Common use of Financing Matters Clause in Contracts

Financing Matters. (a) Prior to the Spin-Off, Matrix and the Company and each of their Subsidiaries shall, and from and after the Spin-Off, the Company and each of the SpinCo Entities shall, use their reasonable best efforts to, and to cause their Representatives to use reasonable best efforts to, provide to Parent such customary cooperation as may be reasonably requested by Parent related to any debt financing in connection with the transactions contemplated by this Agreement (the “Parent Financing”) and to assist Parent in obtaining the Parent Financing, including: (i) using reasonable best efforts in assisting in preparation for and participation in (including causing senior management of appropriate seniority and expertise to participate in), upon reasonable advance notice and at reasonable times, a reasonable number of meetings and calls (including customary one-on-one meetings with parties acting as lead arrangers, bookrunners or agents for, and prospective lenders and purchasers of, the Parent Financing), drafting sessions, rating agency presentations, road shows and due diligence sessions (including accounting due diligence sessions) and assisting Parent in obtaining ratings (but not any specific ratings) in respect of Parent and public ratings in respect of any debt issued or incurred as part of the Parent Financing from Standard & Poor’s Financial Services LLC and Xxxxx’x Investors Service, Inc. and in obtaining any legal opinions required in connection with the Parent Financing; (ii) using reasonable best efforts in assisting Parent and its potential financing sources in the preparation of (A) customary bank information memoranda, customary offering documents, lender presentations, registration statements, prospectuses and other customary disclosure and similar marketing documents for any of the Parent Financing, including the execution and delivery of customary authorization and representation letters in connection with the disclosure and marketing materials relating to the Parent Financing authorizing the distribution of information relating to Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to prospective lenders and identifying any portion of such information that constitutes material, nonpublic information regarding Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, or their respective securities (in each case in accordance with customary syndication practices) and containing a representation that (to the extent accurate) the public-side version does not include material non-public information about Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, or their respective securities and (B) customary materials for rating agency presentations for the Parent Financing (all of the items in this clause (ii), collectively, the “Offering Materials”); (iii) delivering to Parent and its potential financing sources as promptly as reasonably practicable (and in no event later than (A) seven (7) days from the date hereof with respect to all SpinCo Required Financial Information as at and for the fiscal year ended December 31, 2020, (B) October 15, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021 (for the avoidance of doubt, without the Auditor Review, as defined below), (C) November 1, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021, which SpinCo Required Financial Information shall have been reviewed by the Company’s independent accountant in accordance with applicable auditing standards (the “Auditor Review”), (D) October 22, 2021, with respect to such ranges or “flash numbers” referenced in clause (c) of the definition of SpinCo Required Financial Information, which such ranges or “flash numbers” shall be updated no later than November 1, 2021, (E) November 15, 2021 with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended September 30, 2021 (for the avoidance of doubt with the Auditor Review as defined above), (F) for the fiscal year ended December 31, 2021, 60 days after such date and (G) for each fiscal quarter ending after January 1, 2022 and ending at least 40 days prior to the Closing Date, 40 days after the last day of each such quarter) the SpinCo Required Financial Information and other customary information (including assistance with preparing customary projections, financial estimates, forecasts and other forward-looking information) in connection with the preparation of customary disclosure and marketing materials and the Offering Materials, as applicable; (iv) using reasonable best efforts in requesting its independent registered public accounting firm to provide customary assistance with the due diligence activities of Parent and its Parent Financing Sources and customary consents to the use of audit reports in any disclosure and marketing materials relating to the Parent Financing; (v) if the Simultaneous Closing does not occur, using reasonable best efforts (i) in arranging for and consummating the Closing Date Refinancing, and (ii) to obtain and deliver to Parent, at least three (3) Business Days prior to the Closing Date, an executed payoff letter (the “Payoff Letter”) and related draft lien releases, in each case, in customary form reasonably acceptable to Parent with respect to the SpinCo Financing; (vi) using reasonable best efforts in executing and delivering as of, but not effective before, the Closing, customary definitive financing documentation as may be reasonably requested by Parent, including pledge and security documents, guarantees, customary officer’s certificates, instruments, filings, security agreements, back up opinion certificates and other matters ancillary to, or required in connection with, the Parent Financing (including delivering, or directing the agent under any SpinCo Financing to deliver, the stock certificates for certificated securities with transfer powers executed in blank) of the Company, its Subsidiaries and the SpinCo Entities to the extent required on the Closing Date by the terms of the Parent Financing; and (vii) at least three (3) Business Days prior to the Closing Date, providing all documentation and other information relating to Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to be required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by Parent at least ten (10) Business Days prior to the Closing Date; provided that (x) no such cooperation shall be required to the extent that it would (A) require Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to take any action that unreasonably interferes with the ongoing business or operations of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, (B) require Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any fee, expense or other liability prior to the Closing for which it is not promptly reimbursed or indemnified by Parent in accordance with Section 5.3, (C) cause any representation or warranty of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, in this Agreement to be breached, (D) cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement by Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, (E) be reasonably expected to cause any director, officer or employee of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any personal liability or (F) cause any breach of any applicable Law or any Contract to which Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, is a party and (y) Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, shall not be required to enter into, execute, or approve any agreement or other documentation or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing (other than the execution of customary authorization and representation letters and any certificate described in the definition of “SpinCo Required Financial Information”). (b) Parent shall (i) indemnify and hold harmless Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, and their respective Representatives (collectively, the “Parent Financing Indemnitees”) from and against any and all out-of-pocket costs and expenses (including attorneys’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations that are finally determined in a judicial proceeding (and not subject to further appeal) to have directly or indirectly suffered or incurred by the Parent Financing Indemnitees in connection with their cooperation and assistance obligations set forth in this Section 5.3(b), except and only to the extent such costs, expenses (including attorneys’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations resulted from fraud or the gross negligence, bad faith or willful misconduct of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable or any of their respective Representatives, (ii) reimburse Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable for all reasonable, documented and invoiced out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable (and its and their respective Representatives) in connection with their cooperation and assistance obligations set forth in this Section 5.3(b) (provided that such reimbursement shall not include general auditor and legal expenses that Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, would have incurred regardless of whether cooperation was required pursuant to this Section 5.3). (c) Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable hereby consents to the use of all of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, logos in connection with the Parent Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable or the reputation or goodwill of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable. In addition, Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, agrees to use reasonable best efforts to supplement the written information (other than information of a general economic or industry specific nature) concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, provided pursuant to this Section 5.3 to the extent that any such information, to the Knowledge of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, contains any material misstatements of fact or omits to state any material fact necessary to make such information concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, taken as a whole, not misleading in any material respect as promptly as reasonably practicable after gaining Knowledge thereof. (d) Parent shall promptly, and in any event within three (3) Business Days thereof, notify the Company of (i) any reduction in, or termination of, the commitments under the Debt Commitment Letter delivered to Matrix as of the date hereof and (ii) the amount of any allocated Parent Financing, any proceeds of any Parent Financing or any commitments with respect to any Parent Financing.

Financing Matters. (a) RMP hereby consents to EQM’s use of and reliance on any audited or unaudited financial statements relating to RMP and its consolidated Subsidiaries, or any entities or businesses acquired by RMP reasonably requested by EQM to be used in any financing or other activities of EQM, including any filings that EQM desires to make with the SEC. In addition, RMP will use commercially reasonable efforts, at EQM’s sole cost and expense, to obtain the consents of any auditor to the inclusion of the financial statements referenced above in appropriate filings with the SEC. Prior to the Spin-OffClosing, Matrix RMP will provide such assistance (and will cause its Subsidiaries and its and their respective personnel and advisors to provide such assistance), as EQM may reasonably request in order to assist EQM in connection with financing activities, including any public offerings to be registered under the Company and each of their Subsidiaries shallSecurities Act or private offerings. Such assistance shall include, but not be limited to, the following: (i) providing such information, and from making available such personnel as EQM may reasonably request; (ii) participation in, and after the Spin-Offassistance with, any marketing activities related to such financing; (iii) participation by senior management of RMP in, and their assistance with, the Company preparation of rating agency presentations and each meetings with rating agencies; (iv) taking such actions as are reasonably requested by EQM or its financing sources to facilitate the satisfaction of the SpinCo Entities shall, use their reasonable best efforts to, all conditions precedent to obtaining such financing; and to cause their Representatives to use reasonable best efforts to, provide to Parent (v) taking such customary cooperation actions as may be reasonably requested by Parent related required to permit any debt financing in connection with cash and marketable securities of RMP or EQM to be made available to finance the transactions contemplated by this Agreement (hereby at the “Parent Financing”) and to assist Parent in obtaining the Parent Financing, including: (i) using reasonable best efforts in assisting in preparation for and participation in (including causing senior management of appropriate seniority and expertise to participate in), upon reasonable advance notice and at reasonable times, a reasonable number of meetings and calls (including customary one-on-one meetings with parties acting as lead arrangers, bookrunners or agents for, and prospective lenders and purchasers of, the Parent Financing), drafting sessions, rating agency presentations, road shows and due diligence sessions (including accounting due diligence sessions) and assisting Parent in obtaining ratings (but not any specific ratings) in respect of Parent and public ratings in respect of any debt issued or incurred as part of the Parent Financing from Standard & Poor’s Financial Services LLC and Xxxxx’x Investors Service, Inc. and in obtaining any legal opinions required in connection with the Parent Financing; (ii) using reasonable best efforts in assisting Parent and its potential financing sources in the preparation of (A) customary bank information memoranda, customary offering documents, lender presentations, registration statements, prospectuses and other customary disclosure and similar marketing documents for any of the Parent Financing, including the execution and delivery of customary authorization and representation letters in connection with the disclosure and marketing materials relating to the Parent Financing authorizing the distribution of information relating to Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to prospective lenders and identifying any portion of such information that constitutes material, nonpublic information regarding Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, or their respective securities (in each case in accordance with customary syndication practices) and containing a representation that (to the extent accurate) the public-side version does not include material non-public information about Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, or their respective securities and (B) customary materials for rating agency presentations for the Parent Financing (all of the items in this clause (ii), collectively, the “Offering Materials”); (iii) delivering to Parent and its potential financing sources as promptly as reasonably practicable (and in no event later than (A) seven (7) days from the date hereof with respect to all SpinCo Required Financial Information as at and for the fiscal year ended December 31, 2020, (B) October 15, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021 (for the avoidance of doubt, without the Auditor Review, as defined below), (C) November 1, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021, which SpinCo Required Financial Information shall have been reviewed by the Company’s independent accountant in accordance with applicable auditing standards (the “Auditor Review”), (D) October 22, 2021, with respect to such ranges or “flash numbers” referenced in clause (c) of the definition of SpinCo Required Financial Information, which such ranges or “flash numbers” shall be updated no later than November 1, 2021, (E) November 15, 2021 with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended September 30, 2021 (for the avoidance of doubt with the Auditor Review as defined above), (F) for the fiscal year ended December 31, 2021, 60 days after such date and (G) for each fiscal quarter ending after January 1, 2022 and ending at least 40 days prior to the Closing Date, 40 days after the last day of each such quarter) the SpinCo Required Financial Information and other customary information (including assistance with preparing customary projections, financial estimates, forecasts and other forward-looking information) in connection with the preparation of customary disclosure and marketing materials and the Offering Materials, as applicable; (iv) using reasonable best efforts in requesting its independent registered public accounting firm to provide customary assistance with the due diligence activities of Parent and its Parent Financing Sources and customary consents to the use of audit reports in any disclosure and marketing materials relating to the Parent Financing; (v) if the Simultaneous Closing does not occur, using reasonable best efforts (i) in arranging for and consummating the Closing Date Refinancing, and (ii) to obtain and deliver to Parent, at least three (3) Business Days prior to the Closing Date, an executed payoff letter (the “Payoff Letter”) and related draft lien releases, in each case, in customary form reasonably acceptable to Parent with respect to the SpinCo Financing; (vi) using reasonable best efforts in executing and delivering as of, but not effective before, the Closing, customary definitive financing documentation as may be reasonably requested by Parent, including pledge and security documents, guarantees, customary officer’s certificates, instruments, filings, security agreements, back up opinion certificates and other matters ancillary to, or required in connection with, the Parent Financing (including delivering, or directing the agent under any SpinCo Financing to deliver, the stock certificates for certificated securities with transfer powers executed in blank) of the Company, its Subsidiaries and the SpinCo Entities to the extent required on the Closing Date by the terms of the Parent Financing; and (vii) at least three (3) Business Days prior to the Closing Date, providing all documentation and other information relating to Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to be required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by Parent at least ten (10) Business Days prior to the Closing Date; provided that (x) no such cooperation shall be required to the extent that it would (A) require Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to take any action that unreasonably interferes with the ongoing business or operations of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, (B) require Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any fee, expense or other liability prior to the Closing for which it is not promptly reimbursed or indemnified by Parent in accordance with Section 5.3, (C) cause any representation or warranty of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, in this Agreement to be breached, (D) cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement by Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, (E) be reasonably expected to cause any director, officer or employee of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any personal liability or (F) cause any breach of any applicable Law or any Contract to which Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, is a party and (y) Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, shall not be required to enter into, execute, or approve any agreement or other documentation or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing (other than the execution of customary authorization and representation letters and any certificate described in the definition of “SpinCo Required Financial Information”)Effective Time. (b) Parent RMP shall, and shall (i) indemnify cause its Subsidiaries, to deliver at the Closing lien and hold harmless Matrix, the Company, any of their Subsidiaries guarantee terminations and the SpinCo Entitiesreleases, as applicable, and their respective Representatives instruments of release and discharge (collectivelyincluding a customary payoff letter) with respect to (i) that certain Credit Agreement, dated as of December 22, 2014, by and among RMP, as parent guarantor, Rice Midstream OpCo LLC, as borrower, Xxxxx Fargo Bank, N.A., as administrative agent, and the lenders and other parties from time to time party thereto, as it may be amended, modified or supplemented from time to time (the “Parent Financing IndemniteesRMP Existing Credit Facility”) from and against any and all out-of-pocket costs and expenses (including attorneys’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations that are finally determined in a judicial proceeding (and not subject to further appeal) to have directly or indirectly suffered or incurred by the Parent Financing Indemnitees in connection with their cooperation and assistance obligations set forth in this Section 5.3(b), except and only to the extent such costs, expenses (including attorneys’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations resulted from fraud or the gross negligence, bad faith or willful misconduct of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable or any of their respective Representatives, (ii) reimburse Matrix, the Companyat EQM’s request, any other indebtedness of their Subsidiaries RMP, and to give any other notices requested by EQM in order to facilitate repayment of the SpinCo Entities, as applicable for all reasonable, documented RMP Existing Credit Facility and invoiced out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable (and its and their respective Representatives) in connection with their cooperation and assistance obligations set forth in this Section 5.3(b) (provided that such reimbursement shall not include general auditor and legal expenses that Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, would have incurred regardless of whether cooperation was required pursuant to this Section 5.3). (c) Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable hereby consents to the use of all of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, logos in connection with the Parent Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable or the reputation or goodwill of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicableother indebtedness. In addition, Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, agrees to RMP shall use reasonable best efforts to supplement assist EQM, at EQM’s request, in facilitating the written information (other than information of a general economic or industry specific nature) concerning Matrixtermination, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, provided pursuant to this Section 5.3 to the extent that any such information, to the Knowledge of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, contains any material misstatements of fact or omits to state any material fact necessary to make such information concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, taken as a whole, not misleading in any material respect as promptly as reasonably practicable after gaining Knowledge thereof. (d) Parent shall promptly, and in any event within three (3) Business Days thereof, notify the Company of (i) any reduction inamendment, or termination of, assumption of any derivative transactions of RMP or any Subsidiary thereof in connection with the commitments under the Debt Commitment Letter delivered to Matrix as consummation of the date hereof and (ii) the amount of any allocated Parent Financing, any proceeds of any Parent Financing or any commitments with respect to any Parent Financingtransactions contemplated hereby.

