Common use of Financing Matters Clause in Contracts

Financing Matters. (a) The Company and its Subsidiaries shall deliver to Parent at least one (1) Business Days prior to the Closing Date a duly executed payoff letter in a customary form satisfactory to Parent, setting forth the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Date, together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested by the other Party, in connection with obtaining or refinancing any debt financing of Parent, the Company or their Affiliates, including by (i) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingent.

Financing Matters. (a) The Company MLP shall, at the request of Parent, (i) call for prepayment or redemption, or prepay or redeem, (ii) attempt to renegotiate the terms of, (iii) commence an offer to purchase and/or consent solicitation or (iv) satisfy and its Subsidiaries discharge or defease any then-existing indebtedness for borrowed money of MLP; provided, however, that MLP shall deliver not be obligated to Parent at least one make or cause to become effective any such action (1nor shall MLP be required to incur any cost or liability in respect thereof) Business Days prior to the Closing Date a duly executed payoff letter Effective Time. Parent shall prepare all necessary and appropriate documentation in a customary form satisfactory to Parent, setting forth the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costsconnection with any action described above, and expenses owed provide MLP with a reasonable opportunity to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Date, together with appropriate wire instructions, comment on such documents. Parent and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent MLP shall, and shall cause their respective Subsidiaries and Representatives to, reasonably cooperate with one another as reasonably each other in the preparation of such documents. (b) To the extent requested by the other Party, in connection with obtaining or refinancing any debt financing of Parent, MLP shall cooperate with Parent with respect to, and use its reasonable best efforts to facilitate, possible alternative or supplemental structures for the Company acquisition of MLP and its Subsidiaries (including with respect to any financing with respect thereto); provided that such structures do not impede or their Affiliates, including by (i) furnishing financial and other pertinent information delay the Closing of Parentthe transactions contemplated hereby or change the Merger Consideration, the Company Series A Unit Consideration or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company adversely affect MLP and its Subsidiaries, taken as applicablea whole, should the Merger not occur. (c) MLP hereby consents to Parent’s use of and reliance on any audited or unaudited financial statements relating to MLP and its consolidated Subsidiaries, any MLP Joint Ventures or entities or businesses acquired by MLP reasonably requested by Parent to be used in any financing or other activities of Parent, including any filings that Parent desires to make with the SEC. In addition, MLP will use commercially reasonable efforts, at Parent’s sole cost and expense, to obtain the consents of any auditor to the inclusion of the financial statements referenced above in appropriate filings with the SEC. Prior to the Closing, MLP will provide such assistance (and will cause its Subsidiaries and its and their respective personnel and advisors to provide such assistance), as Parent may reasonably request in order to assist Parent in connection with financing activities, including any public offerings to be registered under the Securities Act or private offerings. Such assistance shall include, but not be limited to, the following: (i) providing such information, and making available such personnel as Parent may reasonably request; (ii) cooperating with the creation participation in, and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and assistance with, any marketing activities related to such financing; (iii) providing pertinent information participation by senior management of Parentthe MLP in, and their assistance with, the Company preparation of rating agency presentations and their Subsidiaries that is required in connection meetings with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsrating agencies; provided, that the foregoing cooperation obligations shall be limited to (iv) taking such actions upon which as are reasonably requested by Parent or its financing sources to facilitate the occurrence satisfaction of all conditions precedent to obtaining such financing; and (v) taking such actions as may be required to permit any cash and marketable securities of the Closing is contingentMLP or Parent to be made available to finance the transactions contemplated hereby at the Effective Time.

