not to be unreasonably withheld, conditioned or delayed); (3) as promptly as practicable after the date hereof, furnish Parent and 6.26(athe Financing Parties with financial and other pertinent information and disclosures with respect to the Company and the Company Subsidiaries (including their businesses, operations, and financial projections), between including the Effective Required Information, as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of debt financings similar to the Financing committed pursuant to the Commitment Letter in each case, subject to any confidentiality restrictions binding on the Company or the Company Subsidiaries; (4) to the extent reasonably requested by Parent or any Financing Party, assist with the preparation of appropriate and customary materials relating to the Company and its Subsidiaries for rating agency presentations, offering documents, bank information memoranda and similar documents reasonably required in connection with the Financing, in each case, with respect to information relating to the Company and the Company Subsidiaries; (5) (a) direct Xxxxx Xxxxxxxx LLP and KPMG LLP, as applicable, to provide assistance and cooperation to Parent and the Financing Parties on reasonable and customary terms and consistent with such relevant accountants' customary practice, including by (x) participating in a reasonable number of drafting sessions and accounting due diligence sessions, (y) providing customary consents to use their audit reports on the consolidated financial statements of the Company as required in any offering documents or in connection with filings made with the SEC related to the Financing in which the consolidated financial statements of the Company are included, and (z) subject to such accountants' policies and procedures and applicable auditing standards, providing any customary comfort letters (including "negative assurance" comfort) with respect to historical information of the Company and the Company Subsidiaries included in any offering documents related to the Financing in which the consolidated financial statements of the Company are included and (b) to the extent requested by such accountants, provide appropriate representations to such accountants in connection with the foregoing clause (a); (6) to the extent reasonably requested by Parent, direct XxXxxxxx and XxxXxxxxxxx, Xxxxxx & Company, Inc. to provide assistance and cooperation to Parent and the Financing Sources on reasonable and customary terms and consistent with such relevant reserve engineer’s customary practice, including by (x) participating in a reasonable number of reserve engineer due diligence sessions, (y) providing customary consents to the use of their report on the Company’s reserves as required in any offering documents or in connection with filings made with the SEC related to the Financing in which such reserve engineer is referenced or reserve information based on such reserve engineer’s report is included and (z) providing any customary reserve engineer letters in connection with any offering document relating to the Financing in which such reserve engineer is referenced or reserve information based on such reserve engineer’s report is included; (7) to the extent reasonably requested by Parent, deliver information with respect to the Company and its Subsidiaries as is reasonably necessary for Parent to prepare, and reasonably cooperate with Parent in the preparation of, a pro forma consolidated balance sheet of Parent and the Parent subsidiaries (including the Company and the Company Subsidiaries) as of the end of the most recently completed fiscal year or fiscal quarter for which financial statements are included in the Required Information and a related pro forma consolidated statement of income of Parent and its subsidiaries (including the Company and the Company Subsidiaries) for the 12-month -88- period ending on the last day of the most recently completed four-fiscal quarter period ended at least 40 days (or 60 days in case such four fiscal quarter period is the end of the Company's fiscal year) prior to the end of the Marketing Period (it being understood that Parent shall be responsible for the preparation of such pro forma financial statements, including any pro forma adjustments related to the Financing or otherwise or any actions to be taken on or after the Closing Date and such cooperation by the Company and the Company Subsidiaries shall relate solely to the financial information derived from the historical books and records of the Company and the Company Subsidiaries); (8) promptly, and in any event five Business Days prior to Closing, provide all information reasonably requested by Parent or the Financing Parties regarding the Company and the Company Subsidiaries under applicable "know your customer", anti-money laundering rules and regulations and the USA PATRIOT Act of 2001, in each case, requested in writing at least ten days prior to the Closing Date; (9) to the extent reasonably requested by Parent or any Financing Party, provide reasonable and customary authorization letters to the Sellers will use Commercially Reasonable Efforts Financing Parties authorizing the distribution of information relating to cooperate with the Purchaser Company and the Company Subsidiaries to prospective lenders subject to customary confidentiality provisions; (10) in connection respect of assets of (including equity interests held by) the Company or any Company Subsidiary, assist with the preparation of any information memorandumpledge and security documents or other definitive financing documents as may be reasonably requested by Parent; provided, prospectus that no obligation of the Company or similar investment circular any Company Subsidiary under any such document or agreement shall be effective until the Closing; (11) deliver (x) customary payoff letters with respect to the Indebtedness under the Company Credit Agreements setting forth (i) the amounts required to repay such Indebtedness (other than contingent indemnification obligations and any letters or credit or xxxxxx that will remain outstanding pursuant to arrangements satisfactory to the letter of credit issuing bank or hedge counterparty, as the case may be) in full on the Closing Date, (ii) the wire transfer instructions for the purpose repayment of such Indebtedness, and (iii) authorization to file all releases necessary to evidence such repayment in full of such Indebtedness and to enable release of all Liens relating thereto, effective upon repayment of such Indebtedness (and confirmation of such receipt) and (y) Lien terminations, releases, UCC termination statements, and other instruments of discharge of Liens requested by the Parent in order to allow for the release of all Liens against the Company or any of its Subsidiaries relating to the Indebtedness under the Company Credit Agreements; (12) to the extent reasonably requested by Parent, cooperate with Parent to satisfy the conditions precedent to the Financing to the extent within the control of the Company and the Company Subsidiaries, including assisting Parent in connection with any post-Closing financing procuring public ratings for the Financing or refinancing of any indebtedness assumed or incurred notes to be offered in connection with the Contemplated Transactions (eachFinancing and, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested by the Purchaser related to the Acquired Companiesextent reasonably practicable, except the provision preparing any “flash” numbers (which may include ranges of management estimates of certain key metrics) with respect to any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third partiesFinancing that occurs after February 1, if any.2019; and (b13) Subject to assist Parent with the procedures for indemnity set forth establishment of bank and other accounts and blocked account and control agreements of the Company and one or more of its Subsidiaries in Section 11.4, connection with the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleadingforegoing, in each case to the extentextent customary and reasonable and provided that no such control agreements shall be effective until Closing and no such new account shall be established prior to Closing, but only and use commercially reasonable efforts to deliver any borrowing base certificates requested by Parent a reasonable time prior to Closing pursuant to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished Commitment Letter. (b) Notwithstanding anything to the IPR contrary contained in this Agreement (including this ýSection 6.17): (i) nothing in this Agreement (including this ýSection 6.17) shall require any such cooperation to the extent that it would: (A) require the Company or any Company Subsidiary to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing; (B) unreasonably interfere with the ongoing business or operations of the Company or any Company Subsidiary (it being acknowledged that none of the cooperation specified in Sections 6.17(a)(1) through (13) above would so interfere); (C) require the Company or any Company Subsidiary to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing except the customary authorization letters referenced in Section 6.17(a)(9) above; (D) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing; (E) require any action that would conflict with or violate the Organizational Documents of the Company or any Company Subsidiary, the Company Credit Agreement or any Laws, orders or the contracts governing the existing Indebtedness of the Company or any Company Subsidiary or result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any contract to which the Company or any Company Subsidiary is a party; (F) cause any representation or warranty or covenant in this Agreement to be breached by the Sellers expressly Company or any of its Subsidiaries; (G) cause any director, officer, employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability; (H) provide access to or disclose information that would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries; (I) require the Company or any Company Subsidiary to prepare separate financials for use therein any Company Subsidiary, change any fiscal period, or prepare any financial statements or information with respect to a fiscal period that has not yet ended or has ended less than forty days prior to the date of such request (or, in the case of annual financial statements, sixty days prior to such request) or prepare any financial or other information with respect to the Company and the Company Subsidiaries unless it is derivable from the historical books and records of the Company and the Company Subsidiaries or prepared in the ordinary course of the Company’s financial reporting practice, or to provide any Excluded Information; (J) require the Company or any Company Subsidiary to deliver any legal opinions or reliance letters; or (K) require the Company or any Company Subsidiary to make any filings with the SEC in connection with the Financing (other than in any applicable proxy statement), except for any information included in documents with respect to such Financing, after consultation between Parent and the Company, which may be required to be furnished by the Company on Form 8-K to satisfy the Company's Regulation FD disclosure obligations; and (1) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, its Subsidiaries, or any of their respective representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing (other than with respect to customary authorization letters referenced in Section 6.17(a)(9) above) shall be effective until the Closing. (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its reasonable and documented out-of-pocket fees and expenses (including reasonable and documented out-of-pocket fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their representatives in connection with any cooperation contemplated by this ýýSection 6.17 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their representatives against any offering of securitiesClaim, financing activitiesloss, solicitations damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including solicitations cost of votes investigation), expense (including fees and expenses of counsel and accountants) or proxies settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewith, and such representatives shall be third-party beneficiaries of this ýýSection 6.17, except to the extent suffered or incurred as a result of (x) the bad faith or willful misconduct of the Company or any Company Subsidiary (to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction) or (y) the historical information relating to the Company or any of its Affiliates furnished by the Company or its Affiliates or Representatives of the foregoing Persons. All non-public or other confidential information provided by the Company and its Affiliates and representatives pursuant to this ýýSection 6.17 shall be kept confidential in accordance with ýSection 6.02, except that Parent shall be permitted to disclose such information to the applicable Financing Parties, rating agencies and prospective lenders during syndication of the Financing subject to the Financing Parties, rating agencies and prospective lenders agreeing to customary confidentiality obligations (which may include customary "click through" language) with respect to such information. The Company and its Subsidiaries hereby consent to the use of their logos, names, and marks in connection with the IPR Shareholders Meeting) relating Financing; provided that such names, marks, and logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company, any way to of the IPR Shareholders Circular Company Subsidiaries or the reputation or goodwill of the Company or any Investment Circularof the Company Subsidiaries.