Financing Matters. (a) Prior The Company, Parent and Sub shall use their respective reasonable best efforts to cause the Financing Commitments to be fulfilled in accordance with their terms (including after giving effect to any changes made or requested by the Senior Joint Lead Arrangers pursuant to Section 4 ("Changes to Senior Credit Facilities") of the Fee Letter) to the Spin-Offextent such fulfillment is within the control of the Company and Parent. Without limiting the generality of the foregoing, Matrix each of the Company and Parent shall use its reasonable best efforts to cause their respective employees, accountants, counsel and other representatives to reasonably cooperate with each other in carrying out the transactions contemplated by the Financing Commitments and in delivering all documents and instruments deemed reasonably necessary by the Company or Parent (including providing standard accountants' "comfort" letters and legal opinions and otherwise cooperating and assisting in satisfying the conditions to the Financing Commitments and assisting with the syndication or marketing of the financing contemplated thereby (the "FINANCING") including, by (i) providing direct contact between prospective lenders and the officers and directors of the Company and the Company Subsidiaries and each (ii) providing assistance in preparation of their Subsidiaries shall, confidential information memoranda and from other materials to be used in connection with consummating the Financing and after the Spin-Off, the Company Refinancing) and each of the SpinCo Entities shall, use their reasonable best efforts to, and to cause their Representatives to use reasonable best efforts to, provide to Parent such customary cooperation as may be taking all other actions reasonably requested by Parent related to any debt financing necessary in connection with the transactions contemplated by this Agreement (Financing and the “Parent Financing”) and to assist Parent in obtaining the Parent FinancingRefinancing. The Company, including: (i) using reasonable best efforts in assisting in preparation for and participation in (including causing senior management of appropriate seniority and expertise to participate in), upon reasonable advance notice and at reasonable times, a reasonable number of meetings and calls (including customary one-on-one meetings with parties acting as lead arrangers, bookrunners or agents for, and prospective lenders and purchasers of, the Parent Financing), drafting sessions, rating agency presentations, road shows and due diligence sessions (including accounting due diligence sessions) and assisting Parent in obtaining ratings (but not any specific ratings) in respect of Parent and public ratings in respect of any debt issued or incurred as part of the Parent Financing from Standard & Poor’s Financial Services LLC and Xxxxx’x Investors Service, Inc. and in obtaining any legal opinions required in connection with the Parent Financing; (ii) using reasonable best efforts in assisting Parent and its potential financing sources in the preparation of (A) customary bank information memoranda, customary offering documents, lender presentations, registration statements, prospectuses and other customary disclosure and similar marketing documents for any of the Parent Financing, including the execution and delivery of customary authorization and representation letters in connection with the disclosure and marketing materials relating to the Parent Financing authorizing the distribution of information relating to Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to prospective lenders and identifying any portion of such information that constitutes material, nonpublic information regarding Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, or their respective securities (in each case in accordance with customary syndication practices) and containing a representation that (to the extent accurate) the public-side version does not include material non-public information about Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, or their respective securities and (B) customary materials for rating agency presentations for the Parent Financing (all of the items in this clause (ii), collectively, the “Offering Materials”); (iii) delivering to Parent and its potential financing sources as promptly as reasonably practicable (and in no event later than (A) seven (7) days from the date hereof with respect to all SpinCo Required Financial Information as at and for the fiscal year ended December 31, 2020, (B) October 15, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021 (for the avoidance of doubt, without the Auditor Review, as defined below), (C) November 1, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021, which SpinCo Required Financial Information Sub shall have been reviewed by the Company’s independent accountant in accordance with applicable auditing standards (the “Auditor Review”), (D) October 22, 2021, with respect to such ranges or “flash numbers” referenced in clause (c) of the definition of SpinCo Required Financial Information, which such ranges or “flash numbers” shall be updated no later than November 1, 2021, (E) November 15, 2021 with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended September 30, 2021 (for the avoidance of doubt with the Auditor Review as defined above), (F) for the fiscal year ended December 31, 2021, 60 days after such date and (G) for each fiscal quarter ending after January 1, 2022 and ending at least 40 days prior to the Closing Date, 40 days after the last day of each such quarter) the SpinCo Required Financial Information and other customary information (including assistance with preparing customary projections, financial estimates, forecasts and other forward-looking information) cooperate in connection with the preparation of customary disclosure and marketing materials all documents and the Offering Materialsmaking of all filings required in connection with the Financing, as applicable; (iv) using including the Note Tender Offer and the Refinancing, and shall use their respective reasonable best efforts in requesting its independent registered public accounting firm to provide customary assistance with the due diligence activities of Parent and its Parent Financing Sources and customary consents to the use of audit reports in any disclosure and marketing materials relating to the Parent Financing; (v) if the Simultaneous Closing does not occur, using reasonable best efforts (i) in arranging for and consummating the Closing Date Refinancing, and (ii) to obtain and deliver to Parent, at least three (3) Business Days prior to the Closing Date, an executed payoff letter (the “Payoff Letter”) and related draft lien releases, in each case, in customary form reasonably acceptable to Parent with respect to the SpinCo Financing; (vi) using reasonable best efforts in executing and delivering as of, but not effective before, the Closing, customary definitive financing documentation as may be reasonably requested by Parent, including pledge and security documents, guarantees, customary officer’s certificates, instruments, filings, security agreements, back up opinion certificates and other matters ancillary totake, or required in connection withcause to be taken, the Parent Financing (including deliveringall actions and to do, or directing cause to be done, all other things necessary, proper or advisable to consummate the agent under any SpinCo Financing to deliver, the stock certificates for certificated securities with transfer powers executed in blank) of the Company, its Subsidiaries and the SpinCo Entities to the extent required on the Closing Date by the terms of the Parent Financing; and (vii) at least three (3) Business Days prior to the Closing Date, providing all documentation and other information relating to Matrix, the Company, any of their Subsidiaries Refinancing and the SpinCo Entitiesother transactions contemplated hereby. The Company will, as applicable, to be required by applicable “know your customer” if and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by Parent at least ten to facilitate the Financing, (10A) Business Days prior (1) create two newly organized limited liability companies or corporate subsidiaries as requested by Parent (with the first subsidiary being directly held and wholly owned by the Company and the second subsidiary being directly held and wholly owned by the first subsidiary) or (2) create one newly organized limited liability company or corporate subsidiary to be directly held by the Closing Date; provided that Company and (xB) no such cooperation shall be required use reasonable best efforts to contribute substantially all of its assets and liabilities to the extent that it would (A) require Matrix, reasonably requested by the Company, any of their Subsidiaries and lenders under the SpinCo Entities, as applicable, to take any action that unreasonably interferes with the ongoing business or operations of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, (B) require Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any fee, expense or other liability prior New Credit Agreement to the Closing for which "second subsidiary" referred to in clause (1) or the "subsidiary" referred to in clause (ii) as applicable (it is not promptly reimbursed or indemnified by Parent in accordance with Section 5.3, (C) cause any representation or warranty of Matrix, being understood that such subsidiary will be the Company, any of their Subsidiaries and borrower and/or the SpinCo Entities, as applicable, in this Agreement to be breached, (D) cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement by Matrix, issuer under the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, (E) be reasonably expected to cause any director, officer or employee of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any personal liability or (F) cause any breach of any applicable Law or any Contract to which Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, is a party and (y) Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, shall not be required to enter into, execute, or approve any agreement or other documentation or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing (other than the execution of customary authorization and representation letters and any certificate described in the definition of “SpinCo Required Financial Information”Financing). (b) Prior to the Closing, the Company and Parent shall (i) indemnify and hold harmless Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, and use their respective Representatives reasonable best efforts to take all actions necessary or appropriate to allow the Company to commence a self tender offer and consent solicitation (collectively, the “Parent Financing Indemnitees”"NOTE TENDER OFFER") from and against to repurchase any and all outof the Company's outstanding 9-of-pocket costs 3/4% Senior Subordinated Notes due 2011 (the "NOTES"). The Note Tender Offer shall be effected strictly pursuant to the terms and expenses conditions set forth on Schedule 7.10(b) (including attorneys’ feesunless otherwise agreed to in writing by the Company and Parent), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations that are finally determined and otherwise in a judicial proceeding (compliance with applicable laws and not subject to further appeal) to have directly or indirectly suffered or incurred by SEC rules and regulations. After the Parent Financing Indemnitees in connection with their cooperation and assistance obligations set forth in this Section 5.3(b), except and only to the extent such costs, expenses (including attorneys’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations resulted from fraud or the gross negligence, bad faith or willful misconduct of MatrixEffective Time, the Company, any Surviving Corporation shall offer to purchase the 8.18% Note as required by Section 4 of their Subsidiaries and the SpinCo Entities, as applicable or any of their respective Representatives, (ii) reimburse Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable for all reasonable, documented and invoiced out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable (and its and their respective Representatives) in connection with their cooperation and assistance obligations set forth in this Section 5.3(b) (provided that such reimbursement shall not include general auditor and legal expenses that Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, would have incurred regardless of whether cooperation was required pursuant to this Section 5.3)8.18% Note. (c) MatrixAt the Closing, immediately following the Companyconsummation of the Merger, any Surviving Corporation shall use such funds to: (i) consummate a refinancing (the "REFINANCING") pursuant to which the Company shall (a) repurchase and retire all of their Subsidiaries the issued and outstanding Notes validly tendered and not withdrawn in the SpinCo EntitiesNote Tender Offer and (b) repay in full all of the outstanding principal and premium, if any, together with accrued interest and fees and all amounts related to outstanding letters of credit, under the Existing Credit Agreement, and shall take all actions necessary to terminate the Existing Credit Agreement; (ii) pay the Merger Consideration, as applicable hereby consents to the use of all of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, logos specified in connection with the Parent Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable or the reputation or goodwill of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable. In addition, Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, agrees to use reasonable best efforts to supplement the written information (other than information of a general economic or industry specific nature) concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, provided pursuant to this Section 5.3 to the extent that any such informationArticle 3, to the Knowledge holders of Matrix, Company Preferred Stock and Common Shares entitled thereto; (iii) pay the Company, any aggregate option consideration to holders of their Subsidiaries Options in accordance with Section 3.04 hereof; and (iv) pay the SpinCo Entities, as applicable, contains any material misstatements expenses of fact or omits to state any material fact necessary to make such information concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, taken as a whole, not misleading in any material respect as promptly as reasonably practicable after gaining Knowledge thereof. (d) Parent shall promptly, and in any event within three (3) Business Days thereof, notify the Company of (i) any reduction in, or termination of, relating to the commitments under the Debt Commitment Letter delivered to Matrix as of the date hereof and (ii) the amount of any allocated Parent Financing, any proceeds of any Parent Financing or any commitments with respect to any Parent Financingtransactions contemplated by this Agreement.

Financing Matters. 50- (a) Buyer shall use its commercially reasonable efforts to obtain financing in an amount sufficient for it to consummate the transactions contemplated by this Agreement and pay all related fees, costs and expenses. (b) Prior to the Spin-OffClosing, Matrix and the Company and each of their Subsidiaries shall, and from shall cause the other Company Subsidiaries to, use commercially reasonable efforts to cooperate with the Buyer as necessary or customary, proper and after advisable in connection with the Spin-Offarrangement of the Debt Financing or any capital markets debt financing or any equity financing (whether public or private) undertaken in replacement of all or any portion of the Debt Financing (collectively, together with Debt Financing, the Company “Financing”) as may be customary and reasonably requested by the Buyer, including using commercially reasonable efforts to do the following: (i) assisting Buyer and the Financing Related Parties with the preparation (including providing information and materials to be used in the preparation) of customary offering memoranda, private placement memoranda, confidential information memoranda or similar offering documents (including prospectuses and prospectus supplements included in a registration statement under the Securities Act of 1933, as amended) (each of such document, an “Offering Document”) for the SpinCo Entities shallFinancing, use their reasonable best efforts tocustomary rating agency presentations and lender presentations and customary pro forma financial statements; (ii) assisting Buyer and the Financing Related Parties in the preparation of, and executing and delivering conditional upon the Closing, one or more credit agreements, guarantees, pledge and security documents, indentures, supplemental indentures, underwriting agreements, purchase agreements, currency or interest hedging arrangements, other customary definitive financing documents, or other certificates, documents, or closing deliverables with respect to cause their Representatives to use reasonable best efforts to, provide to Parent such customary cooperation the Financing as may be reasonably requested by Parent related to any debt financing in connection with the transactions contemplated by this Agreement (the “Parent Financing”) and to assist Parent in obtaining the Parent Financing, including: (i) using reasonable best efforts in assisting in preparation for and participation in (including causing senior management of appropriate seniority and expertise to participate in), upon reasonable advance notice and at reasonable times, a reasonable number of meetings and calls Buyer (including customary one-on-one meetings with parties acting as lead arrangers, bookrunners or agents for, and prospective lenders and purchasers of, the Parent Financing), drafting sessions, rating agency presentations, road shows and due diligence sessions (including accounting due diligence sessions) and assisting Parent consents of accountants for use of their reports in obtaining ratings (but not any specific ratings) in respect of Parent and public ratings in respect of any debt issued or incurred as part of the Parent Financing from Standard & Poor’s Financial Services LLC and Xxxxx’x Investors Service, Inc. and in obtaining any legal opinions required in connection with the Parent Financing; (ii) using reasonable best efforts in assisting Parent and its potential financing sources in the preparation of (A) customary bank information memoranda, customary offering documents, lender presentations, registration statements, prospectuses and other customary disclosure and similar marketing documents for any of the Parent Financing, including the execution and delivery of customary authorization and representation letters in connection with the disclosure and marketing materials relating to the Parent Financing authorizing Financing) or otherwise reasonably facilitating the distribution pledging of information relating to Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to prospective lenders and identifying any portion of such information that constitutes material, nonpublic information regarding Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, or their respective securities (in each case in accordance with customary syndication practices) and containing a representation that (to the extent accurate) the public-side version does not include material non-public information about Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, or their respective securities and (B) customary materials for rating agency presentations for the Parent Financing (all of the items in this clause (ii), collectively, the “Offering Materials”)collateral; (iii) delivering furnishing the Buyer and the Financing Related Parties (for filing with the SEC and/or to Parent and its potential financing sources be included in any Offering Document) as promptly as reasonably practicable (and in no event later than (A) seven (7) days from the date hereof with respect to all SpinCo Required Financial Information as at and for the fiscal year ended December 31, 2020, (B) October 15, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021 (for the avoidance of doubt, without the Auditor Review, as defined below), (C) November 1, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021, which SpinCo Required Financial Information shall have been reviewed by the Company’s independent accountant in accordance with applicable auditing standards (the “Auditor Review”), (D) October 22, 2021, with respect to such ranges or “flash numbers” referenced in clause (c) of the definition of SpinCo Required Financial Information, which such ranges or “flash numbers” shall be updated no later than November 1, 2021, (E) November 15, 2021 with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended September 30, 2021 (for the avoidance of doubt with the Auditor Review as defined above), (F) for the fiscal year ended December 31, 2021, 60 days after such date and (G) for each fiscal quarter ending after January 1, 2022 and ending at least 40 days prior to the Closing Date, 40 days after the last day of each such quarter) the SpinCo Required Financial Information financial and other customary pertinent information (including assistance with preparing customary projections, financial estimates, forecasts and other forward-looking information) in connection with regarding the preparation of customary disclosure and marketing materials Company and the Offering Materials, as applicable; (iv) using reasonable best efforts in requesting its independent registered public accounting firm to provide customary assistance with the due diligence activities of Parent and its Parent Financing Sources and customary consents to the use of audit reports in any disclosure and marketing materials relating to the Parent Financing; (v) if the Simultaneous Closing does not occur, using reasonable best efforts (i) in arranging for and consummating the Closing Date Refinancing, and (ii) to obtain and deliver to Parent, at least three (3) Business Days prior to the Closing Date, an executed payoff letter (the “Payoff Letter”) and related draft lien releases, in each case, in customary form reasonably acceptable to Parent with respect to the SpinCo Financing; (vi) using reasonable best efforts in executing and delivering as of, but not effective before, the Closing, customary definitive financing documentation other Group Companies as may be reasonably requested by ParentBuyer to consummate the Financing, including pledge including: (A) the Financial Statements, (B) the Interim Financial Statements and security documents, guarantees, customary officer’s certificates, instruments, filings, security agreements, back up opinion certificates and other matters ancillary to, or required in connection with, the Parent Financing (including delivering, or directing the agent under any SpinCo Financing to deliver, the stock certificates for certificated securities with transfer powers executed in blankC) of the Company, its Subsidiaries and the SpinCo Entities to the extent required on and available, the Closing 2017 Audited Financial Statements and to the extent available, any interim consolidated financial statements for the Company for each fiscal quarter ended following the Balance Sheet Date by (and the terms corresponding period(s) of the Parent Financing; andprior fiscal year); (viiiv) at least three (3) Business Days prior furnishing to Buyer, for distribution to the Closing DateFinancing Related Parties, providing all documentation and other information relating to Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to be reasonably required by each lender for compliance with applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA PATRIOT U.S.A. Patriot Act of 2001 at least five (5) Business Days prior to Closing to the extent reasonably requested by Parent at least ten (10) Business Days prior to Closing; (v) participating in a reasonable number of meetings (including customary one-on-one meetings and conference calls with prospective purchasers, the Closing DateFinancing