Financing Matters. (a) The Company GPI and certain of its Subsidiaries shall deliver are party to Parent the Existing Credit Agreement. GPI furnished the Transferor with true, correct and complete copies of the executed commitment letter, dated as of the date hereof, with respect to certain amendments to the Existing Credit Agreement as described therein (the “Amendment”) and all contracts, fee letters, engagement letters and other arrangements associated therewith (provided, however, that provisions in the fee or engagement letter relating solely to fees and economic terms (other than covenants) agreed to by the parties may be redacted (none of which redacted provisions will adversely affect the availability of, or impose additional conditions on, the availability of the Amendment at least one the Closing)) (1) Business Days such commitment letter and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and engagement letter, as amended, restated, supplemented or modified from time to time, collectively, the “Amendment Commitment Letter” and, together with the Existing Credit Agreement, the “Financing Documents”). As of the date hereof, the Financing Documents have not been amended, restated, supplemented or modified since the delivery of the executed Amendment Commitment Letter to Transferor. There are no side letters or other Contracts related to the Financing Documents, other than as expressly set forth therein. The Amendment Commitment Letter is not subject to any conditions or other similar contingencies other than those set forth therein, and is in full force and effect. All commitment and other fees required to be paid under the Financing Documents prior to the Closing Date a duly executed payoff letter date hereof have been paid in full. After giving effect to the Amendment, the execution and delivery of this Agreement and the Transaction Agreements by the Parent, Issuer and GPI and the performance of Parent, Issuer and GPI’s obligations hereunder and thereunder, and the consummation by Parent, Issuer and GPI of the Transactions will not result in a customary form satisfactory violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to Parentany right of termination, setting forth cancellation or acceleration of any of the total amounts payable pursuant to terms, conditions or provisions of any of the Company Existing Credit Facility to fully satisfy all principalAgreement and the GPI Indentures. Parent does not have Knowledge, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Datedate hereof, together with appropriate wire instructions, and that any of the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made conditions to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each Amendment as defined set forth in the Company Credit Facility) shall Amendment Commitment Letter will not be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facilitysatisfied. (b) From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested by the other Party, in connection with obtaining or refinancing any debt financing of Parent, the Company or their Affiliates, including by (i) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingent.

Financing Matters. Transferor has furnished Parent, Issuer and GPI with true, correct and complete copies of the executed debt commitment letter, dated as of the date hereof, among Transferor, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, BNP Paribas and BNP Paribas Securities Corp. with respect to $660,000,000 of indebtedness described therein (athe “Assumed Financing”) and all contracts, fee letters, engagement letters and other arrangements associated therewith (provided, however, that provisions in the fee or engagement letter relating solely to fees and economic terms (other than covenants) agreed to by the parties may be redacted (none of which redacted provisions will adversely affect the availability of, or impose additional conditions on, the availability of the Assumed Financing)) (such commitment letter and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and engagement letter, as amended, restated, supplemented or modified from time to time, collectively, the “Assumed Financing Commitment Letter”. As of the date hereof, the Assumed Financing Commitment Letter has not been amended, restated, supplemented or modified since the delivery of the executed Assumed Financing Commitment Letter to the Transferor. There are no side letters or other Contracts related to the Assumed Financing, other than as expressly set forth therein. The Company Assumed Financing Commitment Letter is not subject to any conditions or other similar contingencies other than those set forth therein, and its Subsidiaries shall deliver is in full force and effect. All commitments and other fees required to Parent at least one (1) Business Days be paid under the Assumed Financing Commitment Letter prior to the Closing Date a duly executed payoff letter date hereof have been paid in a customary form satisfactory to Parent, setting forth the total amounts payable pursuant full. The conditions to the Company Credit Facility to fully satisfy all principalavailability of the Assumed Financing are set forth in the Assumed Financing Commitment Letter. Assuming the conditions set forth in the Assumed Financing Commitment Letter are satisfied at the Closing, interestTransferor does not have Knowledge, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Datedate hereof, together with appropriate wire instructions, and that any of the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made conditions to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall Assumed Financing will not be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facilitysatisfied. (b) From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested by the other Party, in connection with obtaining or refinancing any debt financing of Parent, the Company or their Affiliates, including by (i) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingent.