Financing Cooperation. (a) Subject Prior to the Closing, each of the Company and HR shall use its commercially reasonable efforts, and shall cause the Company Subsidiaries and the HR Subsidiaries, respectively, to use commercially reasonable efforts, to provide customary cooperation, to the extent reasonably requested by HR or the Company, as the case may be, in writing and customary in connection with transactions similar to the offering, arrangement, syndication, consummation or issuance of the Financing to be obtained in accordance with Section 6.25 or any financing relating to the joint venture transactions for purposes of the Asset Transfer pursuant to Section 6.1 and 6.26(a6.26 or as otherwise contemplated under this Agreement (collectively, the “JV Financing”) and without limiting (provided that such requested cooperation does not unreasonably interfere with the generality ongoing operations of the foregoingCompany, HR or any of their respective Affiliates) (collectively, “Financing Cooperation Activities”), including to: (i) provide reasonable and customary assistance to the other party in the review of customary offering documents, offering memoranda, roadshow presentations, bridge teasers, syndication documents and other syndication materials, including information memoranda and lender and rating agency presentations for any portion of the Financing or the JV Financing and other customary marketing materials, in each case as requested reasonably in advance by the other party and reasonably necessary for the Financing or Alternative Financing or Replacement Financing or JV Financing; (ii) make appropriate members of senior management of such party available at reasonable times and locations and upon reasonable prior notice, to participate in a reasonable number of meetings (including one-on-one meetings or conference calls with Financing Sources or ratings agencies), presentations and due diligence sessions, provided that any such meeting or communication may be conducted virtually by videoconference or other media; (iii) provide customary authorization letters (containing a representation that the public-side versions of any materials distributed to prospective lenders, if any, do not include any material non-public information with respect to such party, its Subsidiaries and their respective securities, and other customary confirmations and undertakings reasonably requested by the other party) authorizing the distribution of any of the foregoing information (subject to Seller's obligations all of the preceding conditions and qualifications) to prospective lenders in Section 6.1 connection with a syndicated bank financing, in each case as requested reasonably in advance by the other party; (iv) provide documentation and 6.26(a)other information reasonably required to be provided to or by any Financing Source by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, between including the Effective Date US PATRIOT Act and 31 C.F.R. § 1010.230, relating to such party or any of its Subsidiaries at least five (5) Business Days prior to the Closing Date, so long as, in each case the Sellers will same are reasonably requested by the other party (or such Financing Source) at least ten (10) Business Days prior to the Closing Date; and (v) consent to the use Commercially Reasonable Efforts to cooperate with the Purchaser of its and its Subsidiaries’ logos in connection with the preparation of any information memorandum, prospectus Financing or similar investment circular for the purpose of or JV Financing; provided that such logos are used solely in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data a manner that is not intended to, nor reasonably requested by the Purchaser related to the Acquired Companieslikely to, except the provision of any harm or disparage such historical operating data shall be subject to applicable confidentiality party or non-disclosure agreements in favor of third parties, if anyits Subsidiaries or such party’s or its Subsidiaries’ reputation or goodwill. (b) Subject Except as required pursuant to Section 6.25 and the procedures for indemnity set forth in foregoing notwithstanding, none of the Company nor any of its Affiliates shall be required to take or permit the taking of any action pursuant to this Section 11.4, the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon 6.24 that would: (i) an untrue statement require the Company or alleged untrue statement of material fact in the IPR Shareholder Circular Company Subsidiaries or any Investment Circular, of their respective Affiliates or any amendment persons who are officers or supplement theretodirectors of such entities to pass resolutions or consents to approve or authorize the execution of the Financing (other than any customary authorization letters), except (A) resolutions or arise out of or consents which are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case subject to the extent, but only to occurrence of the extent, such untrue statement Effective Time passed by directors or alleged untrue statement or omission or alleged omission was not made officers continuing in reliance upon and in conformity with written information furnished to their positions following the IPR by the Sellers expressly for use therein Effective Time and (iiB) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies as expressly provided in connection with the IPR Shareholders Meeting) relating in any way to the IPR Shareholders Circular or any Investment Circular.Section 6.24(a),

Financing Cooperation. (a) Subject to Section 6.1 and 6.26(a) and without limiting From the generality of the foregoing, and subject to Seller's obligations in Section 6.1 and 6.26(a), between the Effective Date and date hereof through the Closing Date, at Parent’s sole expense, the Sellers Company will, and will cause each other Group Company to, use Commercially Reasonable Efforts its and their reasonable best efforts (except for clause (iv) in the next sentence, which shall be on a commercially reasonable efforts basis) to cooperate with Parent and the Purchaser Financing Sources in connection with Parent’s efforts to obtain the Financing; provided, that such requested cooperation and availability do not unreasonably interfere with the ongoing business of a Group Company. Subject to the immediately preceding sentence, such cooperation shall include (i) making senior management, representatives and advisors of the applicable Group Companies available for certain presentations (including management presentations) in connection with the preparation Financing upon reasonable prior notice, as may be reasonably requested by Parent; (ii) delivering to Parent the Company Financial Statements and the unaudited consolidated financial statements of any information memorandum, prospectus or similar investment circular the Group Companies for the purpose period ended as of or September 30, 2015 (but no pro forma financial information, which shall remain the Parent’s sole responsibility); (iii) providing to the Parent information reasonably requested by Parent in connection with any post-Closing financing preparation of confidential information memorandum or refinancing of any indebtedness assumed or incurred other customary marketing materials to be used in connection with the Contemplated Transactions syndication of the Financing; (eachiv) using its commercially reasonable efforts to ensure that, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested by the Purchaser related to the Acquired Companiesextent practical, except the provision syndication efforts in respect of the Financing benefit from the Company’s and each Group Company’s existing lending and investment banking relationships; and (v) providing to the Parent any such historical operating data shall be subject to documentation or other information required by regulatory authorities under applicable confidentiality or non“know your customer” and anti-disclosure agreements in favor of third partiesmoney laundering rules and regulations, if anyincluding without limitation the PATRIOT Act. (b) Subject Notwithstanding anything in this Agreement to the procedures for indemnity set forth in Section 11.4contrary, each of the Purchaser Parties will indemnify Company, each of the Company Securityholders and hold the Sellers Securityholder Representative Committee hereby, on behalf of itself and each of its Affiliates and each of its and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon respective Representatives (each, a “Company Related Party”) (i) an untrue statement expressly waives any claims against the Financing Sources and the Financing Sources Related Parties relating to or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise arising out of this Agreement or are based upon the omission Commitment Letter or alleged omission the transactions contemplated hereby or thereby or the services performed or contemplated to state therein be performed by a material fact Financing Source or necessary to make the statements therein not misleadinga Financing Sources Related Party thereby, including any Financing, whether at Law or equity, in each case to the extentcontract, but only to the extentin tort or otherwise, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) acknowledges and agrees that each of them is not a third-party beneficiary of the Commitment Letter, (iii) without limiting the other provisions of this Section 5.14(b), (A) agrees that any offering of securitiesAction or proceeding, financing activitieswhether at Law or in equity, solicitations whether in contract or in tort or otherwise, against a Financing Source or Financing Sources Related Party (including solicitations of votes or proxies in connection with the IPR Shareholders Meetingto which a Financing Source or Financing Sources Related Party is a party) relating in any way to the IPR Shareholders Circular or any Investment Circular.arising out of this

Financing Cooperation. (a) Subject to Section 6.1 Between the date of this Agreement and 6.26(a) and without limiting the generality of Closing, the foregoingCompany shall, and subject the Principals shall cause the Company to, use its reasonable best efforts, at the Buyer’s sole cost and expense, to Seller's obligations in Section 6.1 provide, and 6.26(a)to cause its representatives to provide, between to the Effective Date and the Closing Date, the Sellers will use Commercially Reasonable Efforts to cooperate with the Purchaser in connection with the preparation of any information memorandum, prospectus or similar investment circular for the purpose of or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data Buyer such cooperation that is reasonably requested by the Purchaser related Buyer and is customary in connection with the arrangement of debt financings similar to the Acquired CompaniesDebt Financing (provided that such requested assistance and cooperation is consistent with applicable Law and does not unreasonably interfere with the ongoing operation of the Company’s business), except including using its reasonable best efforts to (this clause (a), together with clauses (b) and (c) below, the provision “Company Cooperation Covenant”): (i) as promptly as practicable furnish the Buyer such information regarding the Company customarily included in marketing materials for financings similar to the Debt Financing; (ii) (A) make senior management available for a reasonable number of lender meetings, meetings with parties acting as arrangers or agents, sessions with rating agencies and “roadshow” presentations, conference calls, due diligence sessions (including accounting due diligence sessions), drafting sessions, presentations and sessions (all of which may be virtual if circumstances so require) with prospective financing sources and ratings agencies, in each case, on reasonable advance notice and (B) cooperate with prospective lenders in performing their due diligence; (iii) (A) reasonably cooperate with the marketing efforts of the Buyer and the Debt Financing Sources and assist the Buyer in obtaining ratings, in each case, in connection with the Debt Financing, and (B) reasonably cooperate in the preparation of materials for rating agency presentations, any marketing materials, bank information memoranda (including (x) confirming the absence of material non-public information relating to the Company and its securities contained therein upon request by the Buyer and (y) the delivery of customary authorization letters authorizing the distribution of information to prospective lenders), lender presentations or similar document; (iv) assist the Buyer with the preparation of pro forma financial information and pro forma financial statements to the extent reasonably requested by the Buyer or the Debt Financing Sources to be included in any marketing materials or of the type required by the Debt Commitment Letter (provided that the Company shall not be responsible for the preparation of any pro forma financial statements or pro forma adjustments in connection