Related Parties and senior management and representatives, with appropriate seniority and expertise, of the Group Companies) at reasonable times as mutually agreed upon reasonable prior notice, presentations, road shows, due diligence sessions and sessions with rating agencies, and reasonably cooperating with the marketing efforts of Buyer and the Financing Related Parties; (vi) cooperating reasonably with the due diligence to be conducted by the Financing Related Parties, to the extent customary and reasonable and to the extent not unreasonably interfering with the ongoing operations of any Group Company, by supplying, to the extent available, customary due diligence materials and information with respect to the general affairs, management, prospects, financial position, stockholders’ equity or results of operations of the Group Companies and the tax, accounting, legal, regulatory and other issues relevant to the Group Companies; (vii) cooperating reasonably with Buyer in Buyer’s efforts to obtain consents, legal opinions, surveys, title insurance and insurance affidavits as reasonably requested by Buyer; (viii) providing customary authorization letters to the lenders of the Debt Financing authorizing the distribution of information to prospective lenders (subject to reasonable confidentiality provisions) and, with respect to any public-side version of such information, confirming that such version consists exclusively of information and documentation that does not contain information that is (A) of a type that would not be publicly available (or could be derived from publicly available information) if any Group Company was a public reporting company and (B) material with respect to any Group Company or any of their respective securities for purposes of foreign, United States Federal and state securities laws; and (ix) executing and delivering (or obtaining from its advisors), and causing all Group Companies to execute and deliver (or obtain from their advisors), customary certificates, accounting consent or comfort letters and other similar matters reasonably requested by Buyer, including, in any case, the consent of the Company’s independent accountants to the inclusion of their audit reports with respect to the Audited Financial Statements, the 2017 Audited Financial Statements and any other financial statements furnished pursuant to Section 5.9(b)(iii) and the audited annual financial statements of the Group Companies (or any predecessor) in any registration statement of the Buyer filed with the SEC relating to any financing and causing such independent accountants to provide customary comfort letters (including customary “negative assurance” comfort) covering the Audited Financial Statements, the 2017 Audited Financial Statements and any other financial statements furnished pursuant to Section 5.9(b)(iii) in connection with the Financing; provided that (xA) no such nothing in this ‎Section 5.9 will require any cooperation shall be required to the extent that it the same would (Ai) require Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to take any action that unreasonably interferes interfere with the ongoing business or operations of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicableGroup Companies, (B) require Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any fee, expense or other liability prior to the Closing for which it is not promptly reimbursed or indemnified by Parent in accordance with Section 5.3, (C) cause any representation or warranty of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, in this Agreement to be breached, (Dii) cause any condition to Closing closing set forth in ‎Article VI to fail to not be satisfied or otherwise cause any breach of this Agreement, (iii) cause any representation or warranty in this Agreement by Matrixto be breached, (iv) reasonably be expected to conflict with, violate, breach or otherwise contravene (x) any organizational document of the CompanyGroup Companies and/or (y) any Law, (B) none of the Group Companies shall be required to incur any liability in connection with the Financing prior to the Closing, (C) none of their Subsidiaries and the SpinCo Entitiespre-Closing directors, members, managers or general partners, as applicable, (E) be reasonably expected to cause any director, officer or employee of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any personal liability or (F) cause any breach of any applicable Law or any Contract to which Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, is a party and (y) Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, Group Companies shall not be required to enter intoadopt resolutions approving the agreements, executedocuments and instruments pursuant to which the Financing is obtained, or approve any agreement or other documentation or agree (D) none of the Group Companies shall be required to any change or modification of any existing agreement or other documentation that would be effective 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 Financing (other than such documents that are conditioned upon, and will not become effective until the execution Closing), (E) except as expressly provided above, no Group Company shall be required to take any corporate actions prior to the Closing to permit the consummation of customary authorization the Financing, (F) no Group Company shall be required to pay any commitment or other fee or have any liability or obligation, including any indemnification obligation, under any agreement or any document related to any debt financing, in each case, until the Closing and representation letters and (G) in no event shall the Company be in breach of this Section 5.9 because of its failure to deliver any certificate described financial or other information that is not currently readily prepared in the definition Ordinary Course at the time requested by the Buyer or for the failure to obtain review of “SpinCo Required Financial Information”)any financial or other information by its accountants. (bc) Parent Promptly following the request of the Company, the Buyer and/or Merger Sub will reimburse the Company for any reasonable out-of-pocket expenses (including attorneys’ fees) incurred by any Group Company in connection with the assistance required by this ‎Section 5.9. (d) Buyer and Merger Sub shall (i) indemnify and hold harmless Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, Group Companies and their respective Representatives (collectivelyofficers, the “Parent Financing Indemnitees”) employees and representatives from and against any and all out-of-pocket costs and expenses (including attorneys’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations that are finally determined in a judicial proceeding (and not subject to further appeal) to have directly or indirectly losses suffered or incurred by the Parent Financing Indemnitees them in connection with their cooperation the arrangement of any Financing and assistance obligations any information utilized in connection therewith. (e) Notwithstanding anything to the contrary, the condition set forth in this Section 5.3(b‎Section 6.3(b), except and only as it applies to the extent such costsCompany’s obligations under this ‎Section 5.9, expenses (including attorneys’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations resulted from fraud or shall be deemed satisfied unless the gross negligence, bad faith or willful misconduct Financing has not been obtained primarily as a result of Matrix, the Company, any ’s material breach of their Subsidiaries and the SpinCo Entities, as applicable or any its obligations under this ‎Section 5.9 (which breach has not been cured within five (5) Business Days after receipt of their respective Representatives, (ii) reimburse Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable for all reasonable, documented and invoiced out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred written notice thereof by Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable (and its and their respective Representatives) in connection with their cooperation and assistance obligations set forth in this Section 5.3(b) (provided that such reimbursement shall not include general auditor and legal expenses that Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, would have incurred regardless of whether cooperation was required pursuant to this Section 5.3Buyer). (cf) Matrix, the Company, any of their Subsidiaries Buyer acknowledges and the SpinCo Entities, as applicable hereby consents to the use of all of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, logos in connection with the Parent Financing; provided agrees that such logos are used solely in a manner that it is not intended a condition to or reasonably likely Closing under this Agreement for Buyer to harm or disparage Matrix, obtain the Company, any of their Subsidiaries and the SpinCo Entities, as applicable or the reputation or goodwill of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable. In addition, Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, agrees to use reasonable best efforts to supplement the written information (other than information of a general economic or industry specific nature) concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, provided pursuant to this Section 5.3 to the extent that any such information, to the Knowledge of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, contains any material misstatements of fact or omits to state any material fact necessary to make such information concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, taken as a whole, not misleading in any material respect as promptly as reasonably practicable after gaining Knowledge thereof. (d) Parent shall promptly, and in any event within three (3) Business Days thereof, notify the Company of (i) any reduction in, or termination of, the commitments under the Debt Commitment Letter delivered to Matrix as of the date hereof and (ii) the amount of any allocated Parent Financing, any proceeds of any Parent Financing or any commitments with respect to any Parent Financingalternative financing.

Financing Matters. (a) Prior to the Spin-Off, Matrix and the The Company and each of their Subsidiaries shall, and from shall cause its Subsidiaries to, and after the Spin-Off, the Company and each of the SpinCo Entities shall, shall use their its reasonable best efforts to cause its and their respective Representatives, including legal and accounting Representatives to, and to cause their Representatives to use reasonable best efforts tocooperate with Purchaser, provide to Parent such customary cooperation in connection with the arrangement of the Financing as may be reasonably requested by Parent related Purchaser, including (i) upon reasonable prior notice, participation in meetings, presentations, road shows, due diligence and drafting sessions and sessions with rating agencies and prospective investors, (and permitting members of senior management of the Business to any debt financing participate in such meetings, presentations, roadshows and sessions and using reasonable best efforts to cause the present and former independent accountants of the Business to participate in such drafting sessions, (ii) assisting with the preparation of materials for rating agency presentations, offering documents, offering memoranda, bank information memoranda, prospectuses, registration statements, marketing materials and similar documents (including MD&A and business description) required in connection with the transactions contemplated Financing, including execution and delivery of customary representation letters in connection with information memoranda and to permit Seller’s independent accountants to issue unqualified reports with respect to financial statements of the Company and its Subsidiaries to be included in the offering memorandum, prospectus, registration statement and any updated filings or amendments thereto, (iii) as promptly as practical (it being agreed that the Company shall use reasonable best efforts to act within the timeframes set forth in the Commitment Letter), furnishing Purchaser and its Financing sources with financial and other documents, materials and information regarding the Company and its Subsidiaries as may be reasonably requested by this Agreement the Purchaser, including all financial statements, financial data, audit opinions and other documents, materials and information pertaining to the Company and the Company’s Subsidiaries of the type described in paragraph 2 of Section A of Annex E thereto and such other information and data to the extent pertaining to the Company and required by the terms of the Commitment Letter or commitment letter for Alternative Financing for purposes of inclusion in the offering circular and/or syndication book required to market and/or syndicate the Financing or Alternative Financing to be disbursed at Closing (the “Parent Required Information“), (iv) using its commercially reasonable efforts to obtain prior to the Closing the consent of PricewaterhouseCoopers to permit the use of the Required Information in connection with offerings of securities by Purchaser and/or one or more of its Subsidiaries as contemplated by the Commitment Letter and to cause PricewaterhouseCoopers to provide a comfort letter in accordance with SAS 72 for any such offering, (v) executing and delivering any pledge and security agreements, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by Purchaser and otherwise reasonably facilitating the guarantees, security and pledging of collateral contemplated by the Financing”, including the loan, guarantee, security and collateral documentation, and (vi) facilitating the guarantees, security and pledging of collateral contemplated by the Financing, including the loan, guarantee, security and collateral documentation (including using reasonable best efforts (1) to effect the conversion of Owned Real Property from the Province of Nova Scotia’s Registry Act System to its Land Registration Act System prior to the Closing, (2) to enter into an agreement with Registrar General under the Land Registration Act (Nova Scotia) to allow, prior to completion of such conversion, the Purchaser financing sources to register deeds or charges under the Registry Act (Nova Scotia) at or prior to Closing in respect of such Owned Real Property and (3) in the case of the Timberlands, to obtain an exemption from the Registrar General under the Land Registration Act (Nova Scotia) from such conversion); provided, that (A) any agreements (other than management representation letters and any similar letters or agreements reasonably requested in connection with the Financing) executed by the Company or any of its Subsidiaries in connection with the foregoing shall only become effective upon the occurrence of the Closing, (B) such requested cooperation shall occur in a manner that does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and (C) neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing prior to the Closing, except to the extent conditioned on the occurrence of the Closing. (b) Purchaser shall, promptly upon written request by the Company and without the right to set-off, reimburse Seller and Company for all reasonable and documented out-of-pocket costs incurred by Seller and the Company or any of their respective Subsidiaries in connection with such cooperation (provided, that Purchaser shall not be obligated to reimburse the Company for any such costs incurred by the Company or its Subsidiaries following the Closing). Purchaser shall, without the right to set-off, indemnify and hold harmless Seller, the Company, their respective Subsidiaries and their respective Representatives from and against any and all Losses suffered or incurred by any of them in connection with the arrangement of the Financing (other than to the extent such losses arise from the gross negligence or willful misconduct of Seller, the Company, any of their respective Subsidiaries or their respective Representatives) and any information utilized in connection therewith (other than information relating to assist Parent the Company approved by the Company for use therein). All material, non-public information regarding the Company and its Subsidiaries provided to Purchaser or its Representatives pursuant to Section 5.09(a) shall be kept confidential by them in obtaining accordance with the Parent Confidentiality Agreements except for disclosure to potential investors as required in connection with the Financing subject to customary confidentiality protections. (c) Purchaser will use its reasonable best efforts to take, or cause to be taken, all actions necessary or advisable to satisfy on a timely basis all conditions applicable to the Financing that are within its control and, upon satisfaction of such conditions, to obtain the Financing, including: including (i) using reasonable best efforts to (x) satisfy on a timely basis all terms, covenants and conditions set forth in assisting the Commitment Letter; (y) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter; and (z) consummate the Financing on the terms and conditions set forth in preparation for the Commitment Letter at or prior to Closing; and participation in (including causing senior management of appropriate seniority and expertise to participate in), upon reasonable advance notice and at reasonable times, a reasonable number of meetings and calls (including customary one-on-one meetings with parties acting as lead arrangers, bookrunners or agents for, and prospective lenders and purchasers of, the Parent Financing), drafting sessions, rating agency presentations, road shows and due diligence sessions (including accounting due diligence sessions) and assisting Parent in obtaining ratings (but not any specific ratings) in respect of Parent and public ratings in respect of any debt issued or incurred as part of the Parent Financing from Standard & Poor’s Financial Services LLC and Xxxxx’x Investors Service, Inc. and in obtaining any legal opinions required in connection with the Parent Financing; (ii) seeking to enforce its rights under the Commitment Letter. If any Financing Commitment shall be terminated or ceases to be available for any reason, the Purchaser will use its reasonable best efforts to secure alternative financing upon terms that are not less beneficial to Purchaser, with respect to conditionality or, when taken together with all other sources of financing, loan amount than those set forth in the Commitment Letter as in effect on the date of this Agreement) (any such alternative financing, the “Alternative Financing“); provided, that, in no event shall Purchaser be required to enter into any Alternative Financing pursuant to which the cost of capital, fees or expenses to Purchaser shall exceed the cost of capital fees or expenses contemplated by the Financing. Purchaser will use its reasonable best efforts to arrange and cause disbursement of the Financing as promptly as practicable, taking into account the expected timing of the Marketing Period and the Termination Date, on the terms and conditions set forth in Commitment Letter or of the Alternative Financing, including using reasonable best efforts in assisting Parent to negotiate and its potential financing sources in the preparation of (A) customary bank information memoranda, customary offering documents, lender presentations, registration statements, prospectuses and other customary disclosure and similar marketing documents for any of the Parent Financing, including the execution and delivery of customary authorization and representation letters in connection with the disclosure and marketing materials relating to the Parent Financing authorizing the distribution of information relating to Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to prospective lenders and identifying any portion of such information that constitutes material, nonpublic information regarding Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, or their respective securities (in each case in accordance with customary syndication practices) and containing a representation that (to the extent accurate) the public-side version does not include material non-public information about Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, or their respective securities and (B) customary materials for rating agency presentations for the Parent Financing (all of the items in this clause (ii), collectively, the “Offering Materials”); (iii) delivering to Parent and its potential financing sources as promptly as reasonably practicable (and in no event later than (A) seven (7) days from the date hereof with respect to all SpinCo Required Financial Information as at and for the fiscal year ended December 31, 2020, (B) October 15, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021 (for the avoidance of doubt, without the Auditor Review, as defined below), (C) November 1, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021, which SpinCo Required Financial Information shall have been reviewed by the Company’s independent accountant in accordance with applicable auditing standards (the “Auditor Review”), (D) October 22, 2021, with respect to such ranges or “flash numbers” referenced in clause (c) of the definition of SpinCo Required Financial Information, which such ranges or “flash numbers” shall be updated no later than November 1, 2021, (E) November 15, 2021 with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended September 30, 2021 (for the avoidance of doubt with the Auditor Review as defined above), (F) for the fiscal year ended December 31, 2021, 60 days after such date and (G) for each fiscal quarter ending after January 1, 2022 and ending at least 40 days prior to the Closing Date, 40 days after the last day of each such quarter) the SpinCo Required Financial Information and other customary information enter into definitive agreements (including assistance with preparing customary projectionsflex provisions, financial estimates, forecasts and other forward-looking informationif any) in connection with the preparation of customary disclosure and marketing materials and the Offering Materials, as applicable; (iv) using reasonable best efforts in requesting its independent registered public accounting firm to provide customary assistance with the due diligence activities of Parent and its Parent Financing Sources and customary consents to the use of audit reports in any disclosure and marketing materials relating to the Parent Financing; (v) if the Simultaneous Closing does not occur, using reasonable best efforts (i) in arranging for and consummating the Closing Date Refinancing, and (ii) to obtain and deliver to Parent, at least three (3) Business Days prior to the Closing Date, an executed payoff letter (the “Payoff Letter”) and related draft lien releases, in each case, in customary form reasonably acceptable to Parent with respect to the SpinCo Financing; (vi) using reasonable best efforts Financing on other terms no less favorable, in executing and delivering as of, but not effective before, the Closing, customary definitive financing documentation as may be reasonably requested by Parent, including pledge and security documents, guarantees, customary officer’s certificates, instruments, filings, security agreements, back up opinion certificates and other matters ancillary to, or required in connection with, the Parent Financing (including delivering, or directing the agent under any SpinCo Financing to deliver, the stock certificates for certificated securities with transfer powers executed in blank) of the Company, its Subsidiaries and the SpinCo Entities to the extent required on the Closing Date by the terms of the Parent Financing; and (vii) at least three (3) Business Days prior to the Closing Date, providing all documentation and other information relating to Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicableaggregate, to be required by applicable “know your customer” Purchaser than the Commitment Letter and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by Parent at