Financing Matters. (a) The Company and its Subsidiaries At the request of Parent (which shall deliver to Parent be made at least one ten (110) Business Days prior to the Closing Date a duly executed payoff letter in a customary form satisfactory to ParentDate), setting forth the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder shall (or shall cause its applicable Subsidiary to) (A) deliver notices of prepayment (which may be delivered at Parent’s request in advance of the Closing Date so long as they are contingent upon the occurrence of the Closing) in respect of any Indebtedness under of the Company Credit Facility as or any of the anticipated Closing Date, together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full its Subsidiaries (other than contingent obligations not then due the Exchangeable Debentures) within the time periods reasonably requested by Parent and obligations take such other actions reasonably requested by Parent to facilitate the prepayment of all amounts outstanding in respect of letters such Indebtedness on or following the Closing Date (it being understood and agreed that any prepayment shall be contingent upon the occurrence of credit the Closing and, notwithstanding anything in this Section 5.22(a) to the contrary, no actions shall be required which would obligate the Company or its Subsidiaries to complete such prepayment prior to the occurrence of the Closing) and hedging arrangements with (B) use reasonable best efforts to arrange for customary payoff letters, terminations of commitments, lien terminations, releases and instruments and acknowledgements of discharge, in each case in respect of such Indebtedness to which arrangements be delivered to Parent on or prior to the Closing Date (it being understood and agreed that reasonable best efforts will be made used to deliver drafts of such documents to Parent no later than five (5) Business Days prior to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and ParentClosing Date), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From the date of this Agreement until the Initial The Company Merger Effective Time, each shall use its reasonable best efforts to take such actions as may be required by Article IX of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested by the other Party, in connection with obtaining or refinancing any debt financing of Parent, the Company or their Affiliates, including by (i) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required Exchangeable Debentures Indenture in connection with the applicable debt financing Combination, including the preparation of, and the execution and delivery of, a supplemental indenture, officers’ certificate and legal opinion in accordance with such Article IX; provided that Parent shall use reasonable best efforts to cause Merger LLC (i) to execute and deliver a supplemental indenture relating to the Upstream Merger to the extent required in accordance with such Article IX and (ii) to deliver any other documentation that may be reasonably required by U.S. regulatory authorities the trustee under the Exchangeable Debentures Indenture in order to comply with (A) applicable “know your customer” and anti-money laundering rules and regulations; providedregulations relating to Merger LLC’s execution and delivery of such supplemental indenture and (B) the Exchangeable Debentures Indenture (as it relates to Merger LLC’s execution and delivery of such supplemental indenture). The Company shall provide Parent and its counsel reasonable opportunity to review and comment on such documents and respond in good faith to the reasonable comments of Parent or its counsel with respect thereto. The Company shall use its reasonable best efforts to cause the trustee under the Exchangeable Debentures Indenture to execute any such applicable documents described in this Section 5.22(b), that subject to the foregoing cooperation obligations proviso in the first sentence of this Section 5.22(b). From and after the date hereof, the Company shall continue to comply with the terms of the Exchangeable Debentures Indenture and the Exchangeable Debentures until the Effective Time. (c) At the request of Parent delivered no later than ten (10) Business Days prior to the Closing Date (but only at such request), the Company shall (A) execute and deliver a notice of redemption for all of the outstanding Exchangeable Debentures pursuant to the Exchangeable Debentures Indenture and the Exchangeable Debentures (which notice shall be limited delivered no earlier than the Closing Date and shall be contingent upon the occurrence of the Closing) and (B) take such other actions at or prior to the Effective Time reasonably requested by Parent to facilitate the redemption and/or satisfaction and discharge of the Exchangeable Debentures pursuant to the Exchangeable Debentures Indenture and the Exchangeable Debentures following the Closing, including, as applicable, the preparation, execution and delivery at the times set forth in such actions upon which request or provided in the Exchangeable Debentures Indenture and the Exchangeable Debentures, as applicable, such agreements, legal opinions, officers’ certificates, notices or other documents required in connection therewith to be executed and delivered on the Closing Date. The Company shall provide Parent and its counsel reasonable opportunity to review and comment on such documents and respond in good faith to the reasonable comments of Parent or its counsel with respect thereto. The Company shall use reasonable best efforts to cause the trustee under the Exchangeable Debentures Indenture to execute any such applicable documents described in this Section 5.22(c). The effectiveness of such redemption and/or satisfaction and discharge shall be expressly conditioned on (and shall not occur prior to) the occurrence of the Closing is contingentusing funds provided by Parent for such purpose.