with the Debt Financing); (v) request and facilitate the Company’s independent auditors to (A) provide, consistent with customary practice, customary auditors consents (including consents of accountants for use of their reports in any materials relating to the Debt Financing) and reports and customary comfort letters (including “negative assurance” comfort and change period comfort) with respect to financial information relating to the Company and (B) attend a reasonable number of accounting due diligence sessions and drafting sessions; (vi) if requested in writing by a Debt Financing Source at least nine (9) Business Days prior to the Closing Date, furnish to such historical operating data Debt Financing Source, at least three (3) Business Days prior to the Closing, information regarding the Company that is required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act of 2001 and the requirements of 31 C.F.R. §1010.230; (vii) (A) assist with the pledging of collateral for the Debt Financing and (B) assist with obtaining releases of existing Liens (provided that no such documents or agreements shall be effective prior to the Closing); (viii) take all corporate actions, subject to applicable confidentiality the occurrence of the Closing, reasonably requested by the Buyer to permit the consummation of the Debt Financing; (ix) cooperate in satisfying the conditions precedent set forth in the Debt Commitment Letter or non-disclosure agreements any definitive document relating to the Debt Financing to the extent the satisfaction of such condition requires the cooperation of, or is within the control of, the Company; and (x) assist with the preparation of definitive financing documentation (including any guarantee, pledge and security documents, other definitive financing documents or other certificates or documents as may be reasonably requested by the Buyer or the Debt Financing Sources), and the schedules and exhibits thereto, in favor of third partieseach case, if anyas may be reasonably requested by the Buyer. (b) Subject The Company hereby consents to the procedures for indemnity set forth use of the Company’s logos in connection with any Debt Financing; provided that such logos are used in a manner that is not intended to or reasonably likely to harm or disparage the Company’s reputation, goodwill, products, services, offerings or intellectual property rights. (c) Notwithstanding anything to the contrary in this Section 11.45.14, the Purchaser Parties will indemnify and hold Company shall not be required to take any action pursuant to Section 5.14(a) that would (i) (A) contravene any applicable Law or conflict with or violate the Sellers and their Affiliates harmless against organizational documents of the Company or (B) result in any Losses breach or violation of or constitute a default by the Company under, or give to others any right of termination, amendment, acceleration or cancellation of any material Contract to which the Sellers and their Affiliates may become Company is a party or by which the Company or its properties or assets is bound or (C) require the Company to disclose information subject insofar to any attorney-client, attorney work product or other legal privilege (provided that the Company shall use commercially reasonable efforts to allow the disclosure of such information (or as such Losses arise out much of it as reasonably possible) in a manner that does not result in a loss of attorney client (or are based upon other legal) privilege), (iii) an untrue statement cause any covenant, representation or alleged untrue statement of material fact warranty in this Agreement to be breached by the IPR Shareholder Circular Company, (iii) require the Company to (x) pay any commitment or other financing fee prior to the Closing Date or (y) otherwise incur any Investment Circularother expense, indemnity, liability or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleadingobligation, in each case under this sub-clause (y), except if such amounts are advanced or reimbursed as provided in Section 5.14(d) below, (iv) cause any director, officer, manager or employee or equityholder of the Company to incur any personal liability, (v) require the Company or any persons who are directors or managers of the Company to pass any resolution or consent to approve or authorize the execution of the Debt Financing that is not subject to the extentoccurrence of the Closing or (vi) require the Company or any persons who are officers or managers of the Company to execute or deliver any certificate, but only document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the extentClosing (other than any authorization letter or “know-your-customer” information contemplated by Section 5.14(a); provided that in no event shall Section 5.14(a) require the Company to cause any officer or 48 manager of the Company that is not continuing in such capacity after the Closing to execute any certificate, such untrue statement document, instrument or alleged untrue statement agreement). (d) On the Closing Date or omission following the termination of this Agreement, the Buyer shall promptly reimburse the Company for all documented out-of-pocket costs and expenses incurred by the Company in connection with cooperation with the Debt Financing pursuant to this Section 5.14; provided that the Buyer shall not be required to reimburse the Company for costs and expenses with respect to financial statements, financial information or alleged omission was not made in reliance upon and in conformity with written information furnished other materials prepared prior to the IPR date hereof or, after the date hereof, that the Company would have prepared in the ordinary course of business. In addition, the Buyer shall indemnify and hold harmless the Company and its directors, managers, officers, employees and representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies them in connection with any assistance provided pursuant to this Section 5.14 in connection with the IPR Shareholders Meeting) relating arrangement, negotiation and consummation of the Debt Financing, and any information used in any way connection therewith (other than losses, damages or claims solely resulting from the material inaccuracy of written information provided by the Company), in each case, other than to the IPR Shareholders Circular extent any of the foregoing was suffered or incurred as a result of the gross negligence, intentional misrepresentation or willful misconduct of the Company or any Investment Circularof their representatives. The obligations in this Section 5.14(d) shall survive any termination of this Agreement.

Financing Cooperation. (a) Subject The Company shall use its reasonable best efforts to Section 6.1 provide, and 6.26(a) to cause each of its Subsidiaries and without limiting their respective advisors, legal counsel, accountants, and representatives to use reasonable best efforts to provide, such reasonable cooperation (provided that, in each case, the generality requested cooperation does not unreasonably interfere with the ongoing operations of the foregoing, and subject to Seller's obligations in Section 6.1 and 6.26(a), between the Effective Date and the Closing Date, the Sellers will use Commercially Reasonable Efforts to cooperate with the Purchaser Company and/or any of its Subsidiaries) that is customary in connection with the arrangement of the Debt Financing contemplated by the Debt Commitment Letter, including using reasonable best efforts to: (i) assist in preparation of any information memorandum, prospectus or similar investment circular for the purpose of or and participate in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred marketing efforts and lender presentations in connection with the Contemplated Transactions Debt Financing at reasonable times and locations mutually agreed; (eachii) assist Parent with the preparation by Parent and the Debt Financing Sources of bank information memoranda and similar marketing documents required in connection with the Debt Financing, an "Investment Circular"including the execution and delivery of customary representation letters in connection with bank information memoranda; (iii) by providing cooperate reasonably with the Purchaser with historical financial data Debt Financing Sources’ due diligence, to the extent customary and historical operating data that is reasonable; (iv) execute and deliver as of (but not prior to) the Closing any pledge and security documents, account control agreements, mortgages, other definitive financing documents, currency or interest hedging arrangements, or other certificates or documents as may be reasonably requested by Parent (including a certificate of the Purchaser related chief financial officer (or other comparable officer) of the Company with respect to solvency matters after giving effect to the Acquired Companiestransactions contemplated hereby) (provided that, other than with respect to any customary representation letters referred to in clause (ii) above, (A) none of the documents or certificates shall be executed or delivered, except in connection with the provision of any such historical operating data Closing, and (B) the effectiveness thereof shall be subject conditioned upon, or become operative after, the occurrence of the Closing) and otherwise reasonably facilitate the pledging of collateral and the granting of security interests in respect of the Debt Financing; and (v) provide all documentation and other information about the Company and its Subsidiaries as is reasonably required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act, to applicable confidentiality or non-disclosure agreements in favor of third parties, if anythe extent required by the Debt Commitment Letter. (b) Subject In connection with such cooperation, neither the Company nor any of its Subsidiaries shall be required to the procedures for indemnity set forth in Section 11.4, the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement pay any commitment or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies similar fee in connection with the IPR Shareholders MeetingDebt Financing prior to the Closing Date or bear or reimburse any costs or expenses or make any payment to obtain consent or to incur any other actual or potential liability or cause or permit any Lien to be placed on any of its assets in connection with the Debt Financing prior to Closing, in each case, for which it has not received prior reimbursement or is not otherwise fully indemnified by or on behalf of Parent, (ii) relating become an issuer or other obligor with respect to the Debt Financing, unless and until the Closing occurs, or (iii) execute or deliver, or take any corporate or other action to adopt or approve, any document, agreement, certificate or instrument with respect to the Financing that will be effective before the Closing Date. Parent shall, promptly, upon written request by the Company, reimburse the Company or any of its Subsidiaries, as applicable, for all reasonable and documented out-of-pocket fees, costs, and expenses incurred by any the Company and its Subsidiaries or any of their respective representatives (including those of their accounting firms engaged to assist in connection with the Debt Financing and legal counsel) in connection with the cooperation required by this Section 6.14, and shall indemnify and hold harmless the Company and its Subsidiaries and each of their respective representatives from and against all losses, damages, claims, costs, or expenses (including reasonable attorneys’ fees) suffered or incurred by any of them directly or indirectly in connection with such Person complying with their obligations under this Section 6.14 and any information used in connection therewith. (c) The Company hereby consents to the use of its logos solely in connection with the Financing; provided that Parent and Merger Sub shall ensure that such logos are used solely in a manner that would not harm or disparage the Company or the Company’s reputation, goodwill or marks and will comply with the Company’s reasonable usage requirements. (d) Nothing in this Section 6.14 shall require such cooperation to the extent it would (i) cause any condition to Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement (unless, in each case, waived by Parent), (ii) require the Company or any of its Subsidiaries to waive or amend any terms of this Agreement or take any action that would reasonably be expected to conflict with, or result in any way violation or breach of, or default (with or without notice or lapse of time, or both) under any of their respective Organizational Documents, any applicable Laws or the Existing Debt Documents or (iii) result in any officer, director employee, agent or other representative of the Company or any of its Subsidiaries incurring any personal liability (as opposed to liability in his or her capacity as officer) with respect to any matters relating to the IPR Shareholders Circular or any Investment CircularDebt Financing.