least ten (10) Business Days prior to the Closing Date; provided that (x) no such cooperation shall be required to the extent that it would (A) require Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to take any action that unreasonably interferes with the ongoing business or operations of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, (B) require Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any fee, expense or other liability prior to the Closing for which it is not promptly reimbursed or indemnified by Parent in accordance with Section 5.3, (C) cause any representation or warranty of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, in this Agreement to be breached, (D) cause any condition to Closing to fail to be satisfied or otherwise cause any breach violation of this Agreement by Matrix, the Company, any Section 5.09. Purchaser will furnish correct and complete copies of such definitive agreements to Seller promptly upon their Subsidiaries and the SpinCo Entities, as applicable, (E) be reasonably expected to cause any director, officer or employee of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any personal liability or (F) cause any breach of any applicable Law or any Contract to which Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, is a party and (y) Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, shall not be required to enter into, execute, or approve any agreement or other documentation or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing (other than the execution of customary authorization and representation letters and any certificate described in the definition of “SpinCo Required Financial Information”). (b) Parent shall (i) indemnify and hold harmless Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, and their respective Representatives (collectively, the “Parent Financing Indemnitees”) from and against any and all out-of-pocket costs and expenses (including attorneys’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations that are finally determined in a judicial proceeding (and not subject to further appeal) to have directly or indirectly suffered or incurred by the Parent Financing Indemnitees in connection with their cooperation and assistance obligations set forth in this Section 5.3(b), except and only to the extent such costs, expenses (including attorneys’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations resulted from fraud or the gross negligence, bad faith or willful misconduct of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable or any of their respective Representatives, (ii) reimburse Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable for all reasonable, documented and invoiced out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable (and its and their respective Representatives) in connection with their cooperation and assistance obligations set forth in this Section 5.3(b) (provided that such reimbursement shall not include general auditor and legal expenses that Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, would have incurred regardless of whether cooperation was required pursuant to this Section 5.3). (c) Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable hereby consents to the use of all of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, logos in connection with the Parent Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable or the reputation or goodwill of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable. In addition, Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, agrees to use reasonable best efforts to supplement the written information (other than information of a general economic or industry specific nature) concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, provided pursuant to this Section 5.3 to the extent that any such information, to the Knowledge of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, contains any material misstatements of fact or omits to state any material fact necessary to make such information concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, taken as a whole, not misleading in any material respect as promptly as reasonably practicable after gaining Knowledge thereofexecution. (d) Parent Purchaser shall keep Seller reasonably informed with respect to the status of the Financing and shall give Seller prompt notice of any material adverse change with respect to such Financing upon Purchaser or Sponsor acquiring actual knowledge thereof. Without limiting the foregoing, Purchaser agrees to notify Seller promptly, and in any event within three two (32) Business Days thereofDays, notify if at any time prior to the Company of Closing Date (i) any reduction inFinancing Commitment shall expire or be terminated for any reason, or termination of, the commitments under the Debt Commitment Letter delivered to Matrix as of the date hereof and (ii) any financing source that is a party to any Financing Commitment notifies Purchaser that such source no longer intends to provide financing to Purchaser on the amount terms set forth therein, or (iii) for any reason Purchaser no longer believes in good faith that it will be able to obtain all or any portion of Financing contemplated by the Financing Commitments on substantially the terms described therein or on other terms no less favorable, in the aggregate, to Purchaser. Purchaser shall not, and shall not knowingly permit any allocated Parent Financingof its Subsidiaries to, without the prior written consent of the Seller, take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing, that would reasonably be expected to materially impair, materially delay or prevent Purchaser’s obtaining of the Financing contemplated by any Financing Commitment. Purchaser shall not amend or alter, or agree to amend or alter, any proceeds Financing Commitment in any manner that would materially impair, materially delay or prevent the transactions contemplated by this Agreement without the prior written consent of any Parent Financing Seller (provided, that Purchaser may replace or any commitments amend the Commitment Letter to add or otherwise replace lenders, lead arrangers, bookrunners, syndication agents or similar entities, or otherwise so long as the terms are not less beneficial to Purchaser, with respect to conditionality or, when taken together with all other sources of financing, loan amount than those set forth in the Commitment Letter as in effect on the date of this Agreement). (e) If any Parent Financing Commitment shall be terminated or unavailable to Purchaser for any reason, Purchaser shall use its reasonable best efforts to obtain, and, if obtained, will provide Seller with a copy of definitive agreements with respect to the Alternative Financing. Purchaser shall keep Seller informed on a reasonably current basis of the status of its efforts to arrange the Financing. (f) References to the Financing in this Section 5.09 shall include any Alternative Financing (and the new financing commitment related thereto) entered into in accordance with Section 5.09(c) or (e). (g) Purchaser shall cause NewPage Corporation to comply with and be bound by the obligations of Purchaser in this Section 5.09 as if NewPage Corporation were Purchaser.

Financing Matters. (a) Prior to From the Spin-Offdate of this Agreement until the Acceptance Time, Matrix Topco and Parent shall, and shall cause its Subsidiaries to, cooperate with the Company and each of their its Subsidiaries shall, and from and after the Spin-Off, as reasonably requested by the Company and each of the SpinCo Entities shall, use their reasonable best efforts to, and to cause their Representatives to use reasonable best efforts to, provide to Parent such customary cooperation as may be reasonably requested by Parent related to any debt financing its Subsidiaries in connection with obtaining, or consummating the transactions contemplated by, the Consent Arrangement, including by (i) furnishing financial and other pertinent information of Topco and Parent and their respective Subsidiaries, which may include (a) on or prior to the date that is sixty days after the last day of the first, second and third fiscal quarter of Parent, Parent’s unaudited consolidated balance sheet as of the last day of the applicable quarter and related statements of operations, statements of changes in members’ equity and statements of cash flows for such fiscal quarter, (b) on or prior to the date that is one hundred and twenty days after the last day of the fiscal year, Parent’s audited consolidated balance sheet as of the last day of Parent’s fiscal year ending December 31, 2021 and related statements of operations, statements of changes in members’ equity and statements of cash flows for such fiscal year and (c) information necessary to show the pro forma impact of the transactions contemplated by this Agreement (on Parent, the “Parent Financing”) Company and to assist Parent in obtaining the Parent Financingtheir respective Subsidiaries, including: (i) using reasonable best efforts in assisting in preparation for and participation in (including causing senior management of appropriate seniority and expertise to participate in), upon reasonable advance notice and at reasonable times, a reasonable number of meetings and calls (including customary one-on-one meetings with parties acting as lead arrangers, bookrunners or agents forapplicable, and for the purpose of the preparation of any offering document or memorandum, lender presentation, bank information memorandum or similar documents, (ii) participating in meetings, presentations and sessions with existing or prospective lenders and purchasers ofratings agencies at reasonable times and upon reasonable notice and the preparation of materials for such meetings, presentations and sessions, (iii) giving of a parent company guarantee by Topco together with customary corporate and documentary conditions precedent consistent with the Parent Financingdeliverables under the relevant Company Debt Documents (including but not limited to copies of corporate and shareholder approvals, director certificates or incumbency certificates), drafting sessions(iv) providing pertinent information of Topco and Parent, rating agency presentations, road shows and due diligence sessions (including accounting due diligence sessions) their respective Subsidiaries and assisting Parent in obtaining ratings (but not any specific ratings) in respect of Parent and public ratings in respect of any debt issued or incurred as part of the Parent Financing from Standard & Poor’s Financial Services LLC and Xxxxx’x Investors Service, Inc. and in obtaining any legal opinions shareholders that is required in connection with the Parent Financing; (ii) using reasonable best efforts in assisting Parent and its potential any applicable debt financing sources in the preparation of (A) customary bank information memoranda, customary offering documents, lender presentations, registration statements, prospectuses and other customary disclosure and similar marketing documents for any of the Parent Financing, including the execution and delivery satisfaction of customary authorization and representation letters in connection with conditions under, or the disclosure and marketing materials relating to the Parent Financing authorizing the distribution of information relating to Matriximplementation or documentation of, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to prospective lenders and identifying any portion of such information that constitutes material, nonpublic information regarding Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, or their respective securities (in each case in accordance with customary syndication practices) and containing a representation that (to the extent accurate) the public-side version does not include material non-public information about Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, or their respective securities and (B) customary materials for rating agency presentations for the Parent Financing (all of the items in this clause (ii), collectively, the “Offering Materials”); (iii) delivering to Parent and its potential financing sources as promptly as reasonably practicable (and in no event later than (A) seven (7) days from the date hereof with respect to all SpinCo Required Financial Information as at and for the fiscal year ended December 31, 2020, (B) October 15, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021 (for the avoidance of doubt, without the Auditor Review, as defined below), (C) November 1, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021, which SpinCo Required Financial Information shall have been reviewed Consent Arrangements by the Company’s independent accountant in accordance with applicable auditing standards (the “Auditor Review”), (D) October 22, 2021, with respect to such ranges or “flash numbers” referenced in clause (c) of the definition of SpinCo Required Financial Information, which such ranges or “flash numbers” shall be updated no later than November 1, 2021, (E) November 15, 2021 with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended September 30, 2021 (for the avoidance of doubt with the Auditor Review as defined above), (F) for the fiscal year ended December 31, 2021, 60 days after such date and (G) for each fiscal quarter ending after January 1, 2022 and ending at least 40 days prior to the Closing Date, 40 days after the last day of each such quarter) the SpinCo Required Financial Information and other customary information (including assistance with preparing customary projections, financial estimates, forecasts and other forward-looking information) in connection with the preparation of customary disclosure and marketing materials and the Offering Materials, as applicable; (iv) using reasonable best efforts in requesting its independent registered public accounting firm to provide customary assistance with the due diligence activities of Parent and its Parent Financing Sources and customary consents to the use of audit reports in any disclosure and marketing materials relating to the Parent Financing; (v) if the Simultaneous Closing does not occur, using reasonable best efforts (i) in arranging for and consummating the Closing Date Refinancing, and (ii) to obtain and deliver to Parent, at least three (3) Business Days prior to the Closing Date, an executed payoff letter (the “Payoff Letter”) and related draft lien releases, in each case, in customary form reasonably acceptable to Parent with respect to the SpinCo Financing; (vi) using reasonable best efforts in executing and delivering as of, but not effective before, the Closing, customary definitive financing documentation as may be reasonably requested by Parent, including pledge and security documents, guarantees, customary officer’s certificates, instruments, filings, security agreements, back up opinion certificates and other matters ancillary to, or required in connection with, the Parent Financing (including delivering, or directing the agent relevant regulatory authorities under any SpinCo Financing to deliver, the stock certificates for certificated securities with transfer powers executed in blank) of the Company, its Subsidiaries and the SpinCo Entities to the extent required on the Closing Date by the terms of the Parent Financing; and (vii) at least three (3) Business Days prior to the Closing Date, providing all documentation and other information relating to Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to be required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by Parent at least ten regulations; and (10v) Business Days prior to the Closing Dateif applicable, obtaining customary payoff letters, lien releases, and instruments of termination or discharge; provided that (x) no such cooperation the Parent shall be required to the extent that it would (A) require Matrix, the Company, reimbursed for any of their Subsidiaries and the SpinCo Entities, as applicable, to take any action that unreasonably interferes with the ongoing business or operations of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, (B) require Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any fee, expense or other liability prior to the Closing for which it is not promptly reimbursed or indemnified by Parent in accordance with Section 5.3, (C) cause any representation or warranty of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, in this Agreement to be breached, (D) cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement by Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, (E) be reasonably expected to cause any director, officer or employee of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any personal liability or (F) cause any breach of any applicable Law or any Contract to which Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, is a party and (y) Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, shall not be required to enter into, execute, or approve any agreement or other documentation or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing (other than the execution of customary authorization and representation letters and any certificate described in the definition of “SpinCo Required Financial Information”). (b) Parent shall (i) indemnify and hold harmless Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, and their respective Representatives (collectively, the “Parent Financing Indemnitees”) from and against any and all reasonable out-of-pocket costs and expenses (including attorneys’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations that are finally determined in a judicial proceeding (and not subject to further appeal) to have directly or indirectly suffered or incurred by the Parent Financing Indemnitees in connection with their such cooperation and assistance obligations set forth in this Section 5.3(b)by Parent. No obligation of the Company or its Subsidiaries, except and only Topco or Parent under a certificate, document, agreement or instrument (other than, solely with respect to the extent Company and its Subsidiaries, any letter setting forth the terms and conditions of the Consent Arrangement) will be required to be effective until consummation of the Closing. (b) From the date of this Agreement until the Acceptance Time, Parent shall, and shall cause its Subsidiaries to, cooperate with the Company and its Subsidiaries as reasonably requested by the Company and its Subsidiaries in connection with obtaining, or consummating the transactions contemplated by, any Bridge Arrangement, including by (i) furnishing financial and other pertinent information of Parent and its Subsidiaries, which may include (a) on or prior to the date that is sixty days after the last day of the first, second and third fiscal quarter of Parent, Parent’s unaudited consolidated balance sheet as of the last day of the applicable quarter and related statements of operations, statements of changes in members’ equity and statements of cash flows for such costsfiscal quarter, expenses (including attorneysb) on or prior to the date that is one hundred and twenty days after the last day of the fiscal year, Parent’s audited consolidated balance sheet as of the last day of Parent’s fiscal year ending December 31, 2021 and related statements of operations, statements of changes in members’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations resulted from fraud or equity and statements of cash flows for such fiscal year and (c) information necessary to show the gross negligence, bad faith or willful misconduct pro forma impact of Matrixthe transactions contemplated by this Agreement on Parent, the Company, any of Company and their Subsidiaries and the SpinCo Entitiesrespective Subsidiaries, as applicable applicable, and for the purpose of the preparation of any offering document or any of their respective Representativesmemorandum, lender presentation, bank information memorandum or similar documents, (ii) reimburse Matrixparticipating in meetings, presentations and sessions with existing or prospective lenders and ratings agencies at reasonable times and upon reasonable notice and the Companypreparation of materials for such meetings, any presentations and sessions, (iii) cooperating with the creation and perfection of their pledge and security instruments effective as of the Acceptance Time including the giving of a parent company guarantee by Topco together with customary corporate and documentary conditions precedent consistent with the deliverables under the relevant Company Debt Documents (including but not limited to copies of corporate and shareholder approvals, director certificates or incumbency certificates), (iv) providing pertinent information of Parent, and its Subsidiaries and shareholders that is required in connection with the SpinCo Entitiesapplicable debt financing or Bridge Arrangement including the satisfaction of conditions under, as or the implementation or documentation of, such Bridge Arrangements by relevant regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; and (v) if applicable, obtaining customary payoff letters, lien releases, and instruments of termination or discharge; provided that the Parent shall be reimbursed for all reasonable, documented and invoiced any reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable (and its and their respective Representatives) Parent in connection with their such cooperation by Parent. No obligation of the Company or its Subsidiaries, Topco or Parent under a certificate, document, agreement or instrument (other than any letter setting forth the terms and assistance obligations set forth in this Section 5.3(bconditions of a Bridge Arrangement) (provided that such reimbursement shall not include general auditor and legal expenses that Matrix, will be required to be effective until consummation of the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, would have incurred regardless of whether cooperation was required pursuant to this Section 5.3)Closing. (c) MatrixThe Company hereto agrees to (i) keep the other parties informed on a reasonably current basis in reasonable detail of any material developments concerning the status of any Consent Arrangement and a Bridge Arrangement, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable hereby consents (ii) provide prompt notice to the use other parties hereto of any actual or threatened default or breach of any agreement related to any Consent Arrangement or a Bridge Arrangement, and (iii) comply with its obligations under any agreement related to any Consent Arrangement or a Bridge Arrangement in all of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, logos in connection with the Parent Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable or the reputation or goodwill of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable. In addition, Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, agrees to use reasonable best efforts to supplement the written information (other than information of a general economic or industry specific nature) concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, provided pursuant to this Section 5.3 to the extent that any such information, to the Knowledge of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, contains any material misstatements of fact or omits to state any material fact necessary to make such information concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, taken as a whole, not misleading in any material respect as promptly as reasonably practicable after gaining Knowledge thereofrespects. (d) Each of Parent and Company shall promptly, be responsible for 50% of all costs and expenses incurred in connection with any event within three Consent Arrangements and/or the Bridge Arrangements (3) Business Days thereof, notify the Company of (i) any reduction in, or termination of, the commitments under the Debt Commitment Letter delivered to Matrix as of the date hereof and (ii) the amount of any allocated Parent Financing, any proceeds of any Parent Financing or any commitments with respect to any Parent Financingif any).