Financing Matters. (a) The Company and its Subsidiaries shall deliver to Parent at least one (1) Business Days Day prior to the Closing Date a duly executed payoff letter in a customary form reasonably satisfactory to Parent, setting forth the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing DateDate (and the daily accrual thereafter), together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and ParentParent and the Company), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries that are borrowers or guarantors thereof (and or the assets and or equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under in respect to letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further actionterminated, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From Prior to the date of this Agreement until the Initial Company Merger Effective TimeClosing, each of the Company and Parent shall, and shall cause their respective its Subsidiaries to, cooperate provide and shall use reasonable best efforts to cause its and their respective Representatives and other Related Parties to use reasonable best efforts to provide, such timely assistance with one another as reasonably requested by Parent’s efforts to arrange and obtain financing, including the other PartyFinancing (and the offering, arrangement, syndication, marketing, and consummation thereof), in connection with obtaining or refinancing any debt financing of the Transactions as is reasonably requested by Parent. Such assistance shall include, the Company or their Affiliates, including by but not be limited to: (i) furnishing financial the Company using its reasonable best efforts to participate in, provide information with respect to and other pertinent information assist Parent with, the preparation of the Marketing Material and rating agency presentations, which Marketing Material and presentations, for the avoidance of doubt and in spite of any such required participation and assistance from the Company, shall be the responsibility of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, ; (ii) cooperating with the creation and perfection of pledge and security instruments effective as participation by senior management of the Initial Company Merger Effective Time in a reasonable number of rating agency presentations, meetings with and conference calls with Financing Sources and prospective Financing Sources (including one-on-one conference or virtual calls with Financing Sources and potential Financing Sources, including prospective investors in any Financing involving the issuance of securities), road shows, due diligence sessions, drafting sessions, or other customary syndication activities, in each case upon reasonable prior notice and at times and locations to be mutually agreed in good faith, provided that no such rating agency presentations, meetings, conference calls, road shows, due diligence sessions, and drafting sessions or other activities shall be required to be physically in person; (iii) delivering the Financing Information to Parent and the Financing Sources (and such other financial and operational information reasonably requested by Parent or the Financing Sources) as promptly as reasonably practicable once available, and such further information as may be reasonably necessary for the Financing Information to remain Compliant; (iv) providing such other customary documents and financial and pertinent information of Parent, the regarding Company and their the Subsidiaries that is required of Company as may be reasonably requested by Parent and reasonably necessary for Parent or its Representatives to prepare all pro forma financial statements reasonably necessary in connection with the applicable Financing (it being understood that the Company or any of the Subsidiaries of the Company, or any of their respective officers, directors, employees, accountants, legal counsel, or other Representatives and Related Parties shall not be responsible for, and Parent shall be solely responsible for, preparation of pro forma financial statements); provided that neither the Company nor any of its Subsidiaries or Representatives shall be required to provide any information or assistance relating to (A) the proposed debt financing and equity capitalization that is required for such pro forma financial information or assumed interest rates and fees and expenses relating to such debt and equity capitalization, (B) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any information used in connection with the Financing or (C) any information related to Parent or any of its Subsidiaries or any adjustments that are not directly related to the acquisition of the Company, (v) delivering customary authorization letters authorizing the distribution of Marketing Material to prospective investors; (vi) furnishing Parent and the Financing Sources promptly, and, in any event, at least seven Business Days prior to the Closing Date, with all documentation and other information in respect of the Company that any Lender has reasonably requested in writing at least nine Business Days prior to the Closing Date that is required by U.S. regulatory authorities Governmental Entity under applicable “beneficial ownership,” “know your customer” and sanctions or anti-money laundering rules and regulations, including the USA PATRIOT Act; (vii) providing reasonable and customary assistance to Parent in connection with the issuance of securities, incurrence of debt and preparation by Parent of the Debt Financing Documents