Financing Cooperation. (a) Subject Prior to Section 6.1 the Closing, the Company shall, and 6.26(a) shall cause its Subsidiaries to, use, and without limiting shall use their reasonable best efforts to cause the generality officers, employees, advisors and other Representatives of the foregoingCompany and its Subsidiaries, to use reasonable best efforts to provide to the Buyer Parties, at Parent’s sole expense, all cooperation reasonably requested by the Buyer Parties in connection with its arrangement of debt financing, including (i) furnishing the Buyer Parties and the providers thereof such financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by the Buyer Parties, (ii) participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and subject to Seller's obligations in Section 6.1 prospective lenders and 6.26(apurchasers of, such financing and the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and General Counsel of the Company and other members of senior management and Representatives of the Company reasonably requested thereby), between presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with such financing (including assisting Parent in obtaining corporate and debt facilities ratings to the Effective Date extent reasonably requested by Parent), (iii) assisting the Buyer Parties and the Closing Dateproviders of such financing in the preparation of customary offering memoranda, bank information memoranda, rating agency presentations and lender presentations relating to such financing, (iv) cooperating with the marketing efforts of the Buyer Parties and the providers of such financing for all or any portion of such financing, (v) providing and executing documents as may be reasonably requested by Parent (with reasonable prior notice), including, (A) authorization letters, confirmations and undertakings in connection with the financial information, the Sellers will use Commercially Reasonable Efforts offering memoranda and the bank information memoranda (including with respect to presence or absence of material non-public information and the accuracy of the information contained therein), (B) documents relating to the repayment of the existing indebtedness of the Company and its Subsidiaries, if any, and the release of related liens, including customary payoff letters, if any, (C) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, (D) a certificate of the Chief Financial Officer of the Company with respect to solvency matters and (E) agreements, documents or certificates that facilitate the creation, perfection or enforcement of liens securing such financing as requested by the Buyer Parties or the providers of such financing, (vi) providing all relevant information with respect to the collateral and providing reasonable access to the Buyer Parties and the providers of such financing to allow them to conduct audit examinations and appraisals with respect to such collateral, (vii) executing and delivering any pledge and security documents and otherwise facilitating the pledging of collateral, (viii) using reasonable best efforts to satisfy the conditions precedent set forth in any documentation relating to such financing to the extent the satisfaction of such conditions requires the cooperation of or is within the control of the Company and its Subsidiaries, (ix) using reasonable best efforts to cooperate with the Purchaser in connection due diligence investigation of the providers of such financing, to the extent customary and reasonable and not unreasonably interfering with the preparation business of the Company, and (x) using commercially reasonable efforts to obtain accountant’s comfort letters and legal opinions reasonably requested by the Buyer Parties or the providers of financing and customary for financings similar to such financing; provided, however, that, irrespective of the above, no obligation of the Company or any information memorandumof its Subsidiaries under any such certificate, prospectus document or instrument (other than the authorization and representation letters referred to above) shall be effective until the Effective Time and none of the Company or any of its Subsidiaries shall be required to take any action under any such certificate, document or instrument that is not contingent upon the Closing (including the entry into any agreement that is effective before the Effective Time) or that would be effective prior to the Effective Time. Neither the Company nor any of its Subsidiaries shall be required to take any action pursuant to this Section 6.13(a) that would (w) subject it to actual or potential liability (including any indemnification obligation) prior to the Closing for which it would not be indemnified hereunder or a separate undertaking entered into between Parent and the Company, or (x) require it to bear any cost or expense or to pay any commitment or other similar investment circular for the purpose fee or make any other payment (other than reasonable out-of-pocket costs), (y) waive, amend or breach any terms of this Agreement or (z) conflict with, violate or result in any breach of or in connection with default under any post-Closing financing organizational documents of the Company or refinancing any of its Subsidiaries, any indebtedness assumed Contract or any Law. Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective officers, employees, advisors and other Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred in connection with the Contemplated Transactions arrangement of such financing (eachincluding any action taken in accordance with this Section 6.13(a)) and any information utilized in connection therewith (other than historical information relating to the Company or its Subsidiaries provided by the Company in writing specifically for use in the financing offering documents). Parent shall, an "Investment Circular") promptly upon request by providing the Purchaser Company, reimburse the Company for all documented and reasonable out-of-pocket costs incurred by the Company or its Subsidiaries in connection with historical financial data this Section 6.13(a). The Company hereby consents to the use of their and historical operating data their Subsidiaries’ logos in connection with such financing; provided that such logos shall be used solely in a manner that is not intended or reasonably requested by likely to harm, disparage or otherwise adversely affect the Purchaser related to the Acquired Companies, except the provision Company or any of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if anytheir Subsidiaries. (b) Subject No later than two (2) Business Days prior to the procedures for indemnity set forth in Section 11.4Closing Date, the Purchaser Parties will indemnify Company shall, or shall cause its Subsidiaries to, furnish to Parent customary payoff letters and hold the Sellers lien release documentation (each a “Payoff Letter”) in form and their Affiliates harmless against any Losses substance reasonably satisfactory to Parent from all financial institutions and other Persons to which any Indebtedness of the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular Company or any Investment Circularof its Subsidiaries is outstanding, which Payoff Letters shall (x) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or other similar obligations related to such Indebtedness as of the Closing Date (the “Payoff Amount”) and (y) state that all Liens in connection therewith relating to the Company or any amendment of the Company’s Subsidiaries (or supplement theretoany of their respective assets) shall be, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make payment of the statements therein not misleading, in each case to Payoff Amount on the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR Closing Date released by the Sellers expressly for use therein all lenders; and (ii) any offering subject to the receipt by the Company from Parent of securitiesthe required funds, financing activitiesat or prior to the Closing, solicitations (including solicitations the Indebtedness of votes the Company listed in such Payoff Letters shall have been repaid or proxies redeemed and all Liens in connection with the IPR Shareholders Meeting) relating in any way to the IPR Shareholders Circular or any Investment Circulartherewith released.