Financing Matters. (a) Prior The Company shall, and shall cause the Company Subsidiaries to, and shall use its reasonable best efforts to the Spin-Off, Matrix cause its and the Company and each of their Subsidiaries shall, and from and after the Spin-Off, the Company and each of the SpinCo Entities shall, use their reasonable best efforts Subsidiaries’ Representatives to, at Parent’s sole cost and to cause their Representatives to use reasonable best efforts toexpense, provide to Parent such customary all cooperation as may be that is reasonably requested by Parent related to assist Parent in the arrangement of any third-party debt or equity financing (including the financing contemplated by the Commitment Letter) for the purpose of Transaction Amounts (the “Financing”), including, without limitation: (i) as promptly as reasonably practicable, furnishing to Parent and the Financing Parties the Required Information and such other information relating to the Company and its Subsidiaries customary or reasonably necessary for the completion of such Financing to the extent reasonably requested by Parent to assist in preparation of customary offering or information documents to be used for the completion of the Financing or otherwise in connection with the transactions contemplated marketing or placement of the Financing (it being understood and agreed that such material shall be deemed furnished if it is filed by this Agreement the Company with the SEC and available on the SEC’s XXXXX website) (“Financing Offering Materials”); (ii) cooperating with the “marketing efforts of Parent Financing”) and to assist Parent in obtaining the Parent FinancingFinancing Parties, including: (i) including using commercially reasonable best efforts in assisting in preparation for and participation in (including causing senior management of appropriate seniority and expertise to participate in), upon reasonable advance notice and at reasonable times, in a reasonable number of meetings and calls (including customary one-on-one requested meetings with the parties acting as lead arrangersunderwriters, bookrunners arrangers or agents for, and prospective lenders and purchasers of, the Parent Financing)Financing and the Company’s and any of the Company Subsidiaries’ senior management and Representatives, drafting sessions, rating agency presentations, road shows and due diligence sessions (including accounting roadshows, due diligence sessions) , drafting sessions and assisting Parent in obtaining ratings (but not any specific ratings) in respect of Parent and public ratings in respect of any debt issued or incurred as part of the Parent Financing from Standard & Poor’s Financial Services LLC and Xxxxx’x Investors Service, Inc. and in obtaining any legal opinions required sessions with rating agencies in connection with the Parent Financing; ; (iiiii) using commercially reasonable best efforts in assisting Parent to cause the Company’s and its potential financing sources in the preparation of (A) customary bank information memoranda, customary offering documents, lender presentations, registration statements, prospectuses and other customary disclosure and similar marketing documents for any of its Subsidiaries’ independent accountants, as reasonably requested, to provide reasonable assistance to Parent consistent with their customary practice (including to consent to the use of their audit reports on the consolidated financial statements of the Company and the Company Subsidiaries in any materials relating to the Financing or in connection with any filings made with the SEC or pursuant to the Securities Act or the Exchange Act, and to provide any “comfort letters” (including drafts thereof) necessary and reasonably requested by Parent in connection with any capital markets transaction comprising a part of the Financing (which such accountants would be prepared to issue at the time of pricing and at closing of any offering or placement of the Financing), including in each case, on customary terms and consistent with their customary practice) and to participate in reasonable and customary due diligence sessions; and (iv) to the extent that the Company or any of Company Subsidiaries are to be party to the Financing following the occurrence of the Effective Time, (x) facilitating and assisting with the execution and delivery at the Closing of definitive documents (including loan agreements, customary authorization guarantee documentation (if applicable) and representation letters in connection with the disclosure and marketing materials relating other applicable loan documents) related to the Parent Financing authorizing the distribution of information relating to MatrixFinancing, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to prospective lenders and identifying any portion of such information that constitutes material, nonpublic information regarding Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, or their respective securities (in each case in accordance with customary syndication practicesy) and containing a representation that (to the extent accurate) the public-side version does not include material non-public information about Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, or their respective securities and (B) customary materials for rating agency presentations for the Parent Financing (all of the items in this clause (ii), collectively, the “Offering Materials”); (iii) delivering to Parent and its potential financing sources as promptly as reasonably practicable (and in no event later than (A) seven (7) days from the date hereof with respect to all SpinCo Required Financial Information as at and for the fiscal year ended December 31, 2020, (B) October 15, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021 (for the avoidance of doubt, without the Auditor Review, as defined below), (C) November 1, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021, which SpinCo Required Financial Information shall have been reviewed requested by the Company’s independent accountant in accordance with applicable auditing standards (the “Auditor Review”), (D) October 22, 2021, with respect to such ranges or “flash numbers” referenced in clause (c) of the definition of SpinCo Required Financial Information, which such ranges or “flash numbers” shall be updated no later than November 1, 2021, (E) November 15, 2021 with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended September 30, 2021 (for the avoidance of doubt with the Auditor Review as defined above), (F) for the fiscal year ended December 31, 2021, 60 days after such date and (G) for each fiscal quarter ending after January 1, 2022 and ending Financing Parties at least 40 days ten (10) Business Days prior to the Closing Date, 40 days after the last day of each such quarter) the SpinCo Required Financial Information and other customary information (including assistance with preparing customary projections, financial estimates, forecasts and other forward-looking information) in connection with the preparation of customary disclosure and marketing materials and the Offering Materials, as applicable; (iv) using reasonable best efforts in requesting its independent registered public accounting firm to provide customary assistance with the due diligence activities of Parent and its Parent Financing Sources and customary consents providing to the use of audit reports in any disclosure and marketing materials relating to the Parent Financing; (v) if the Simultaneous Closing does not occur, using reasonable best efforts (i) in arranging for and consummating the Closing Date Refinancing, and (ii) to obtain and deliver to Parent, Financing Parties at least three (3) Business Days prior to the Closing Date, an executed payoff letter (the “Payoff Letter”) Date all customary and related draft lien releases, in each case, in customary form reasonably acceptable to Parent reasonable documentation and other information required by regulatory authorities with respect to the SpinCo Financing; (vi) using reasonable best efforts in executing and delivering as of, but not effective before, the Closing, customary definitive financing documentation as may be reasonably requested by Parent, including pledge and security documents, guarantees, customary officer’s certificates, instruments, filings, security agreements, back up opinion certificates and other matters ancillary to, or required in connection with, the Parent Financing (including delivering, or directing the agent Company under any SpinCo Financing to deliver, the stock certificates for certificated securities with transfer powers executed in blank) of the Company, its Subsidiaries and the SpinCo Entities to the extent required on the Closing Date by the terms of the Parent Financing; and (vii) at least three (3) Business Days prior to the Closing Date, providing all documentation and other information relating to Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to be required by applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA PATRIOT Act of 2001, as amended. (b) Notwithstanding anything to the contrary, nothing in Section 7.14(a) shall require such cooperation to the extent reasonably requested by Parent at least ten (10) Business Days prior to the Closing Date; provided that (x) no such cooperation shall be required to the extent that it would (A) unreasonably disrupt or interfere with the business or operations of the Company or the Company Subsidiaries or the conduct thereof, (B) require Matrixthe Company or any of the Company Subsidiaries to (x) pay any fees, incur or reimburse any costs or expenses, or make any payment in connection with the Financing, prior to the occurrence of the Acceptance Time (except to the extent Parent promptly reimburses (in the case of ordinary course out-of-pocket costs and expenses) or provides the funding (in all other cases) to the Company or such Company Subsidiary therefor), or (y) incur any liability in connection with the Financing that is effective prior to the occurrence of the Acceptance Time, (C) require the Company or any of the Company Subsidiaries to enter into any instrument or agreement (other than customary authorization and management representation letters), or agree to any change or modification to any instrument or agreement, that is effective prior to the occurrence of the Acceptance Time or that would be effective if the Acceptance Time does not occur, (D) require the Company or the Company Subsidiaries to prepare pro forma financial statements, (c) subject any director, officer, manager employee, accountant, legal counsel or other Representative of the Company or the Company Subsidiaries to any personal Liability, (F) in the reasonable judgment of the Company after consultation with its outside legal counsel, (x) result in the contravention of, or would reasonably be expected to result in a violation or breach of, or a default under, the Company’s organizational documents or any Company Subsidiary’s organizational documents, any Applicable Laws where such violation or breach would reasonably be expected to cause a material and adverse effect on the business of their Subsidiaries the Company and the SpinCo EntitiesCompany Subsidiaries or under any Material Contract where such violation or breach would reasonably be expected to cause a material and adverse effect on the business of the Company and the Company Subsidiaries or (y) require the Company to provide access to or disclose information that the Company reasonably determines would result in a loss or waiver of attorney-client privilege of the Company or Company Subsidiaries (in each case it being agreed that the Company shall give notice to Parent of the fact that it is withholding such information or documents pursuant to this clause (F), as applicableand thereafter the Company and Parent shall reasonably cooperate to cause such information to be provided in a manner that would not reasonably be expected to violate the applicable restriction or waive the applicable privilege or protection), (G) require the Company or any Company Subsidiary (or board of directors or similar governing body thereof) to adopt any resolution or take any similar actions approving any Financing that are not conditioned upon or contemplated to be effective prior to the occurrence of the Closing, or (H) require any of the Company or any Company Subsidiary to take any action that unreasonably interferes would (1) violate any applicable confidentiality obligation of Company or any Company Subsidiaries that is in effect as of the date hereof, is binding with respect to such information, and for which consent to disclosure has not been obtained (provided that, to the ongoing business or operations of Matrixextent possible, the Company, any parties shall cooperate in good faith to permit disclosure of their Subsidiaries and the SpinCo Entities, as applicable, such information or to permit such action in a manner that preserves compliance with such confidentiality obligation) or (B2) require Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any fee, expense or other liability prior to the Closing for which it is not promptly reimbursed or indemnified by Parent directly result in accordance with Section 5.3, (C) cause any representation or warranty of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, in this Agreement to be breached, (D) cause any condition to Closing to fail to be satisfied by the End Date or otherwise cause any directly result in a breach of this Agreement by MatrixCompany’s or any Company Subsidiary. (c) Without limiting the foregoing clause, Xxxxxx agrees, promptly upon request, to reimburse the Company, any Company and its Subsidiaries for all of their Subsidiaries reasonable out-of-pocket costs, fees and expenses (including reasonable out-of-pocket fees and disbursements of counsel) in connection with the SpinCo EntitiesFinancing promptly following the incurrence thereof (but excluding any costs, as applicablefees and expenses of preparing the Required Information, (E) be reasonably expected to cause any director, officer or employee of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any personal liability or (F) cause any breach of any applicable Law or any Contract to which Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, is a party and (y) Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, shall not be required to enter into, execute, or approve any agreement or other documentation or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing (other than the execution of customary authorization and representation letters and any certificate described in the definition of “SpinCo Required Financial Information”reimbursed). (b) . Parent shall (i) indemnify and hold harmless Matrix, the Company, any of their the Company Subsidiaries and the SpinCo Entities, as applicable, and their respective Representatives (collectively, the “Parent Financing Indemnitees”including reasonable out-of-pocket fees and disbursements of counsel) from and against any and all out-of-pocket costs and expenses (including attorneys’ fees)liabilities, judgmentsobligations, fineslosses, damages, claims, lossescosts, penalties, damages, interestexpenses, awards, liabilities or obligations that are finally determined in a judicial proceeding (judgments and not subject to further appeal) to have directly or indirectly penalties of any type actually suffered or incurred by the Parent Financing Indemnitees any of them in connection with any action taken, or cooperation provided, by the Company or the Company Subsidiaries or any of their cooperation and assistance obligations set forth respective Representatives at the request of Parent pursuant to Section 7.14(a) and/or otherwise at Parent’s written request in this Section 5.3(bconnection with the Financing and/or the provision of information utilized in connection therewith (other than information provided in writing by or on behalf of the Company or any of the Company Subsidiaries specifically for use in connection with the Financing); in each case, except and only to the extent that any such costsobligations, expenses (including attorneys’ fees)losses, judgments, finesdamages, claims, lossescosts, penalties, damages, interestexpenses, awards, judgments and penalties, fees, costs or other liabilities are suffered or obligations resulted from fraud or the gross negligence, bad faith or willful misconduct incurred as a result of Matrix, the Company’s, any of their Subsidiaries and the SpinCo Entities, as applicable Company Subsidiaries’ or any of their respective Representatives’ gross negligence, (ii) reimburse Matrixbad faith, the Company, any willful misconduct or material breach of their Subsidiaries and the SpinCo Entities, as applicable for all reasonable, documented and invoiced out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable (and its and their respective Representatives) in connection with their cooperation and assistance obligations set forth in this Section 5.3(b) (provided that such reimbursement shall not include general auditor and legal expenses that Matrix, the Company, any of their Subsidiaries and the SpinCo EntitiesAgreement, as applicable, would have incurred regardless in each case, as determined in a final, non-appealable decision from a court of whether cooperation was required pursuant to this Section 5.3)competent jurisdiction. (cd) MatrixNotwithstanding this Section 7.14 or anything else in this Agreement, each of Parent and Merger Sub acknowledges and agrees that the Company, obtaining of the Financing is not a condition to the Closing nor to any of their Subsidiaries and the SpinCo Entities, as applicable its other obligations under this Agreement. (e) The Company hereby consents to the use of all of Matrix, the Company, any of their Subsidiaries its and the SpinCo Entities, as applicable, its Subsidiaries’ logos in connection with the Parent Financing; , provided that such logos are used solely in a customary manner that is not intended to or reasonably likely to harm or disparage Matrix, the Company, Company or any of their its Subsidiaries and the SpinCo Entities, as applicable or the reputation or goodwill of Matrix, the Company, Company or any of their its Subsidiaries and on such other customary terms and conditions as the SpinCo EntitiesCompany shall reasonably impose. (f) Notwithstanding anything to the contrary provided herein or in the Confidentiality Agreement, Parent shall be permitted to share all information subject to such agreements with its actual or potential financing sources (including agents, arrangers, initial purchasers or underwriters and other Financing Parties) and their Representatives in connection with a Financing, subject to confidentiality undertakings customary for Financing transactions of the same type as applicable. In additionsuch Financing) by such actual or potential financing sources for such Financing with respect thereto. (g) The Company will use its reasonable best efforts, Matrixand will cause each of the Company Subsidiaries to use its respective reasonable best efforts, the Company, to update any of their Subsidiaries Required Information provided to Parent and the SpinCo Entities, Financing Parties as applicable, agrees to use reasonable best efforts to supplement may be necessary so that such Required Information meets the written information (other than information applicable requirements set forth in the definition of a general economic or industry specific nature) concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, provided pursuant to this Section 5.3 to the extent that any “Required Information,” such information, to the Knowledge of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, contains any material misstatements of fact or omits to state any material fact necessary to make such information concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicableRequired Information does not , taken as a whole, not misleading in contain any untrue statement of a material fact regarding the Company and the Company Subsidiaries or omit to state any material respect as promptly as reasonably practicable after gaining Knowledge thereoffact regarding the Company and its Subsidiaries necessary in order to make such Required Information not materially misleading, such Required Information complies in all material respects with all applicable requirements of Regulation S-K and Regulation S-X under the Securities Act for a registered public offering of non-convertible debt securities to the extent applicable hereto, and the financial statements and other financial information included in such Required Information would not be deemed stale or otherwise be unusable under customary practices for offerings of registered debt securities. The Company will notify Parent if any of the Required Information or any other information provided pursuant to this Section 7.14 is found to have contained any untrue statement of a material fact or to have omitted to state a material fact necessary in order to make the statements contained therein not materially misleading. (dh) If Parent reasonably requests, the Company will file a Current Report on Form 8-K pursuant to the Exchange Act that contains material non-public information with respect to the Company and the company Subsidiaries, which Parent reasonably determines (and the Company does not unreasonably object) to include in a customary “public side” offering or marketing document in each case in connection with the Financing. (i) Parent shall promptlyuse commercially reasonable efforts to give the Company an opportunity to review any marketing materials in connection with the Financing that identify the Company or any of its Subsidiaries by name, prior to the dissemination of such materials to any actual or potential Financing sources. . (j) Following the Company’s request from time to time, Parent shall provide the Company an update regarding any material developments in respect of any Financing. (k) The Company shall, and in any event within three (3) Business Days thereof, notify shall cause the Company Subsidiaries to, deliver all notices and take all other actions required to facilitate the termination of commitments in respect of the Company Credit Agreement, repayment in full of all obligations in respect of such Indebtedness (iother than contingent obligations for which no claims have been made as of such repayment) and release of any reduction in, or termination ofLiens securing such Indebtedness and guarantees in connection therewith at the Acceptance Time. In furtherance and not in limitation of the foregoing, the commitments under Company and the Debt Commitment Letter delivered Company Subsidiaries shall use reasonable best efforts to Matrix as of deliver to Parent by the date hereof Acceptance Time a payoff letter and (ii) the amount of any allocated Parent Financing, any proceeds of any Parent Financing or any commitments related release documentation with respect to the Company Credit Agreement (collectively, “Payoff Letter”) in form and substance customary for transactions of this type, from the agent on behalf of the Persons to whom such Indebtedness is owed, which Payoff Letter shall, among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of the Company and the Company Subsidiaries securing such Indebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the Payoff Letter at or prior to the Acceptance Time, be released and terminated (and shall evidence and effect such termination (including of record)); provided, that Parent Financingshall provide, or cause to be provided, all funds required to effect such repayment at or prior to the Acceptance Time.