and any cash management agreements or hedging agreements in connection therewith, including preparation of schedules thereto, borrowing of loans and/or granting of a security interest (and perfection thereof) in the assets of the Company and its Subsidiaries, in each case by providing such pertinent information as may be reasonably requested by Parent and to the extent reasonably available to the Company; (viii) use reasonable best efforts to obtain the consent of and assistance from any of its auditors or other advisors to the use of any financial or other expert information required to be used in the Marketing Material or rating agency presentations, including participation in due diligence sessions to the extent reasonably requested by Parent and at reasonable times and upon reasonable notice, obtaining customary independent accountants’ comfort letters (including customary “negative assurance” statements) and consents from the auditor(s) of the audited financial statements provided as part of the Financing Information, including issuing any customary representation letters in connection therewith to such auditor(s) in connection with any financial statements included in any Marketing Material in respect of the Financing, (ix) taking all corporate, limited liability company, partnership or other similar actions reasonably requested by Parent or any Financing Sources to permit the consummation of the Financing, (x) making introductions of Parent to the Company’s existing lenders and facilitating relevant coordination between Parent and such lenders; (xi) assisting Parent and the Financing Sources in obtaining or updating corporate, facility and issue credit ratings of Parent (which shall be the sole responsibility of Parent); (xii) cooperating with the due diligence of Financing Sources and their Representatives in connection with the Financing, to the extent customary and reasonable, including the provision of all such information reasonably requested with respect to the property and assets of the Company and its Subsidiaries and by providing to internal and external counsel of Parent and the Financing Sources, as applicable, customary back-up certificates and factual information to support any legal opinion that such counsel may be required to deliver in connection with the Financing; provided, that, the Company and its Affiliates shall not be required to deliver or cause the delivery of any legal opinions related to the Debt Financing; and (xiii) cooperating as contemplated by Section 6.21. Non-public Information provided by the Company in connection with the Financing shall only be provided to sources or potential sources of financing and rating agencies that have agreed to be bound by (1) the Confidentiality Agreement as if such Person(s) were party thereto or (2) customary confidentiality provisions (including by click-through arrangements) provided, that Parent shall be permitted to disclose such information to (i) the Financing Sources subject to their confidentiality obligations under the Debt Financing Documents and the definitive documentation evidencing the Financing and (ii) otherwise to the extent reasonably necessary and consistent with customary practices in connection with the Financing subject to customary confidentiality arrangements satisfactory to the Company, acting reasonably. Company hereby consents to the use of all of the Company’s (and its Subsidiaries’) logos in connection with the Financing, provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company, respective Affiliates or their respective business, or the reputation or goodwill thereof. Any such cooperation shall be provided at Parent’s expense for third party fees and expenses. For the avoidance of doubt, any failure of the Company to fulfill its obligations under this Section 6.20(b) shall not be deemed a breach of this Agreement or excuse performance of the Parent to consummate the Transactions, so long as the Company is acting reasonably, diligently in good faith to fulfill such obligations. (c) Notwithstanding anything to the contrary in Section 6.20(b), (i) neither the Company nor any of its Affiliates or any of their respective equityholders or governing bodies shall be required to pass resolutions or consents to approve or authorize the execution of the Debt Financing Documents or execute or deliver any certificate, document, instrument or agreement in connection therewith or the Financing that is effective prior to the Closing (except for (A) the authorization letters set forth in Section 6.20(b), (B) the comfort letters, representation letters and consents referred to in Section 6.20(b) or (C) as contemplated by Section 6.21); (ii) no obligation of the Company or any of its Affiliates or any of their respective equityholders, members or Representatives under any certificate, document, instrument or agreement, entered into pursuant to the foregoing shall, without such Person’s prior express written consent, be effective until Closing (except for (A) the authorization letters set forth in Section 6.20(b), (B) the comfort letters, representation letters and consents referred to in Section 6.20(b) or (C) as expressly contemplated by Section 6.21); (iii) neither the Company nor any of its Affiliates or any of their respective equityholders, members or Representatives shall be required to pay any commitment or other similar fee, or incur any other cost or expense or liability (except for any cost or expense that is subject to the expense reimbursement provision