Financing Cooperation. (a) Subject to Section 6.1 and 6.26(a) and without limiting the generality of the foregoing, and subject to Seller's obligations in Section 6.1 and 6.26(a6.10(a), between the Effective Date Company shall and shall cause the Closing DateCompany Subsidiaries to, the Sellers will use Commercially Reasonable Efforts to at Parent’s sole expense, reasonably cooperate with the Purchaser in connection with the arrangement of the Financing as may be reasonably requested by Parent, provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or the Company Subsidiaries. Such cooperation by the Company and the Company Subsidiaries shall include, at the reasonable request of Parent, (i) subject to the other limitations in this Section 6.11, agreeing to enter into such agreements, and to use its reasonable best efforts to deliver such officer’s certificates, as are customary in financings of such type and as are, in the good faith determination of the Persons executing such officer’s certificates, accurate (provided that such agreements and officer’s certificates will not take effect until the Effective Time), (ii) subject to Section 6.02, (1) providing to the Lenders and other prospective lenders with respect to the Debt Financing financial and other information in the Company’s possession regarding the Company and the Company Subsidiaries in order to consummate the Debt Financing, (2) making the Company’s senior officers reasonably available to the Lenders specified in the Debt Commitment Letter, (3) providing reasonable assistance to Parent and the Lenders in preparation of any customary rating agency presentations, bank information memorandummemoranda, prospectus or credit agreements, bank syndication materials and similar investment circular for the purpose of or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred customary documents reasonably required in connection with the Contemplated Transactions Debt Financing, (each4) participating in a reasonable number of presentations, an "Investment Circular"due diligence sessions and sessions with rating agencies, in each case, upon reasonable notice and at mutually agreed times, (5) by providing reasonable assistance to Parent in preparation of customary pro forma financial information and projections required in connection with the Purchaser with historical financial data Debt Financing (provided, that the Company will not be responsible in any manner for information relating to the proposed debt and historical operating data equity capitalization that is reasonably requested required for such pro forma financial information and the cooperation by the Purchaser related Company shall relate solely to the Acquired Companiesfinancial information and data derived from the Company’s historical books and records), except (6) reasonably facilitating the provision pledging of any collateral in connection with the Debt Financing (provided that such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third partiespledge will not take effect until the Closing), including delivering original stock certificates and original stock powers (or, if any. (b, similar documents for limited liability companies) Subject to the procedures extent required by the Debt Commitment Letter, (7) providing customary documentation and other information about the Company and the Company Subsidiaries required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, prior to the Closing Date (to the extent requested at least ten (10) calendar days prior to the Closing Date), (8) providing customary authorization and/or representation letters in connection with the distribution of the bank information memoranda contemplated by the Debt Commitment Letter for indemnity set forth in any Debt Financing to prospective lenders and identifying any portion of the information therein that constitutes material non-public information regarding the Company or any of the Subsidiary Guarantors, and (9) using commercially reasonable efforts to supplement the information covered by this Section 11.46.11(a) on a current basis if such supplement is reasonably necessary to ensure that such information, the Purchaser Parties will indemnify taken as a whole and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) when furnished, does not contain an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or omit to state any material fact necessary to make the statements therein such information not materially misleading, . Notwithstanding anything in each case this Agreement to the extentcontrary, but only (1) neither the Company nor any Company Subsidiary shall be required to the extent, such untrue statement pay any commitment or alleged untrue statement other similar fee or omission enter into any binding agreement or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) commitment or incur any offering of securities, financing activities, solicitations (including solicitations of votes other liability or proxies obligation in connection with the IPR Shareholders MeetingFinancing (or any alternative financing) relating in any way prior to the IPR Shareholders Circular Closing, (2) no director, manager, officer or employee of the Company or any Investment Circular.Company Subsidiary shall be required to deliver any certificate or take any other action pursuant to this

Financing Cooperation. (a) Subject From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Section 6.1 and 6.26(a) and without limiting 8.01), subject to the generality of the foregoinglimitations set forth in this Section 5.05, and subject to Seller's obligations in Section 6.1 and 6.26(a), between the Effective Date and the Closing Dateunless otherwise agreed by Parent, the Sellers Company will use Commercially Reasonable Efforts its reasonable best efforts to cooperate with Parent as reasonably requested by Parent in connection with Parent’s arrangement of the Purchaser Financing (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using reasonable best efforts to: (i) make appropriate officers reasonably available, with appropriate advance notice, for participation in bank meetings, due diligence sessions, meetings with ratings agencies and road shows, reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses and similar documents as may be reasonably requested by Parent or any Financing Party, in each case, with respect to information relating to the Company and its Subsidiaries in connection with customary marketing efforts of Parent for all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters; and (iii) request that the Company’s independent accountants participate in drafting sessions and accounting due diligence sessions and cooperate with the Financing (including as set forth in the Debt Letters as in effect on the date of this Agreement) or in connection with a customary offering of securities, including the type described in the Commitment Letters, consistent with their customary practice, including requesting that they provide customary consents and comfort letters (including “negative assurance” comfort) to the extent required in connection with the preparation marketing and syndication of Financing (including as set forth in the Debt Letters as in effect on the date of this Agreement) or as are customarily required in an underwritten offering of securities of the type described in the Debt Letters; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any information memorandum, prospectus certificate as to solvency or similar investment circular any other certificate necessary for the purpose Financing, other than as allowed by Section 5.05(a)(iii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested a form not customarily prepared by the Purchaser related Company with respect to such period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five 45 days prior to the Acquired Companies, except the provision date of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if anyrequest. (b) Subject Notwithstanding anything to the procedures for indemnity set forth contrary contained in this Agreement (including this Section 11.4, the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon 5.05): (i) an untrue statement nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or alleged untrue statement other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of material fact in the IPR Shareholder Circular Company or the Company Subsidiaries, (3) require the Company or any Investment Circularof the Company Subsidiaries to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any amendment of their respective boards of directors (or supplement theretoequivalent bodies) to approve or authorize the Financing, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securitiesno action, financing activities, solicitations liability or obligation (including solicitations any obligation to pay any commitment or other fees or reimburse any expenses) of votes the Company, its Subsidiaries, or proxies any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives in connection with any cooperation contemplated by this Section 5.05 and (ii) indemnify and hold harmless the IPR Shareholders MeetingCompany, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) relating or settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any way to the IPR Shareholders Circular or any Investment Circularinformation used in connection therewith.

Financing Cooperation. (a) Subject to Section 6.1 and 6.26(a) and without Without limiting the generality of the foregoingSection 7.02 or Section 7.05, and subject to Seller's obligations assist the Parent in Section 6.1 its financing efforts, the Company agrees to reasonably cooperate with the arrangement of the Financing, including by (a) preparing and 6.26(aproviding to Parent and its Financing Sources, as promptly as reasonably practicable after Parent’s written request therefor, all customary and reasonably available financial and other information with respect to the Company and each of its Subsidiaries and the transactions contemplated hereby and by the Financing, including, to the extent as would be required by Rule 3-05 and Article 11 of Regulation S-X to be filed on a Form 8-K by Parent, regardless of the timing of such filing, (i) audited consolidated annual financial statements of the Company and (ii) unaudited interim consolidated financial statements of the Company (which shall have been reviewed by the independent accountants for the Company as provided in Statement on Auditing Standards No. 100), between (b) providing as promptly as reasonably practicable after Parent’s written request therefor any information reasonably necessary to assist Parent with the Effective Date preparation of customary pro forma financial statements that meet the requirements of Regulation S-X and all other applicable accounting rules and regulations of the Closing Date, SEC promulgated thereunder and required to be included in a Registration Statement on Form S-3 under the Sellers will use Commercially Reasonable Efforts 1933 Act or reasonably and customarily required by the Financing Sources to be included in any offering documents for the Financing and (c) using commercially reasonable efforts to cause the Company’s independent accountants to cooperate with the Purchaser Financing Sources in a manner consistent with their customary practice and to participate in customary auditor due diligence calls and provide customary accountants’ “comfort letters” (including customary “negative assurances”) (it being understood that the comfort letters delivered in connection with the preparation Company’s public offerings shall be deemed to be customary for purposes of any information memorandum, prospectus or similar investment circular for this Section 7.06) and customary consents to the purpose inclusion of or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred audit reports in connection with the Contemplated Transactions (each, an "Investment Circular") by providing the Purchaser with Financing if historical financial data and historical operating data that is reasonably requested by statements or other financial information of the Purchaser related to the Acquired Companies, except the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements Company are included in favor of third parties, if any. (b) Subject to the procedures for indemnity set forth in Section 11.4, the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies in connection with documents for the IPR Shareholders Meeting) relating in any way to the IPR Shareholders Circular or any Investment CircularFinancing.