Financing Matters. (a) Prior If the Purchaser (or Westlake) decides to the Spin-Off, Matrix and the Company and each of their Subsidiaries shall, and from and after the Spin-Off, the Company and each of the SpinCo Entities shall, use their reasonable best efforts to, and to cause their Representatives to use reasonable best efforts to, provide to Parent such customary cooperation as may be reasonably requested by Parent related to obtain any debt financing (such financing, the “Financing”) from a Financing Source in connection with the transactions contemplated by this Agreement Agreement, Seller and the Other Sellers shall cause the Target Companies to use their best reasonable efforts to provide to the Purchaser (or Westlake) such cooperation as may be reasonably requested by the “Parent Financing”Purchaser (or Westlake) and to assist Parent it in obtaining arranging the Parent Financing to the extent customary in connection with the arranging of the Financing, includingwhich such cooperation shall include using reasonable best efforts to: (i) using reasonable best efforts in assisting in preparation for and participation in furnish to the Purchaser (including causing senior management of appropriate seniority and expertise to participate in), upon reasonable advance notice and at reasonable times, a reasonable number of meetings and calls (including customary one-on-one meetings with parties acting as lead arrangers, bookrunners or agents for, and prospective lenders and purchasers of, the Parent Financing), drafting sessions, rating agency presentations, road shows and due diligence sessions (including accounting due diligence sessionsWestlake) and assisting Parent in obtaining ratings the Financing Sources as promptly as practicable with financial information and other pertinent information regarding the Target Companies as may be reasonably requested (but not and updated as reasonably requested) by the Purchaser (or Westlake) to consummate the Financing; provided, that to the extent any specific ratings) in respect of Parent and public ratings in respect of any debt issued information would be unusable under customary practices for such purposes, such information shall be promptly updated with replacements or incurred as part of the Parent Financing from Standard & Poor’s Financial Services LLC and Xxxxx’x Investors Servicerestatements thereof, Inc. and in obtaining any legal opinions required in connection with the Parent Financingor supplements thereto; (ii) issue customary representation letters and using best reasonable best efforts in assisting Parent and its potential financing sources in the preparation of (A) customary bank information memorandato obtain consents, customary offering documents, lender presentations, registration statements, prospectuses authorization letters and other customary disclosure and similar marketing documents for comfort letters from Target Companies’ independent accountants (including “negative assurance” comfort on any of the Parent Financing, including the execution and delivery of customary authorization and representation letters in connection with the disclosure and marketing materials relating to the Parent Financing authorizing the distribution of information relating to Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to prospective lenders and identifying any portion of such information that constitutes material, nonpublic information regarding Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, interim or their respective securities (in each case in accordance with customary syndication practices) and containing a representation that (to the extent accurate) the public-side version does not include material non-public information about Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, or their respective securities and (B) customary materials for rating agency presentations for the Parent Financing (all of the items in this clause (ii), collectively, the “Offering Materials”stub period financial information); (iii) delivering to Parent and its potential financing sources as promptly as reasonably practicable (and in no event later than (A) seven (7) days provide customary certificates from the date hereof Target Companies with respect to all SpinCo Required Financial Information as at and for the fiscal year ended December 31, 2020, (B) October 15, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021 (for the avoidance of doubt, without the Auditor Review, as defined below), (C) November 1, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021, which SpinCo Required Financial Information shall have been reviewed information provided by the Company’s independent accountant Target Companies in accordance with applicable auditing standards (the “Auditor Review”), (D) October 22, 2021, with respect to such ranges or “flash numbers” referenced in clause (c) of the definition of SpinCo Required Financial Information, which such ranges or “flash numbers” shall be updated no later than November 1, 2021, (E) November 15, 2021 with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended September 30, 2021 (for the avoidance of doubt with the Auditor Review as defined above), (F) for the fiscal year ended December 31, 2021, 60 days after such date and (G) for each fiscal quarter ending after January 1, 2022 and ending at least 40 days prior to the Closing Date, 40 days after the last day of each such quarter) the SpinCo Required Financial Information and other customary information any offering memorandum (including assistance with preparing customary projections, financial estimates, forecasts and other forward-looking informationany private placement memorandum or prospectus) or bank information memorandum used in connection with the preparation of customary disclosure and marketing materials and the Offering Materials, as applicableFinancing; (iv) using reasonable best efforts in requesting its independent registered public accounting firm to provide customary assistance with furnish the due diligence activities of Parent and its Parent Financing Sources and customary consents to the use of audit reports in any disclosure and marketing materials relating to the Parent Financing; Purchaser (vor Westlake) if the Simultaneous Closing does not occur, using reasonable best efforts (i) in arranging for and consummating the Closing Date Refinancing, and (ii) to obtain and deliver to Parent, at least three (3) Business Days prior to the Closing Date, an executed payoff letter (the “Payoff Letter”) and related draft lien releases, in each case, in customary form reasonably acceptable to Parent with respect to the SpinCo Financing; (vi) using reasonable best efforts in executing and delivering as of, but not effective before, the Closing, customary definitive financing documentation such information as may be reasonably requested by Parent, including pledge and security documents, guarantees, customary officer’s certificates, instruments, filings, security agreements, back up opinion certificates and other matters ancillary to, or required in connection with, the Parent Financing (including delivering, or directing the agent under any SpinCo Financing to deliver, the stock certificates for certificated securities with transfer powers executed in blank) of the Company, its Subsidiaries and the SpinCo Entities to the extent required on the Closing Date by the terms of the Parent Financing; and (vii) at least three (3) Business Days prior to the Closing Date, providing all documentation and other information relating to Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to be required by applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA PATRIOT ACT, Title III of Pub. L. 107-56 (signed into law October 26, 2001) and the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act; and (v) cooperate in the reasonable and customary due diligence of the Target Companies (including with respect to United States Office of Foreign Asset Control, sanctions Law, United States Foreign Corrupt Practices Act to and cybersecurity matters) by any Financing Sources providing the extent reasonably requested by Parent at least ten Financing (10or their legal advisors) Business Days prior to (it being understood that Seller and the Closing Date; provided that (x) no such cooperation Target Companies shall be required to the extent that it would given (A) a reasonable amount of time to review and respond to all diligence requests and (B) reasonable advance notice of other diligence activities, which shall occur during normal business hours of the applicable Target Companies). (b) Nothing in this Section 6.20 will require Matrix, the Company, Seller or any of their Subsidiaries and the SpinCo Entities, as applicable, Target Company to take (i) engage in any action that would, in the good faith determination of the Seller, unreasonably interferes interfere with the ongoing business or operations of Matrix, the any Target Company, any of their Subsidiaries and the SpinCo Entities, as applicable, (B) require Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any fee, expense or other liability prior to the Closing for which it is not promptly reimbursed or indemnified by Parent in accordance with Section 5.3, (Cii) cause any covenant, representation or warranty of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, in this Agreement to be breached, (Diii) cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement by Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicableAgreement, (Eiv) be reasonably expected require the Target Companies to cause provide any director, officer information the disclosure of which is prohibited or employee of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any personal liability or (F) cause any breach of any restricted under applicable Law or any Contract to which Matrix, the Company, any binding agreement with a third party or is legally privileged or consists of their Subsidiaries and the SpinCo Entities, as applicable, is a party attorney work product (provided that (x) no such obligation shall be entered into primarily because of this sentence and (y) Matrixthe applicable Target Company shall notify the Purchaser of the nature of the information that is not being provided on the basis of such Law, binding agreement, legal privilege or attorney-client privilege solely to the extent the Target Company is able to do so without violating the applicable obligation or privilege), (v) require any Target Company to take any action that will conflict with or violate its organizational documents as in effect on the date hereof, any Laws or result in a violation or breach of, or default under, any agreement to which such Target Company is a party as of the date hereof, (vi) require the Seller, the Company, Target Companies or any Persons who are directors of the Seller or any of their Subsidiaries and the SpinCo EntitiesTarget Companies to pass resolutions or consents to approve or authorize the execution of the Financing or any other financing of Purchaser (or a parent entity of the Purchaser) in connection with the transactions contemplated by this Agreement or any other matter or execute or deliver any certificate, as applicabledocument, shall not be required to enter into, execute, instrument or approve any agreement or other documentation or agree to any change or modification of any existing agreement certificate, document, instrument or agreement, in each case, prior to the Closing, (vii) require the Seller or any of the Target Companies to pay any commitment or other documentation that would be effective similar fee prior to the Closing or incur any other liability or other obligation prior to Closing or have any obligation of the Seller or any of the Target Companies under any agreement, certificate, document or instrument (other than this Agreement) be effective until the execution Closing, (viii) cause any director, officer or employee or stockholder of customary authorization and representation letters and the Seller or any certificate described of the Target Companies to incur any personal liability or (ix) in the definition reasonable opinion of “SpinCo Required Financial Information”)Seller’s outside counsel, disclose information that would create material risk from an antitrust or competition Law point of view. (bc) Parent The Purchaser shall (i) indemnify and hold harmless Matrixfrom time to time, promptly upon request by the Seller or any Target Company, any of their Subsidiaries reimburse Seller and the SpinCo Entities, as applicable, Target Companies for all reasonable and their respective Representatives (collectively, the “Parent Financing Indemnitees”) from and against any and all documented out-of-pocket costs and expenses incurred by Seller or any Target Company (including attorneys’ feesthe reasonable and documented expenses of counsel to Seller and the Target Companies solely in connection with the financing cooperation contemplated by this Section 6.20) in connection with the financing cooperation contemplated by this Section 6.20 to the extent such costs or expenses are incurred by Seller or any Target Company after the date of this Agreement; provided that Purchaser shall not be required to reimburse the Seller or any Target Company for any costs and expenses incurred by the Seller or any Target Company with respect to financial statements, financial information or other materials (x) prepared prior to the date hereof that may be used in connection with any financing contemplated by this Section 6.20 or (y) prepared after the date hereof (i) in connection with the applicable requirements of applicable Law or (ii) in the Ordinary Course of Business (including, for the avoidance of doubt, the financial statements and information contemplated by Section 6.20(b)(ix)). (d) The Purchaser shall indemnify and hold harmless the Seller, the Other Sellers and the Target Companies from and against any and all Losses (including losses arising from non-monetary obligations but excluding in any event lost profits), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations that are finally determined in a judicial proceeding (and not subject to further appeal) to have directly or indirectly suffered or incurred by the Parent Financing Indemnitees any of them in connection with any of their cooperation and or assistance obligations set forth pursuant to Section 6.20(a) above or in this Section 5.3(b)connection with the Financing, except and only to the extent such costsLosses are caused by the bad faith, expenses (including attorneys’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations resulted from fraud or the gross negligence, bad faith negligence or willful misconduct of Matrixthe Seller, the Company, any of their Subsidiaries and Other Sellers or the SpinCo Entities, as applicable or any of their respective Representatives, (ii) reimburse Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable for all reasonable, documented and invoiced out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable (and its and their respective Representatives) in connection with their cooperation and assistance obligations set forth in this Section 5.3(b) (provided that such reimbursement shall not include general auditor and legal expenses that Matrix, the Company, any of their Subsidiaries and the SpinCo EntitiesTarget Companies, as applicable, would have incurred regardless of whether cooperation was required pursuant to this Section 5.3). (ce) Matrix, the Company, any of their Subsidiaries Seller and the SpinCo Entities, as applicable Other Sellers hereby consents to the use of all of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, Target Companies’ logos in connection with the Parent Financing; provided provided, that such logos are shall be used solely in a manner that is not intended to or reasonably likely to harm harm, disparage or disparage Matrixotherwise adversely affect the Target Companies or is reasonably expected to violate any existing material contractual obligation (other than any such contract that is among the Seller, the CompanyOther Sellers, the Target Companies or any of their Subsidiaries and Affiliates) of the SpinCo Entities, as applicable or the reputation or goodwill of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable. In addition, Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, agrees to use reasonable best efforts to supplement the written information Target Companies (other than information of a general economic or industry specific nature) concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, provided pursuant to this Section 5.3 to the extent that any such information, existing material contractual obligation of the Target Companies has been disclosed to the Knowledge Purchaser a reasonable time prior to the use by the Purchaser of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, contains any material misstatements of fact or omits to state any material fact necessary to make such information concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, taken as a whole, not misleading in any material respect as promptly as reasonably practicable after gaining Knowledge thereoflogos). (df) Parent shall promptlySeller and each Other Seller, for itself and in on behalf of each of the Target Companies, hereby expressly authorizes the use of the financial statements and any event within three (3) Business Days thereof, notify other financial information provided by the Company of (i) any reduction in, or termination ofSeller, the commitments Other Seller or the Target Companies under the Debt Commitment Letter delivered to Matrix as Section 6.20 for purposes of the date hereof and (ii) the amount of any allocated Parent Financing, any proceeds of any Parent Financing or any commitments with respect to any Parent Financing.