Financing Cooperation. (a) Subject PEL and the Seller shall use their respective commercially reasonable efforts to Section 6.1 provide, and 6.26(ashall cause the Operating Companies to use their commercially reasonable efforts to provide, to Purchasers, at Purchasers’ sole expense, all cooperation reasonably requested in writing by Purchasers that is necessary, proper or advisable in connection with the arrangement of the Financing (including in connection with the Bridge Facility and one or more offerings of equity securities of Parent) to the extent customary in connection with the arrangement of debt or equity financing similar to the Financing, including: (i) as promptly as reasonably practicable, furnishing Purchasers with the Required Information; (ii) as promptly as reasonably practicable, informing Purchasers if to the Knowledge of Seller there exist any facts that would be reasonably likely to require the restatement of any financial statements comprising a portion of the Required Information in order for such financial statements to comply with GAAP; (iii) to the extent reasonably determined by Purchasers or their respective Representatives to be necessary or advisable in connection with the Financing prior to the Closing, assisting in the preparation for and participating in the marketing efforts for the Financing (including a reasonable number of meetings, presentations, calls, roadshows, due diligence sessions, drafting sessions and sessions with rating agencies) and without limiting assisting Purchasers in obtaining ratings in connection with the generality Bridge Facility; provided that only the employees and Representatives of PEL, Seller and their respective affiliates set forth on Section 5.18(a) of the foregoingSeller Disclosure Schedule shall participate in any such meetings, and subject to Seller's obligations in Section 6.1 and 6.26(a)calls, between the Effective Date road shows or presentations; (iv) reasonably assisting Purchasers and the Closing DateFinancing Sources with the preparation of bank information memoranda, lender presentations, investor presentations, offering documents, rating agency presentations and similar documents required in connection with the Financing, including reviewing and commenting on Purchaser’s draft of a business description with respect to the Operating Companies to be included in marketing materials; provided that any such memoranda, documents or presentations would not be issued by PEL, the Sellers will use Commercially Reasonable Efforts Seller or their respective affiliates and shall contain disclosure and financial statements with respect to cooperate the Acquired Business reflecting Purchasers or their respective affiliates as the obligor; (v) using commercially reasonable efforts to cause its independent auditors to provide, consistent with customary practice, (A) reasonable assistance to Purchasers in connection with the Purchaser Financing, including in Purchasers’ preparation of pro forma financial statements and information, (B) consents customary for financings similar to the Financing (including consents of auditors for use of their reports in any materials relating to the Financing) and (C) customary comfort letters (including “negative assurance” comfort and change period comfort) with respect to financial information relating to the Operating Companies as reasonably requested by Purchasers or as necessary or customary for financings similar to the Financing (including any SEC-registered offering of equity securities); (vi) reasonably assisting Purchasers in connection with the preparation of any pro forma financial information memorandum, prospectus and pro forma financial statements to the extent necessary or similar investment circular for the purpose of or reasonably required in connection with the Financing; provided that none of PEL, the Seller or any of the Operating Companies shall be required to actually prepare or be responsible for any such pro forma financial information or provide any information or assistance relating to Purchasers or their respective affiliates, any post-Closing financing or refinancing of pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any indebtedness assumed or incurred information used in connection with the Contemplated Transactions Financing; and (eachvii) providing, an "Investment Circular"(A) customary authorization letters to the Financing Sources authorizing the distribution of information to prospective investors and/or lenders, subject to customary confidentiality provisions, and containing customary representations on behalf of the Operating Companies to the Financing Sources consistent with the Commitment Letter, including that the public side versions of such documents do not include material non-public information about PEL, the Seller or the Operating Companies or their securities and the accuracy of the information contained in the disclosure and marketing materials with respect to PEL, the Seller or the Operating Companies related to the Financing; provided, that PEL and the Seller are given a reasonable opportunity prior to execution to review and provide comments on such authorization letters and such information distributed to prospective investors and/or lenders in connection therewith and (B) all documentation and other information about the Seller and the Operating Companies required by providing regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the Purchaser with historical financial data and historical operating data that is USA PATRIOT Act, in each case to the extent reasonably requested by Purchasers in writing reasonably in advance of the Purchaser related Closing, and in any case, at least ten (10) Business Days prior to the Acquired CompaniesClosing Date; Notwithstanding the foregoing or any other provision to the contrary in this Agreement, except neither the provision of any such historical operating data Seller nor the Operating Companies shall be subject required to applicable confidentiality or non-disclosure agreements provide cooperation under this Section 5.18 that: (A) unreasonably interferes with the ongoing business of the Operating Companies; (B) results in favor of third parties, if any. (b) Subject any Operating Company incurring any liability with respect to any matters relating to the procedures for indemnity Financing prior to the Closing (other than in respect of the authorization letters contemplated by Section 5.18(a)(vii) above), (C) causes any representation or warranty in this Agreement or to be breached; or (D) causes any closing condition set forth in Section 11.4Article VI to fail to be satisfied or otherwise causes the breach of this Agreement. Furthermore, PEL, the Purchaser Parties will indemnify Seller and hold its affiliates shall not be required to provide any further financial statements other than the Sellers and their Affiliates harmless against Required Information, nor be required to provide any Losses updates to which such financial statements (unless (y) to the Sellers and their Affiliates may become subject insofar as Knowledge of the Seller, such Losses arise out of or are based upon (i) an untrue statement or alleged financial statements contain any untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission omit to state therein a any material fact required to be stated therein or necessary in order to make the statements therein not misleading, misleading or (z) any facts of the type described in each case Section 5.18(a)(ii) above exist) nor be required to provide any other information (financial or otherwise) other than as contemplated by Section 5.18(a) above and Section 5.18(f) below. (b) The Seller and PEL on behalf of the Operating Companies hereby consent to the extentreasonable use of the Operating Companies’ logos in connection with the Financing; provided, but only that such logos are used in a manner that is not intended to harm or disparage the extentOperating Companies’ reputation or goodwill. (c) In no event shall PEL, such untrue statement the Seller or alleged untrue statement the Operating Companies be required to pay any commitment or similar fee that is not contingent upon and due on or after the Closing or incur any Liability (including due to any act or omission by PEL, the Seller or alleged omission was the Operating Companies or any of their respective representatives) or expense in connection with assisting Purchasers in arranging the Financing in the event the Closing does not made occur, other than any Liability that arose out of the fraud or willful misconduct of the Operating Companies or their representatives or directly resulted from the breach of any of the material obligations of the Operating Companies under this Agreement. Purchasers shall (i) from and after the Closing, promptly upon request by PEL or the Seller, reimburse PEL or the Seller for all reasonable and documented out-of-pocket costs and expenses incurred in reliance upon and good faith by PEL or the Seller in conformity connection with written information furnished to the IPR by the Sellers expressly for use therein such cooperation, and (ii) promptly after the termination of this Agreement pursuant to Section 7.01, upon request by PEL, the Seller or the Operating Companies reimburse PEL, the Seller or the Operating Companies for all reasonable and documented out-of-pocket costs and expenses incurred in good faith by PEL, the Seller or the Operating Companies in connection with such cooperation. Purchasers acknowledge and agree that, in the event that this Agreement is terminated pursuant to Section 7.01, none of PEL, the Seller, any offering of securitiesOperating Company nor their respective representatives and affiliates shall have any responsibility for, or incur any Liability to any person under, any financing activities, solicitations (including solicitations of votes or proxies that Purchasers may raise in connection with the IPR Shareholders Meeting) relating transactions contemplated by this Agreement, and Purchasers hereby agree to indemnify and hold harmless PEL, the Seller, the Operating Companies, and their affiliates and representatives from and against any and all Losses suffered or incurred by them in any way connection therewith, except, in each case, to the IPR Shareholders Circular extent such Loss (i) arose out of or resulted from the fraud or willful misconduct of PEL, the Seller, the Operating Companies or their representatives, (ii) directly resulted from the breach of any of the material obligations of PEL, the Seller or any Investment CircularOperating Company under this Agreement, (iii) directly resulted from any information furnished by PEL or the Seller under this Agreement that is inaccurate or misleading or (iv) were agreed to in a settlement without the written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed) with the arrangement of the Financing. (d) For purposes of this Agreement, the following terms have the meanings set forth below:

Financing Cooperation. (a) Subject to Section 6.1 and 6.26(a) and without limiting During the generality period from the date hereof until the earlier of the foregoingClosing or the termination of this Agreement in accordance with its terms, Seller shall use its reasonable best efforts to, and subject shall cause each other Group Company to Seller's obligations in Section 6.1 use its reasonable efforts to, and 6.26(a)shall cause its and their respective attorneys, between the Effective Date accountants, financial advisors and the Closing Dateother Representatives to use their commercially reasonable efforts to, the Sellers will use Commercially Reasonable Efforts to cooperate with the Purchaser provide all cooperation that is customary in connection with the arrangement of potential financing for transactions of the type contemplated by this Agreement as may be reasonably requested by Buyer (and all in the context of the financing in respect of the transactions contemplated by this Agreement), including (i) participation in a reasonable number of meetings (including customary one-on-one meetings among the Person acting as lead arrangers or agents for, and prospective lenders and purchasers of, the financing and senior management and Representatives of Seller and each Group Company), due diligence sessions, lender presentations and “road shows” and sessions with rating agencies, (ii) assisting with the preparation of any customary materials for rating agency presentations, private placement memoranda, marketing materials and presentations, bank information memoranda, prospectuses and similar documents required in connection with such financing (including public-side versions thereof) and customary representation letters with respect thereto, (iii) furnishing Buyer, its Representatives and financing sources with such pertinent and customary available business and financial information regarding Seller and each Group Company sufficient to create a customary confidential information memorandum, prospectus including financial statements, (iv) facilitating the pledging of collateral and perfection of security interests (including facilitating the receipt of legal opinions (to be obtained by Buyer, its Affiliates or their Representatives) and obtaining customary payoff letters, lien releases and instruments of termination or discharge) as required by such financing providers, including obtaining surveys and title insurance, other certifications and documents reasonably requested by such financing providers and cooperating with and assisting Buyer in connection with obtaining such items as may be reasonably requested by Buyer, (v) executing and delivering any customary pledge and security documents or other requested certificates or documents, (vi) using reasonable best efforts to cooperate 57 with Buyer to satisfy the conditions precedent to any such financing to the extent within the control of Seller or any Group Company, and (vii) providing all “know your customer,” PATRIOT Act and other available information required by regulatory authorities under applicable Law; provided, however, that none of Seller, any Group Company nor any of their respective Affiliates shall be required to pay any commitment or other similar investment circular for fee or incur any other liability in connection with such financing that is not subject to reimbursement hereunder (other than any commitment fee payable solely by the purpose Company following the Closing). Any information provided to Buyer, its Affiliates and their Representatives pursuant to this Section 6.15(a) shall be subject to the Confidentiality Agreement. Buyer acknowledges and agrees that neither Seller nor any Group Company nor any of their respective Affiliates nor any of their respective Representatives shall have any responsibility for, or incur any liability to any Person under or in connection with, the arrangement of any such financing that Buyer may raise in connection with the transactions contemplated by this Agreement that is not subject to reimbursement hereunder (other than any commitment fee payable solely by the Company following the Closing), in each case, except agreements with respect thereto that take effect at or in connection with the Closing, and that Buyer shall indemnify and hold harmless Seller, the Group Companies and their respective Affiliates and Representatives from and against any post-Closing financing or refinancing of any indebtedness assumed and all Losses suffered or incurred by them in connection with the Contemplated Transactions arrangement of such financing and any information utilized in connection therewith (eachother than any such Losses directly resulting from Fraud by Seller with respect to information provided by Seller). Buyer shall, an "Investment Circular"after the termination of this Agreement, promptly reimburse the Company for all reasonable and documented out-of-pocket costs or expenses incurred by the Group Companies in connection with cooperation provided for in this Section 6.15(a). Notwithstanding anything to the contrary in this Section 6.15, nothing herein will require (A) any cooperation to the extent it would unreasonably interfere with the business or operations of the Group Companies or (B) the Company or any of its Subsidiaries (or, on such Person’s behalf, its Representatives) to (x) be required to take any action that would, or would reasonably be expected to, conflict with or violate any Laws or any Person’s Governing Documents, or result in the contravention of, or result in a violation of breach of, or default under, any Material Contract or (y) execute, deliver or perform any definitive documentation, including any financing agreement, in respect of such financing, or adopt resolutions or execute consents (other than consents to the inclusion of financial statements of the Company and its Subsidiaries and any description of the Company and its Subsidiaries and any of their businesses based on the representations and warranties made by providing the Purchaser with historical financial data Company or Seller in this Agreement in any disclosure document and historical operating data use of the Company’s and its Subsidiaries logos therein) to approve or authorize the execution, delivery or performance of the definitive documentation in respect of such financing prior to the Closing, in each case that is reasonably requested by not contingent upon the Purchaser related Closing or that would be effective prior to the Acquired Companies, except the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if anyClosing. (b) Subject Seller shall provide Buyer promptly with an electronic version of their trademarks, service marks and corporate logo of each Group Company for use in marketing materials for the purpose of syndication of any financing and hereby consents to the procedures for indemnity set forth in Section 11.4, use of the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies foregoing in connection with the IPR Shareholders Meeting) relating any financing provided that such logos are used solely in any way a manner that is not intended to the IPR Shareholders Circular or would not reasonably be likely to harm or disparage Seller or any Investment Circular.such Group Company or their marks or the reputation or goodwill of any Group Company or their marks. 58

Financing Cooperation. (a) Subject to Section 6.1 and 6.26(a4.17(b) and without limiting the generality of Section 4.03, prior to the foregoingClosing, Visteon shall use commercially reasonable efforts to provide, and subject to Seller's obligations in Section 6.1 cause its Subsidiaries, including the Company, to provide, at Xxxx’x sole cost and 6.26(a)expense, between the Effective Date and the Closing Date, the Sellers will use Commercially Reasonable Efforts to cooperate with the Purchaser reasonable cooperation in connection with the arrangement of the Financing as may be reasonably requested by Xxxx (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Visteon and its Subsidiaries, including the Company). Such cooperation by Visteon shall include, at the reasonable request of Xxxx: (i) furnishing, or causing to be furnished, to Xxxx and its Financing Sources the (1) audited consolidated balance sheets and related statements of income and cash flows of the Company for the fiscal year 2013 and 2014 (if available) and prior fiscal years if applicable and (2) unaudited consolidated balance sheets and related statements of income and cash flows of the Company for each fiscal quarter of the Company (other than the fourth fiscal quarter) ended after the close of its most recent fiscal year and at least 45 days prior to the Closing Date; provided, however, that in no event shall the Company be required to provide pro forma financial statements or adjustments or projections; (ii) using commercially reasonable efforts to secure consents of the Company’s accountants related to the financial statements described in this Section 4.17(a); (iii) participating in a reasonable number of meetings, calls, investor presentations, lender presentations, rating agency presentations, due diligence sessions, drafting sessions and road shows, in each case, upon reasonable advance notice and at mutually agreed times during normal business hours; (iv) providing reasonable assistance to Xxxx in its preparation of customary rating agency presentations, road show materials, customary bank or co-investor information memoranda, bank syndication materials, credit agreements, offering memoranda and similar or related documents reasonably and customarily required in connection with the Financing; and (v) reasonably cooperating with the Lenders in an evaluation of the Company’s assets for the purpose of establishing collateral arrangements; provided that the actions contemplated in the foregoing clauses of this Section 4.17(a) do not (A) cause any representation or warranty in this Agreement to be breached, (B) cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement, (C) require the Company or any of its Subsidiaries to be the issuer of any securities or issue any offering document, (D) involve any binding commitment (i) by Visteon or (ii) by the Company and its Subsidiaries, solely in the case of this clause (ii), which commitment is not conditioned on the Closing and does not terminate without liability to the Company or any of its Subsidiaries upon the termination of this Agreement, (E) require Visteon or any of its Subsidiaries, including the Company, to provide any information the disclosure of which is prohibited or restricted under applicable Law or is legally privileged, (F) require Visteon or any of its Subsidiaries, including the Company, to take any action that will conflict with or violate its organizational documents, any Laws or result in a violation or breach of, or default under, any material agreement to which Visteon or any of its Subsidiaries, including the Company, is a party or (G) (i) require Visteon to enter into or approve any Financing or purchase agreement for the Financing or (ii) require the Company or any of its Subsidiaries, to enter into or approve any Financing or purchase agreement for the Financing, solely in the case of this clause (ii), prior to the Closing. All non-public or other confidential information provided by Visteon and its Subsidiaries, including the Company, to Xxxx or its Affiliates pursuant to this Section 4.17(a) shall be kept confidential in accordance with the Confidentiality Agreement. Visteon will use commercially reasonable efforts to obtain consent of the Company for Xxxx’x use of the Company’s trademarks, service marks or logos as reasonably necessary or appropriate in connection with the Financing; provided that such trademarks, service marks or logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights. Visteon and its Subsidiaries, including the Company, shall be given reasonable opportunity to review and comment upon any portion of any confidential information memorandum, offering memorandum, prospectus or similar investment circular documents, or any materials for the purpose ratings agencies or otherwise, that include information about Visteon or any of or its Subsidiaries prepared in connection with the Financing, and Xxxx shall include in such memoranda, documents and other materials, comments reasonably requested by Visteon and its Subsidiaries with respect to information about Visteon or any post-Closing financing of its Subsidiaries. (b) Notwithstanding anything in this Agreement to the contrary, (i) Visteon shall not be required to pay any commitment or refinancing other similar fee or enter into any definitive agreement or incur any other actual or potential liability or obligation to any Person, or bear any cost or expense or pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity) in connection with the Financing (or any Alternative Financing that Xxxx may raise in connection with the transactions contemplated by this Agreement) or any cooperation provided pursuant to Section 4.16 or this Section 4.17, (ii) neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other actual or potential liability or obligation to any Person, or bear any cost or expense or pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity) in connection with the Financing (or any Alternative Financing that Xxxx may raise in connection with the transactions contemplated by this Agreement) or any cooperation provided pursuant to Section 4.16 or this Section 4.17, in each case that is effective prior to the Closing, (iii) no director, officer or employee of Visteon or any of its Subsidiaries, including the Company, shall be required to take any other action pursuant to this Section 4.17 (including the delivery of any indebtedness assumed certificate, document or instrument) to the extent any such action would reasonably be expected to result in personal liability to such director, officer or employee, (iv) the board of directors of Visteon shall not be required to approve any Financing or agreements related thereto (or any Alternative Financing), (v) prior to the Closing, the board of directors of the Company or any of its Subsidiaries shall not be required to approve any Financing or agreements related thereto (or any Alternative Financing), (vi) neither Visteon nor any of its Subsidiaries shall be required to provide access to or disclose information that Visteon or any of its Subsidiaries determines would jeopardize any attorney-client privilege of Visteon or any of its Subsidiaries, (vii) neither Visteon nor any of its Subsidiaries shall be required to prepare separate financial statements for any Subsidiary of Visteon or change any fiscal period, (viii) Xxxx shall from time to time (and on written request by Visteon or the Company) promptly reimburse Visteon or the Company for any reasonable out-of-pocket expenses and costs (including attorney’s fees and expenses) incurred in connection with the Contemplated Transactions obligations of Visteon and its Subsidiaries, including the Company, under this Section 4.17 and (each, an "Investment Circular"ix) by providing the Purchaser with historical financial data and historical operating data that is reasonably requested by the Purchaser related to the Acquired Companies, except the provision of any such historical operating data Xxxx shall be subject to applicable confidentiality or non-disclosure agreements in favor of third parties, if any. (b) Subject to the procedures for indemnity set forth in Section 11.4, the Purchaser Parties will indemnify and hold harmless Visteon and its Subsidiaries, including the Sellers Company, and its and their Affiliates harmless respective Representatives from and against any and all Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out suffered or incurred by any of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and (ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies them in connection with the IPR Shareholders Meeting) relating Financing and any information utilized in any way to the IPR Shareholders Circular or any Investment Circularconnection therewith.