Financing Matters. (a) Prior Seller shall use its commercially reasonable efforts to provide, and shall cause the Acquired Company Entities to use their commercially reasonable efforts to provide, to the Spin-OffBuyer Parties, Matrix and at the Company and each of their Subsidiaries shallBuyer Parties’ sole expense, at any time and from and after time to time prior to the Spin-OffClosing Date, the Company and each of the SpinCo Entities shall, use their reasonable best efforts to, and to cause their Representatives to use reasonable best efforts to, provide to Parent such customary all cooperation as may be reasonably requested in writing by Parent related to any debt financing the Buyer Parties that is necessary, proper or advisable in connection with the transactions contemplated by this Agreement (arrangement of the “Parent Financing”) and to assist Parent in obtaining the Parent Financing, includingincluding using commercially reasonable efforts with respect to the following: (i) using reasonable best efforts as promptly as reasonably practicable (and in any event, no later than the applicable dates specified in Paragraph 5(b) of the Conditions Exhibit of the Commitment Letter), furnishing the Buyer Parties with the Required Information; (ii) as promptly as reasonably practicable, informing the Buyer Parties 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 IFRS; (iii) to the extent reasonably determined by the Buyer Parties to be necessary or advisable in connection with the Financing prior to the Closing, assisting in the preparation for and participation participating in the customary marketing efforts for the Financing contemplated by the Commitment Letter (including causing senior management of appropriate seniority including, prior to and expertise to participate in), upon reasonable advance notice and at reasonable timesduring the Marketing Period, a reasonable number of meetings and calls (including customary one-on-one meetings with parties acting as lead arrangersmeetings, bookrunners or agents forpresentations, and prospective lenders and purchasers ofcalls, the Parent Financing)roadshows, due diligence sessions, drafting sessionssessions and sessions with rating agencies) and assisting the Buyer Parties in obtaining ratings in connection with the Financing; (iv) reasonably assisting the Buyer Parties and the Financing Parties, in advance of and during the Marketing Period, with the preparation of bank information memoranda, lender presentations, investor presentations, rating agency presentations, road shows presentations and due diligence sessions (including accounting due diligence sessions) and assisting Parent in obtaining ratings (but not any specific ratings) in respect of Parent and public ratings in respect of any debt issued or incurred as part of the Parent Financing from Standard & Poor’s Financial Services LLC and Xxxxx’x Investors Service, Inc. and in obtaining any legal opinions similar documents required in connection with the Parent Financing, including reviewing and commenting on the Buyer Parties’ draft of a business description with respect to the Acquired Company Entities to be included in marketing materials; (iiv) using reasonable best efforts reasonably assisting the Buyer Parties, in assisting Parent advance of and its potential financing sources during the Marketing Period, in connection with the preparation of pro forma financial information and pro forma financial statements to the extent necessary or reasonably requested to satisfy a Financing Condition (including by using efforts to procure the cooperation of the independent auditors of BidCo and its Subsidiaries, to the extent reasonably necessary) as promptly as reasonably practicable; provided that such assistance shall consist of the provision of historical financial information regarding BidCo and its Subsidiaries (including reasonably assisting the Buyer Parties to reconcile or adjust BidCo’s historical financial statements from IFRS to GAAP) that is reasonably available from their books and records and reasonably determined by the Buyer Parties to be necessary to prepare pro forma financial statements as of and for the fiscal period ended December 31, 2019 and for the most recent interim period for which unaudited financial statements of Bidco and its consolidated subsidiaries either have been delivered or were required to be delivered pursuant to this Agreement (or the corresponding trailing twelve month period); (vi) reasonably cooperating in connection with the redemption, prepayment or discharge (or defeasance), in each case which is fully effective as of the Closing, of any indebtedness of, or guaranteed by, the Acquired Company Entities, including delivery of notices and deliverables with respect thereto, and the release of any liens in connection therewith; (vii) reasonably cooperating with the Buyer Parties in connection with the provision of guarantees and collateral by the Acquired Company Entities or their respective Subsidiaries (which shall occur no earlier than the Closing) in connection with the Financing, but only to the extent reasonably necessary to meet the deadline for provision of guarantees and collateral pursuant to the terms of the Financing; and (viii) providing (A) customary bank information memoranda, customary offering documents, lender presentations, registration statements, prospectuses and other customary disclosure and similar marketing documents for any of the Parent Financing, including the execution and delivery of customary authorization and representation letters in connection with the disclosure and marketing materials relating to the Parent Financing Parties authorizing the distribution of information relating to Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to prospective lenders and identifying any portion investors and/or lenders, containing customary representations on behalf of the Acquired Company Entities to the Financing Parties consistent with the Commitment Letter, including that the public side versions of such information that constitutes material, nonpublic information regarding Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, or their respective securities (in each case in accordance with customary syndication practices) and containing a representation that (to the extent accurate) the public-side version does documents do not include material non-public information about Matrix, the Company, any Seller or the Acquired Company Entities or their securities and a “10b-5” representation with respect to the accuracy of their Subsidiaries the information contained in the disclosure and marketing materials with respect to the Seller and the SpinCo Entities, as applicable, or their respective securities Acquired Company Entities and (B) customary materials for rating agency presentations for the Parent Financing (all of the items in this clause (ii), collectively, the “Offering Materials”); (iii) delivering to Parent and its potential financing sources as promptly as reasonably practicable (and in no event later than (A) seven (7) days from the date hereof with respect to all SpinCo Required Financial Information as at and for the fiscal year ended December 31, 2020, (B) October 15, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021 (for the avoidance of doubt, without the Auditor Review, as defined below), (C) November 1, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021, which SpinCo Required Financial Information shall have been reviewed by the Company’s independent accountant in accordance with applicable auditing standards (the “Auditor Review”), (D) October 22, 2021, with respect to such ranges or “flash numbers” referenced in clause (c) of the definition of SpinCo Required Financial Information, which such ranges or “flash numbers” shall be updated no later than November 1, 2021, (E) November 15, 2021 with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended September 30, 2021 (for the avoidance of doubt with the Auditor Review as defined above), (F) for the fiscal year ended December 31, 2021, 60 days after such date and (G) for each fiscal quarter ending after January 1, 2022 and ending at least 40 days prior to the Closing Date, 40 days after the last day of each such quarter) the SpinCo Required Financial Information and other customary information (including assistance with preparing customary projections, financial estimates, forecasts and other forward-looking information) in connection with the preparation of customary disclosure and marketing materials and the Offering Materials, as applicable; (iv) using reasonable best efforts in requesting its independent registered public accounting firm to provide customary assistance with the due diligence activities of Parent and its Parent Financing Sources and customary consents to the use of audit reports in any disclosure and marketing materials relating to the Parent Financing; (v) if the Simultaneous Closing does not occur, using reasonable best efforts (i) in arranging for and consummating the Closing Date Refinancing, and (ii) to obtain and deliver to Parent, at least three (3) Business Days prior to the Closing Date, an executed payoff letter (the “Payoff Letter”) and related draft lien releases, in each case, in customary form reasonably acceptable to Parent with respect to the SpinCo Financing; (vi) using reasonable best efforts in executing and delivering as of, but not effective before, the Closing, customary definitive financing documentation as may be reasonably requested by Parent, including pledge and security documents, guarantees, customary officer’s certificates, instruments, filings, security agreements, back up opinion certificates and other matters ancillary to, or required in connection with, the Parent Financing (including delivering, or directing the agent under any SpinCo Financing to deliver, the stock certificates for certificated securities with transfer powers executed in blank) of the Company, its Subsidiaries and the SpinCo Entities to the extent required on the Closing Date by the terms of the Parent Financing; and (vii) at least three (3) Business Days prior to the Closing Date, providing all documentation and other information relating to Matrix, about the Company, any of their Subsidiaries Seller and the SpinCo Entities, as applicable, to be Acquired Company Entities required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act and the Beneficial Ownership Regulation, in each case to the extent reasonably requested by Parent the Buyer Parties in writing reasonably in advance of the Closing, and in any case, at least ten five (105) Business Days prior to the Closing DateDate and necessary to satisfy a Financing Condition. (b) The Seller on its own behalf and on behalf of the Acquired Companies hereby consents to the reasonable use of the Acquired Companies’ logos in connection with the Financing in accordance with customary practice; provided provided, that such logos are used in a manner that is not intended, or reasonably likely, to harm or disparage the Acquired Companies’ reputation or goodwill. (c) Notwithstanding anything to the contrary in this Section 5.16, (x) no such cooperation agreement executed by the Acquired Company Entities with respect to the Financing shall be effective until the Closing and none of the Acquired Company Entities shall be required to take any action under any such agreement that is not contingent upon the extent Closing or that it would be effective prior to the Closing (Ain each case, for the avoidance of doubt, with the exception of notices of repayment, prepayment or redemption and the authorization letter referred to in Section 5.16(a)) require Matrix, and (y) neither the Company, Seller nor any of their Subsidiaries and the SpinCo Entities, as applicable, Acquired Company Entities shall be required to take any action that with respect to the Financing pursuant to Section 5.16(a) to the extent it would, (i) interfere unreasonably interferes with the ongoing business or operations of Matrix, the Company, any of their Subsidiaries and the SpinCo Acquired Company Entities, as applicable, ; (B) require Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any fee, expense or other liability prior to the Closing for which it is not promptly reimbursed or indemnified by Parent in accordance with Section 5.3, (C) cause any representation or warranty of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, in this Agreement to be breached, (Dii) cause any condition to Closing set forth herein to fail to not be satisfied or otherwise cause any breach of this Agreement by Matrix(including any representations or warranties thereunder); (iii) result in the Acquired Company Entities paying any commitment or other fee or expense prior to the Closing Date; (iv) cause the Acquired Company Entities to incur liability in connection with the Financing prior to the Closing Date (for the avoidance of doubt, with the Company, any exception of their Subsidiaries and the SpinCo Entities, as applicable, authorization letter referred to in Section 5.16(a)); (Ev) be reasonably expected to cause any director, officer or employee of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, Acquired Company Entities to incur any personal liability or require any of the boards of directors (For equivalent bodies) cause of the Acquired Company Entities to enter into any resolutions or take similar action with respect to the Financing until the Closing has occurred; (vi) result in the material contravention of, or that could reasonably be expected to result in a material violation or breach of of, or a default under, any applicable Law Laws or under any Acquired Company Material Contract to which Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, Acquired Company Entities is a party and (y) Matrix, in effect on the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, shall not be required to enter into, execute, or approve any agreement or other documentation or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing (other than the execution of customary authorization and representation letters and any certificate described in the definition of “SpinCo Required Financial Information”).date hereof; (bvii) Parent shall (i) indemnify and hold harmless Matrix, without limiting the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, and their respective Representatives (collectively, the “Parent Financing Indemnitees”) from and against any and all out-of-pocket costs and expenses (including attorneys’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations that are finally determined in a judicial proceeding (and not subject to further appeal) to have directly or indirectly suffered or incurred by the Parent Financing Indemnitees in connection with their cooperation and assistance obligations set forth in this Section 5.3(b), except and only 5.16(a) with respect to the extent such costsauthorization letter, expenses (including attorneys’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities require the Acquired Company Entities to provide access to or obligations resulted disclose information that the Company determines would jeopardize any attorney-client privilege or would otherwise be restricted from fraud or the gross negligence, bad faith or willful misconduct of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable or any of their respective Representatives, (ii) reimburse Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable for all reasonable, documented and invoiced out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable (and its and their respective Representatives) in connection with their cooperation and assistance obligations set forth in this Section 5.3(b) disclosure (provided that such reimbursement shall not include general auditor and legal expenses that Matrix, the Company, any of their Subsidiaries Seller and the SpinCo Entities, as applicable, would have incurred regardless Acquired Company Entities shall use their reasonable best efforts to disclose the nature and substance of whether cooperation was required pursuant to this Section 5.3). (c) Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable hereby consents to the use of all of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, logos in connection with the Parent Financing; provided that such logos are used solely information in a manner that is does not intended jeopardize such privilege or contravene such restriction); or (viii) without limiting any express obligation herein to prepare or reasonably likely deliver financial statements or assist with the preparation of pro forma statements, require the Acquired Company Entities to harm prepare separate financial statements for any individual Acquired Company Entity or disparage Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable or the reputation or goodwill of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable. In addition, Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, agrees to use reasonable best efforts to supplement the written information (other than information of a general economic or industry specific nature) concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, provided pursuant to this Section 5.3 to the extent that any such information, to the Knowledge of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, contains any material misstatements of fact or omits to state any material fact necessary to make such information concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, taken as a whole, not misleading in any material respect as promptly as reasonably practicable after gaining Knowledge Subsidiary thereof. (d) Parent All non-public or otherwise confidential information regarding the Acquired Company Entities obtained by the Buyer Parties or any of their respective Representatives pursuant to this Section 5.16 shall promptlybe kept confidential in accordance with the Confidentiality Agreement and Section 5.04; provided that Buyer Parties may share non-public or otherwise confidential information with the Financing Parties, and that the Financing Parties may share such information with potential Financing Sources in any event within three (3) Business Days thereof, notify the Company of (i) any reduction in, or termination of, the commitments under the Debt Commitment Letter delivered to Matrix as of the date hereof and (ii) the amount of any allocated Parent Financing, any proceeds of any Parent Financing or any commitments connection with respect to any Parent Financing.customary marketing

Financing Matters. (a) Buyer shall use its commercially reasonable efforts to obtain financing in an amount sufficient for it to consummate the transactions contemplated by this Agreement and pay all related fees, costs and expenses. (b) Prior to the Spin-OffClosing, Matrix and the Company and each of their Subsidiaries shall, and from shall cause the other Company Subsidiaries to, use commercially reasonable efforts to cooperate with the Buyer as necessary or customary, proper and after advisable in connection with the Spin-Offarrangement of the Debt Financing or any capital markets debt financing or any equity financing (whether public or private) undertaken in replacement of all or any portion of the Debt Financing (collectively, together with Debt Financing, the Company “Financing”) as may be customary and reasonably requested by the Buyer, including using commercially reasonable efforts to do the following: (i) assisting Buyer and the Financing Related Parties with the preparation (including providing information and materials to be used in the preparation) of customary offering memoranda, private placement memoranda, confidential information memoranda or similar offering documents (including prospectuses and prospectus supplements included in a registration statement under the Securities Act of 1933, as amended) (each of such document, an “Offering Document”) for the SpinCo Entities shallFinancing, use their reasonable best efforts tocustomary rating agency presentations and lender presentations and customary pro forma financial statements; (ii) assisting Buyer and the Financing Related Parties in the preparation of, and executing and delivering conditional upon the Closing, one or more credit agreements, guarantees, pledge and security documents, indentures, supplemental indentures, underwriting agreements, purchase agreements, currency or interest hedging arrangements, other customary definitive financing documents, or other certificates, documents, or closing deliverables with respect to cause their Representatives to use reasonable best efforts to, provide to Parent such customary cooperation the Financing as may be reasonably requested by Parent related to any debt financing in connection with the transactions contemplated by this Agreement (the “Parent Financing”) and to assist Parent in obtaining the Parent Financing, including: (i) using reasonable best efforts in assisting in preparation for and participation in (including causing senior management of appropriate seniority and expertise to participate in), upon reasonable advance notice and at reasonable times, a reasonable number of meetings and calls Buyer (including customary one-on-one meetings with parties acting as lead arrangers, bookrunners or agents for, and prospective lenders and purchasers of, the Parent Financing), drafting sessions, rating agency presentations, road shows and due diligence sessions (including accounting due diligence sessions) and assisting Parent consents of accountants for use of their reports in obtaining ratings (but not any specific ratings) in respect of Parent and public ratings in respect of any debt issued or incurred as part of the Parent Financing from Standard & Poor’s Financial Services LLC and Xxxxx’x Investors Service, Inc. and in obtaining any legal opinions required in connection with the Parent Financing; (ii) using reasonable best efforts in assisting Parent and its potential financing sources in the preparation of (A) customary bank information memoranda, customary offering documents, lender presentations, registration statements, prospectuses and other customary disclosure and similar marketing documents for any of the Parent Financing, including the execution and delivery of customary authorization and representation letters in connection with the disclosure and marketing materials relating to the Parent Financing authorizing Financing) or otherwise reasonably facilitating the distribution pledging of information relating to Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to prospective lenders and identifying any portion of such information that constitutes material, nonpublic information regarding Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, or their respective securities (in each case in accordance with customary syndication practices) and containing a representation that (to the extent accurate) the public-side version does not include material non-public information about Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, or their respective securities and (B) customary materials for rating agency presentations for the Parent Financing (all of the items in this clause (ii), collectively, the “Offering Materials”)collateral; (iii) delivering furnishing the Buyer and the Financing Related Parties (for filing with the SEC and/or to Parent and its potential financing sources be included in any Offering Document) as promptly as reasonably practicable (and in no event later than (A) seven (7) days from the date hereof with respect to all SpinCo Required Financial Information as at and for the fiscal year ended December 31, 2020, (B) October 15, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021 (for the avoidance of doubt, without the Auditor Review, as defined below), (C) November 1, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021, which SpinCo Required Financial Information shall have been reviewed by the Company’s independent accountant in accordance with applicable auditing standards (the “Auditor Review”), (D) October 22, 2021, with respect to such ranges or “flash numbers” referenced in clause (c) of the definition of SpinCo Required Financial Information, which such ranges or “flash numbers” shall be updated no later than November 1, 2021, (E) November 15, 2021 with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended September 30, 2021 (for the avoidance of doubt with the Auditor Review as defined above), (F) for the fiscal year ended December 31, 2021, 60 days after such date and (G) for each fiscal quarter ending after January 1, 2022 and ending at least 40 days prior to the Closing Date, 40 days after the last day of each such quarter) the SpinCo Required Financial Information financial and other customary pertinent information (including assistance with preparing customary projections, financial estimates, forecasts and other forward-looking information) in connection with regarding the preparation of customary disclosure and marketing materials Company and the Offering Materials, as applicable; (iv) using reasonable best efforts in requesting its independent registered public accounting firm to provide customary assistance with the due diligence activities of Parent and its Parent Financing Sources and customary consents to the use of audit reports in any disclosure and marketing materials relating to the Parent Financing; (v) if the Simultaneous Closing does not occur, using reasonable best efforts (i) in arranging for and consummating the Closing Date Refinancing, and (ii) to obtain and deliver to Parent, at least three (3) Business Days prior to the Closing Date, an executed payoff letter (the “Payoff Letter”) and related draft lien releases, in each case, in customary form reasonably acceptable to Parent with respect to the SpinCo Financing; (vi) using reasonable best efforts in executing and delivering as of, but not effective before, the Closing, customary definitive financing documentation other Group Companies as may be reasonably requested by ParentBuyer to consummate the Financing, including pledge including: (A) the Financial Statements, (B) the Interim Financial Statements and security documents, guarantees, customary officer’s certificates, instruments, filings, security agreements, back up opinion certificates and other matters ancillary to, or required in connection with, the Parent Financing (including delivering, or directing the agent under any SpinCo Financing to deliver, the stock certificates for certificated securities with transfer powers executed in blankC) of the Company, its Subsidiaries and the SpinCo Entities to the extent required on and available, the Closing 2017 Audited Financial Statements and to the extent available, any interim consolidated financial statements for the Company for each fiscal quarter ended following the Balance Sheet Date by (and the terms corresponding period(s) of the Parent Financing; andprior fiscal year); (viiiv) at least three (3) Business Days prior furnishing to Buyer, for distribution to the Closing DateFinancing Related Parties, providing all documentation and other information relating to Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to be reasonably required by each lender for compliance with applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA PATRIOT U.S.A. Patriot Act of 2001 at least five (5) Business Days prior to Closing to the extent reasonably requested by Parent at least ten (10) Business Days prior to Closing; (v) participating in a reasonable number of meetings (including customary one-on-one meetings and conference calls with prospective purchasers, the Closing DateFinancing Related Parties and senior management and representatives, with appropriate seniority and expertise, of the Group Companies) at reasonable times as mutually agreed upon reasonable prior notice, presentations, road shows, due diligence sessions and sessions with rating agencies, and reasonably cooperating with the marketing efforts of Buyer and the Financing Related Parties; (vi) cooperating reasonably with the due diligence to be conducted by the Financing Related Parties, to the extent customary and reasonable and to the extent not unreasonably interfering with the ongoing operations of any Group Company, by supplying, to the extent available, customary due diligence materials and information with respect to the general affairs, management, prospects, financial position, stockholders’ equity or results of operations of the Group Companies and the tax, accounting, legal, regulatory and other issues relevant to the Group Companies; (vii) cooperating reasonably with Buyer in Buyer’s efforts to obtain consents, legal opinions, surveys, title insurance and insurance affidavits as reasonably requested by Buyer; (viii) providing customary authorization letters to the lenders of the Debt Financing authorizing the distribution of information to prospective lenders (subject to reasonable confidentiality provisions) and, with respect to any public-side version of such information, confirming that such version consists exclusively of information and documentation that does not contain information that is (A) of a type that would not be publicly available (or could be derived from publicly available information) if any Group Company was a public reporting company and (B) material with respect to any Group Company or any of their respective securities for purposes of foreign, United States Federal and state securities laws; and (ix) executing and delivering (or obtaining from its advisors), and causing all Group Companies to execute and deliver (or obtain from their advisors), customary certificates, accounting consent or comfort letters and other similar matters reasonably requested by Buyer, including, in any case, the consent of the Company’s independent accountants to the inclusion of their audit reports with respect to the Audited Financial Statements, the 2017 Audited Financial Statements and any other financial statements furnished pursuant to Section 5.9(b)(iii) and the audited annual financial statements of the Group Companies (or any predecessor) in any registration statement of the Buyer filed with the SEC relating to any financing and causing such independent accountants to provide customary comfort letters (including customary “negative assurance” comfort) covering the Audited Financial Statements, the 2017 Audited Financial Statements and any other financial statements furnished pursuant to Section 5.9(b)(iii) in connection with the Financing; provided that (xA) no such nothing in this ‎Section 5.9 will require any cooperation shall be required to the extent that it the same would (Ai) require Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to take any action that unreasonably interferes interfere with the ongoing business or operations of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicableGroup Companies, (B) require Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any fee, expense or other liability prior to the Closing for which it is not promptly reimbursed or indemnified by Parent in accordance with Section 5.3, (C) cause any representation or warranty of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, in this Agreement to be breached, (Dii) cause any condition to Closing closing set forth in ‎Article VI to fail to not be satisfied or otherwise cause any breach of this Agreement, (iii) cause any representation or warranty in this Agreement by Matrixto be breached, (iv) reasonably be expected to conflict with, violate, breach or otherwise contravene (x) any organizational document of the CompanyGroup Companies and/or (y) any Law, (B) none of the Group Companies shall be required to incur any liability in connection with the Financing prior to the Closing, (C) none of their Subsidiaries and the SpinCo Entitiespre-Closing directors, members, managers or general partners, as applicable, (E) be reasonably expected to cause any director, officer or employee of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any personal liability or (F) cause any breach of any applicable Law or any Contract to which Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, is a party and (y) Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, Group Companies shall not be required to enter intoadopt resolutions approving the agreements, executedocuments and instruments pursuant to which the Financing is obtained, or approve any agreement or other documentation or agree (D) none of the Group Companies shall be required to any change or modification of any existing agreement or other documentation that would be effective 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 Financing (other than such documents that are conditioned upon, and will not become effective until the execution Closing), (E) except as expressly provided above, no Group Company shall be required to take any corporate actions prior to the Closing to permit the consummation of customary authorization the Financing, (F) no Group Company shall be required to pay any commitment or other fee or have any liability or obligation, including any indemnification obligation, under any agreement or any document related to any debt financing, in each case, until the Closing and representation letters and (G) in no event shall the Company be in breach of this Section 5.9 because of its failure to deliver any certificate described financial or other information that is not currently readily prepared in the definition Ordinary Course at the time requested by the Buyer or for the failure to obtain review of “SpinCo Required Financial Information”)any financial or other information by its accountants. (bc) Parent Promptly following the request of the Company, the Buyer and/or Merger Sub will reimburse the Company for any reasonable out-of-pocket expenses (including attorneys’ fees) incurred by any Group Company in connection with the assistance required by this ‎Section 5.9. (d) Buyer and Merger Sub shall (i) indemnify and hold harmless Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, Group Companies and their respective Representatives (collectivelyofficers, the “Parent Financing Indemnitees”) employees and representatives from and against any and all out-of-pocket costs and expenses (including attorneys’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations that are finally determined in a judicial proceeding (and not subject to further appeal) to have directly or indirectly losses suffered or incurred by the Parent Financing Indemnitees them in connection with their cooperation the arrangement of any Financing and assistance obligations any information utilized in connection therewith. (e) Notwithstanding anything to the contrary, the condition set forth in this Section 5.3(b‎Section 6.3(b), except and only as it applies to the extent such costsCompany’s obligations under this ‎Section 5.9, expenses (including attorneys’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations resulted from fraud or shall be deemed satisfied unless the gross negligence, bad faith or willful misconduct Financing has not been obtained primarily as a result of Matrix, the Company, any ’s material breach of their Subsidiaries and the SpinCo Entities, as applicable or any its obligations under this ‎Section 5.9 (which breach has not been cured within five (5) Business Days after receipt of their respective Representatives, (ii) reimburse Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable for all reasonable, documented and invoiced out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred written notice thereof by Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable (and its and their respective Representatives) in connection with their cooperation and assistance obligations set forth in this Section 5.3(b) (provided that such reimbursement shall not include general auditor and legal expenses that Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, would have incurred regardless of whether cooperation was required pursuant to this Section 5.3Buyer). (cf) Matrix, the Company, any of their Subsidiaries Buyer acknowledges and the SpinCo Entities, as applicable hereby consents to the use of all of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, logos in connection with the Parent Financing; provided agrees that such logos are used solely in a manner that it is not intended a condition to or reasonably likely Closing under this Agreement for Buyer to harm or disparage Matrix, obtain the Company, any of their Subsidiaries and the SpinCo Entities, as applicable or the reputation or goodwill of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable. In addition, Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, agrees to use reasonable best efforts to supplement the written information (other than information of a general economic or industry specific nature) concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, provided pursuant to this Section 5.3 to the extent that any such information, to the Knowledge of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, contains any material misstatements of fact or omits to state any material fact necessary to make such information concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, taken as a whole, not misleading in any material respect as promptly as reasonably practicable after gaining Knowledge thereof. (d) Parent shall promptly, and in any event within three (3) Business Days thereof, notify the Company of (i) any reduction in, or termination of, the commitments under the Debt Commitment Letter delivered to Matrix as of the date hereof and (ii) the amount of any allocated Parent Financing, any proceeds of any Parent Financing or any commitments with respect to any Parent Financingalternative financing.

Financing Matters. (a) Prior to During the Spin-Off, Matrix and the Company and each of their Subsidiaries shall, and from and after the Spin-OffInterim Period, the Company Corporation shall use commercially reasonable efforts to provide and each of the SpinCo Entities shallhave its counsel, use their reasonable best efforts to, financial advisors and to cause their Representatives to use reasonable best efforts to, auditors provide to Parent such customary Buyer cooperation as may be reasonably requested by Parent related to Buyer in connection with any debt financing entered into in connection with the transactions contemplated by this Agreement (collectively, the “Parent Financing”) and to assist Parent in obtaining the Parent Financing), including: : (i1) using furnishing Buyer and the Financing Sources, as promptly as practicable, with the historical financial statements and financial and other data regarding the Targets as is necessary to satisfy the conditions set forth in the Financing Commitment Letter, and all other available historical financial and other available data and information as reasonably requested by Buyer or any Financing Source (the “Required Information”); (2) participating in a commercially reasonable best efforts manner in assisting in preparation for and participation in (including causing senior management of appropriate seniority and expertise to participate in), upon reasonable advance notice and at reasonable times, a reasonable number of meetings and calls (including customary one-on-one meetings with parties acting as lead arrangersbetween senior management of the Corporation, bookrunners or agents foron the one hand, and actual and prospective Financing Sources and prospective lenders and purchasers ofof the Financing, on the Parent Financingother hand), drafting sessions, rating agency presentations, road shows shows, drafting sessions and due diligence sessions with actual and prospective Financing Sources, investors and ratings agencies that are customary for financings of a type similar to the Financing; (including accounting due diligence sessions3) assisting in a commercially reasonable manner Buyer and assisting Parent in obtaining ratings (but not any specific ratings) in respect of Parent and public ratings in respect of any debt issued or incurred as part of the Parent Financing from Standard & Poor’s Financial Services LLC and Xxxxx’x Investors Service, Inc. and in obtaining any legal opinions required in connection with the Parent Financing; (ii) using reasonable best efforts in assisting Parent and its potential financing sources Sources in the preparation of (A) customary bank information memoranda, customary any offering documents, lender reasonable and customary road show presentations, registration statements, prospectuses bank information memoranda (and other customary disclosure and similar marketing documents for any of the Parent Financing, including the execution and delivery of customary authorization and representation letters in connection with the disclosure and marketing materials relating to the Parent Financing authorizing the distribution of information relating to Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to prospective lenders and identifying any portion of such information that constitutes material, nonpublic information regarding Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, or their respective securities (in each case in accordance with customary syndication practices) and containing a representation that (to the extent accurate) the public-side version necessary, a bank information memorandum that does not include material non-public information about Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, or their respective securities and (B) customary materials for rating agency presentations for the Parent Financing (all of the items in this clause (iiinformation), collectively, the “Offering Materials”); (iii) delivering to Parent and its potential financing sources as promptly as similar documents reasonably practicable (and in no event later than (A) seven (7) days from the date hereof with respect to all SpinCo Required Financial Information as at and for the fiscal year ended December 31, 2020, (B) October 15, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021 (for the avoidance of doubt, without the Auditor Review, as defined below), (C) November 1, 2021, with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended June 30, 2021, which SpinCo Required Financial Information shall have been reviewed requested by the Company’s independent accountant in accordance with applicable auditing standards (the “Auditor Review”), (D) October 22, 2021, with respect to such ranges or “flash numbers” referenced in clause (c) of the definition of SpinCo Required Financial Information, which such ranges or “flash numbers” shall be updated no later than November 1, 2021, (E) November 15, 2021 with respect to all SpinCo Required Financial Information as at and for the fiscal years to date ended September 30, 2021 (for the avoidance of doubt with the Auditor Review as defined above), (F) for the fiscal year ended December 31, 2021, 60 days after such date and (G) for each fiscal quarter ending after January 1, 2022 and ending at least 40 days prior to the Closing Date, 40 days after the last day of each such quarter) the SpinCo Required Financial Information and other customary information (including assistance with preparing customary projections, financial estimates, forecasts and other forward-looking information) Buyer in connection with the preparation Financing, together with reasonable and customary representation and authorization letters duly executed on behalf of customary disclosure the Corporation in connection therewith and in connection with other information to be provided to actual and potential Financing Sources; (4) reasonably cooperating with the marketing materials efforts of Buyer and the Offering Materials, as applicable; (iv) using reasonable best efforts in requesting its independent registered public accounting firm to provide customary assistance with the due diligence activities of Parent and its Parent Financing Sources for any of such Financing; (5) providing reasonable and customary consents to the use of audit reports in any disclosure and marketing materials relating to the Parent Financing; (v) if the Simultaneous Closing does not occurinformation necessary for, using reasonable best efforts (i) in arranging for and consummating the Closing Date Refinancing, and (ii) to obtain and deliver to Parent, at least three (3) Business Days prior to the Closing Date, an executed payoff letter (the “Payoff Letter”) and related draft lien releases, in each case, in customary form reasonably acceptable to Parent with respect to the SpinCo Financing; (vi) using reasonable best efforts in executing and delivering as of, but not effective before, the Closing, customary definitive financing documentation as may be or reasonably requested by Parent, including pledge and security documents, guarantees, customary officer’s certificates, instruments, filings, security agreements, back up opinion certificates and other matters ancillary to, or required Buyer in connection with, the Parent obtaining of public corporate/family credit ratings and public facility credit ratings from Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation and from Mxxxx’x Investor Services, Inc., and (6) furnishing Buyer and its Financing Sources promptly (including delivering, or directing and in any event within the agent under any SpinCo Financing to deliver, the stock certificates for certificated securities with transfer powers executed in blank) of the Company, its Subsidiaries and the SpinCo Entities to the extent time period required on the Closing Date by the terms of the Parent Financing; and (viiFinancing Commitment Letter) at least three (3) Business Days prior to the Closing Datewith, providing if available, all reasonable and customary documentation and other information relating to Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to be required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA PATRIOT Act to the extent reasonably requested by Parent at least ten (10) Business Days prior to the Closing Date; provided that (x) no such cooperation shall be required to the extent that it would (A) require Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to take any action that unreasonably interferes with the ongoing business or operations of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, (B) require Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any fee, expense or other liability prior to the Closing for which it is not promptly reimbursed or indemnified by Parent in accordance with Section 5.3, (C) cause any representation or warranty of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, in this Agreement to be breached, (D) cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement by Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, (E) be reasonably expected to cause any director, officer or employee of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, to incur any personal liability or (F) cause any breach of any applicable Law or any Contract to which Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, is a party and (y) Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, shall not be required to enter into, execute, or approve any agreement or other documentation or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing (other than the execution of customary authorization and representation letters and any certificate described in the definition of “SpinCo Required Financial Information”). (b) Parent shall (i) indemnify and hold harmless Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, and their respective Representatives (collectively, the “Parent Financing Indemnitees”) from and against any and all out-of-pocket costs and expenses (including attorneys’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations that are finally determined in a judicial proceeding (and not subject to further appeal) to have directly or indirectly suffered or incurred by the Parent Financing Indemnitees in connection with their cooperation and assistance obligations set forth in this Section 5.3(b), except and only to the extent such costs, expenses (including attorneys’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations resulted from fraud or the gross negligence, bad faith or willful misconduct of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable or any of their respective Representatives, (ii) reimburse Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable for all reasonable, documented and invoiced out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable (and its and their respective Representatives) in connection with their cooperation and assistance obligations set forth in this Section 5.3(b) (provided that such reimbursement shall not include general auditor and legal expenses that Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, would have incurred regardless of whether cooperation was required pursuant to this Section 5.3). (c) Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable Act. The Corporation hereby consents to the use of all of Matrix, the Company, any of their Subsidiaries its and the SpinCo Entities, as applicable, its Subsidiaries’ logos in connection with the Parent Financing; provided provided, that such logos are used solely in a manner that is not intended to or to, nor reasonably likely to to, harm or disparage Matrixthe Targets. Notwithstanding anything herein to the contrary, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable or the reputation or goodwill of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable. In addition, Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, agrees to use reasonable best efforts to supplement the written information (other than information of a general economic or industry specific naturex) concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, provided pursuant to nothing in this Section 5.3 6.1(c) shall (1) require such cooperation to the extent that it would (A) require the Corporation to waive or amend any such informationterms of this Agreement, (B) require the Targets to breach the Knowledge terms or conditions of Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, contains any material misstatements of fact or omits to state any material fact necessary to make such information concerning Matrix, the Company, any of their Subsidiaries and the SpinCo Entities, as applicable, taken as a whole, not misleading agreement by which it is bound in any material respect as promptly as reasonably practicable after gaining Knowledge thereof. respect, or (dC) Parent shall promptlyunreasonably interfere with the ongoing operations of the Targets’ businesses, and (2) Buyer shall pay or reimburse the Corporation upon request for any out-of-pocket expenses reasonably incurred by the Targets in any event within three (3connection with the cooperation required by this Section 6.1(c) Business Days thereof, notify on or prior to the Company Closing or promptly following the Closing or the termination of (i) any reduction in, or termination of, the commitments under the Debt Commitment Letter delivered to Matrix as of the date hereof and (ii) the amount of any allocated Parent Financing, any proceeds of any Parent Financing or any commitments with respect to any Parent Financingthis Agreement.