Financing Cooperation. (a) Subject From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Section 6.1 8.01), subject to the limitations set forth in this Section 6.17, and 6.26(a) unless otherwise agreed by Parent, the Company shall use its reasonable best efforts to and without limiting the generality to cause its Representatives to, and shall cause each of its Subsidiaries to use their respective reasonable best efforts to and to cause their respective Representatives to, provide all cooperation reasonably requested by Parent, or as Parent may reasonably determine necessary or advisable, in connection with Parent’s arrangement and closing of the foregoingFinancing and the satisfaction of the conditions in the Commitment Letter, including using reasonable best efforts to: (1) furnish Parent and the Financing Parties with the Required Information; (2) to the extent reasonably requested by Parent or any Financing Party, make senior officers and other key employees of the Company and its Subsidiaries with appropriate authority and expertise available for, with reasonable advance notice and at times and locations reasonably acceptable to the Company, Parent and any applicable Financing Party, and participate in (including preparation for) a reasonable number of meetings, due diligence sessions, drafting sessions, presentations, and sessions with prospective lenders, investors and ratings agencies, including by providing reasonable assistance in the preparation of confidential information memoranda and similar customary documents as may be reasonably requested by Parent or any Financing Party, in each case, with respect to information relating to the Company and its Subsidiaries in connection with customary marketing efforts of Parent for all or any portion of the Financing; provided, however, that any participation in the foregoing by senior officers and other key employees of the Company which may require travel by such persons shall be subject to Seller's obligations in Section 6.1 the Company’s prior approval (such approval not to be unreasonably withheld, conditioned or delayed); (3) as promptly as practicable after the date hereof, furnish Parent and 6.26(athe Financing Parties with financial and other pertinent information and disclosures with respect to the Company and the Company Subsidiaries (including their businesses, operations, and financial projections), between including the Effective Required Information, as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of debt financings similar to the Financing committed pursuant to the Commitment Letter in each case, subject to any confidentiality restrictions binding on the Company or the Company Subsidiaries; (4) to the extent reasonably requested by Parent or any Financing Party, assist with the preparation of appropriate and customary materials relating to the Company and its Subsidiaries for rating agency presentations, offering documents, bank information memoranda and similar documents reasonably required in connection with the Financing, in each case, with respect to information relating to the Company and the Company Subsidiaries; (5) (a) direct Xxxxx Xxxxxxxx LLP and KPMG LLP, as applicable, to provide assistance and cooperation to Parent and the Financing Parties on reasonable and customary terms and consistent with such relevant accountants’ customary practice, including by (x) participating in a reasonable number of drafting sessions and accounting due diligence sessions, (y) providing customary consents to use their audit reports on the consolidated financial statements of the Company as required in any offering documents or in connection with filings made with the SEC related to the Financing in which the consolidated financial statements of the Company are included, and (z) subject to such accountants’ policies and procedures and applicable auditing standards, providing any customary comfort letters (including “negative assurance” comfort) with respect to historical information of the Company and the Company Subsidiaries included in any offering documents related to the Financing in which the consolidated financial statements of the Company are included and (b) to the extent requested by such accountants, provide appropriate representations to such accountants in connection with the foregoing clause (a); (6) to the extent reasonably requested by Parent, direct XxXxxxxx and XxxXxxxxxxx, Xxxxxx & Company, Inc. to provide assistance and cooperation to Parent and the Financing Sources on reasonable and customary terms and consistent with such relevant reserve engineer’s customary practice, including by (x) participating in a reasonable number of reserve engineer due diligence sessions, (y) providing customary consents to the use of their report on the Company’s reserves as required in any offering documents or in connection with filings made with the SEC related to the Financing in which such reserve engineer is referenced or reserve information based on such reserve engineer’s report is included and (z) providing any customary reserve engineer letters in connection with any offering document relating to the Financing in which such reserve engineer is referenced or reserve information based on such reserve engineer’s report is included; (7) to the extent reasonably requested by Parent, deliver information with respect to the Company and its Subsidiaries as is reasonably necessary for Parent to prepare, and reasonably cooperate with Parent in the preparation of, a pro forma consolidated balance sheet of Parent and the Parent subsidiaries (including the Company and the Company Subsidiaries) as of the end of the most recently completed fiscal year or fiscal quarter for which financial statements are included in the Required Information and a related pro forma consolidated statement of income of Parent and its subsidiaries (including the Company and the Company Subsidiaries) for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 40 days (or 60 days in case such four fiscal quarter period is the end of the Company’s fiscal year) prior to the end of the Marketing Period (it being understood that Parent shall be responsible for the preparation of such pro forma financial statements, including any pro forma adjustments related to the Financing or otherwise or any actions to be taken on or after the Closing Date and such cooperation by the Company and the Company Subsidiaries shall relate solely to the financial information derived from the historical books and records of the Company and the Company Subsidiaries); (8) promptly, and in any event five Business Days prior to Closing, provide all information reasonably requested by Parent or the Financing Parties regarding the Company and the Company Subsidiaries under applicable “know your customer”, anti-money laundering rules and regulations and the USA PATRIOT Act of 2001, in each case, requested in writing at least ten days prior to the Closing Date; (9) to the extent reasonably requested by Parent or any Financing Party, provide reasonable and customary authorization letters to the Sellers will use Commercially Reasonable Efforts Financing Parties authorizing the distribution of information relating to cooperate with the Purchaser Company and the Company Subsidiaries to prospective lenders subject to customary confidentiality provisions; (10) in connection respect of assets of (including equity interests held by) the Company or any Company Subsidiary, assist with the preparation of any information memorandumpledge and security documents or other definitive financing documents as may be reasonably requested by Parent; provided, prospectus that no obligation of the Company or similar investment circular any Company Subsidiary under any such document or agreement shall be effective until the Closing; (11) deliver (x) customary payoff letters with respect to the Indebtedness under the Company Credit Agreements setting forth (i) the amounts required to repay such Indebtedness (other than contingent indemnification obligations and any letters or credit or xxxxxx that will remain outstanding pursuant to arrangements satisfactory to the letter of credit issuing bank or hedge counterparty, as the case may be) in full on the Closing Date, (ii) the wire transfer instructions for the purpose repayment of such Indebtedness, and (iii) authorization to file all releases necessary to evidence such repayment in full of such Indebtedness and to enable release of all Liens relating thereto, effective upon repayment of such Indebtedness (and confirmation of such receipt) and (y) Lien terminations, releases, UCC termination statements, and other instruments of discharge of Liens requested by the Parent in order to allow for the release of all Liens against the Company or any of its Subsidiaries relating to the Indebtedness under the Company Credit Agreements; (12) to the extent reasonably requested by Parent, cooperate with Parent to satisfy the conditions precedent to the Financing to the extent within the control of the Company and the Company Subsidiaries, including assisting Parent in connection with any post-Closing financing procuring public ratings for the Financing or refinancing of any indebtedness assumed or incurred notes to be offered in connection with the Contemplated Transactions (eachFinancing and, an "Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested by the Purchaser related to the Acquired Companiesextent reasonably practicable, except the provision preparing any “flash” numbers (which may include ranges of management estimates of certain key metrics) with respect to any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor of third partiesFinancing that occurs after February 1, if any.2019; and (b13) Subject to assist Parent with the procedures for indemnity set forth establishment of bank and other accounts and blocked account and control agreements of the Company and one or more of its Subsidiaries in Section 11.4, connection with the Purchaser Parties will indemnify and hold the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleadingforegoing, in each case to the extentextent customary and reasonable and provided that no such control agreements shall be effective until Closing and no such new account shall be established prior to Closing, but only and use commercially reasonable efforts to deliver any borrowing base certificates requested by Parent a reasonable time prior to Closing pursuant to the extent, such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished Commitment Letter. (b) Notwithstanding anything to the IPR contrary contained in this Agreement (including this Section 6.17): (i) nothing in this Agreement (including this Section 6.17) shall require any such cooperation to the extent that it would: (A) require the Company or any Company Subsidiary to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing; (B) unreasonably interfere with the ongoing business or operations of the Company or any Company Subsidiary (it being acknowledged that none of the cooperation specified in Sections 6.17(a)(1) through (13) above would so interfere); (C) require the Company or any Company Subsidiary to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing except the customary authorization letters referenced in Section 6.17(a)(9) above; (D) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing; (E) require any action that would conflict with or violate the Organizational Documents of the Company or any Company Subsidiary, the Company Credit Agreement or any Laws, orders or the contracts governing the existing Indebtedness of the Company or any Company Subsidiary or result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any contract to which the Company or any Company Subsidiary is a party; (F) cause any representation or warranty or covenant in this Agreement to be breached by the Sellers expressly Company or any of its Subsidiaries; (G) cause any director, officer, employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability; (H) provide access to or disclose information that would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries; (I) require the Company or any Company Subsidiary to prepare separate financials for use therein any Company Subsidiary, change any fiscal period, or prepare any financial statements or information with respect to a fiscal period that has not yet ended or has ended less than forty days prior to the date of such request (or, in the case of annual financial statements, sixty days prior to such request) or prepare any financial or other information with respect to the Company and the Company Subsidiaries unless it is derivable from the historical books and records of the Company and the Company Subsidiaries or prepared in the ordinary course of the Company’s financial reporting practice, or to provide any Excluded Information; (J) require the Company or any Company Subsidiary to deliver any legal opinions or reliance letters; or (K) require the Company or any Company Subsidiary to make any filings with the SEC in connection with the Financing (other than in any applicable proxy statement), except for any information included in documents with respect to such Financing, after consultation between Parent and the Company, which may be required to be furnished by the Company on Form 8-K to satisfy the Company’s Regulation FD disclosure obligations; and (1) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, its Subsidiaries, or any of their respective representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing (other than with respect to customary authorization letters referenced in Section 6.17(a)(9) above) shall be effective until the Closing. (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its reasonable and documented out-of-pocket fees and expenses (including reasonable and documented out-of-pocket fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their representatives in connection with any cooperation contemplated by this Section 6.17 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their representatives against any offering of securitiesClaim, financing activitiesloss, solicitations damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including solicitations cost of votes investigation), expense (including fees and expenses of counsel and accountants) or proxies settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewith, and such representatives shall be third-party beneficiaries of this Section 6.17, except to the extent suffered or incurred as a result of (x) the bad faith or willful misconduct of the Company or any Company Subsidiary (to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction) or (y) the historical information relating to the Company or any of its Affiliates furnished by the Company or its Affiliates or Representatives of the foregoing Persons. All non-public or other confidential information provided by the Company and its Affiliates and representatives pursuant to this Section 6.17 shall be kept confidential in accordance with Section 6.02, except that Parent shall be permitted to disclose such information to the applicable Financing Parties, rating agencies and prospective lenders during syndication of the Financing subject to the Financing Parties, rating agencies and prospective lenders agreeing to customary confidentiality obligations (which may include customary “click through” language) with respect to such information. The Company and its Subsidiaries hereby consent to the use of their logos, names, and marks in connection with the IPR Shareholders Meeting) relating Financing; provided that such names, marks, and logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company, any way to of the IPR Shareholders Circular Company Subsidiaries or the reputation or goodwill of the Company or any Investment Circularof the Company Subsidiaries.