expressly set forth in Section 6.20(f)), in connection with the Financing; (iv) no such cooperation shall be required to the extent that any such action, in the good faith belief of the Company, would unreasonably interfere with the ongoing business or operations of the Company or any of its respective Affiliates; (v) no such cooperation shall be required to the extent it would reasonably be expected to conflict with or violate any Law, or result in the contravention of, or result in a violation or breach of, or default under, any Company Contract (provided that, (vi) any such Contract is not, and was not (if entered into prior to the date hereof), entered into in circumvention of the cooperation contemplated herein, (y) the counterparty to such Contract is not a Subsidiary or other Affiliate of the Company or any of their respective equityholders, members or Representatives and (z) the Company shall have used reasonable best efforts to obtain a waiver of any such breach or default from the counterparty thereto); and (vii) no such cooperation shall be required to the extent that the Company or any of its Subsidiaries determines that such cooperation would result in a loss or waiver of or jeopardize any attorney-client privilege, attorney work product or other legal privilege (provided, that the foregoing Company and its Subsidiaries shall use reasonable efforts to allow for cooperation obligations in a manner that does not result in the events set out in this clause (vii)). (d) Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things, necessary, proper or advisable to arrange, consummate and obtain the Financing (to the extent contemplated by the Debt Commitment Papers to be funded on the Closing Date) on the Closing Date on terms and conditions no less favorable to Parent than the terms and conditions described in the Debt Commitment Papers. Such actions shall include, but not be limited to, using reasonable best efforts to: (i) maintain in effect the Debt Commitment Papers, provided that Parent may replace or amend, supplement or waive provisions of, the Debt Commitment Papers (including adding new lenders, lead arrangers, bookrunners, syndication agents or similar entities to such actions upon which the occurrence Debt Commitment Papers pursuant to the terms thereof, providing for the assignment, novation and reallocation of a portion of the Closing is contingent.financing commitments contained

Financing Matters. (a) The Company Each of the Company, Executive and its Subsidiaries shall deliver the Shareholders acknowledges and agrees that, except as set forth in Section 4.12(b), none of the Shareholders or their respective Affiliates has any obligation or commitment, under this Agreement or otherwise, to Parent at least one (1) Business Days prior to make any loan or loans, or provide any other financing, whether in the Closing Date a duly executed payoff letter in a customary form satisfactory to Parentof equity or debt, setting forth the total amounts payable pursuant to the Company Credit Facility or any of its Subsidiaries, but will evaluate each request for a loan or other financing at the time made and will decide in such Person’s absolute and sole discretion whether to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under make the Company Credit Facility as of loan or provide the anticipated Closing Date, together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facilityfinancing requested. (b) From SHUSA agrees that, with respect to the date Santander Financing, it (and its nominees to the Board of this Agreement until Directors) will act in good faith and will not take any action, or fail to take any action, in its or their capacity as a Shareholder or director for the Initial purpose of causing the Company Merger Effective Timeto breach any provision of, each or default on its obligations or cause a failure of any condition under, the Santander Financing. Furthermore, subject to the then current Liquidity Policy, in the event that senior management of the Company, acting in good faith, determines it to be advisable to draw funds under the Santander Financing, then SHUSA and its respective Affiliates (including any directors nominated by SHUSA) shall not take any action, or fail to take any action (including failing to approve any Board Reserved Matter, SHUSA Reserved Matter or Shareholder Reserved Matter), which action or failure to act would prevent the Company from borrowing under the Santander Financing; provided that the conditions to such borrowing are otherwise satisfied. In connection with any action to be taken by the Company pursuant to Exhibit H of the Santander Financing, the Company will act, or refrain from acting, at the written direction of Sponsor Holdings. Banco Santander agrees that it shall comply with its obligation under the Santander Financing. (c) In the event that Sponsor Holdings and senior management of the Company reasonably determine in good faith that it is in the best interests of the Company for the Company to incur additional indebtedness for borrowed money and such financing is available from a third-party financing source which is not an Affiliate of the Company or any of the Shareholders (a “Third-Party Financing Source”) to the Company on terms which, in the reasonable, good faith determination of Sponsor Holdings and senior management of the Company, are commercially reasonable, in the best interests of the Company and Parent shallare consistent with the Company’s then current business plan and budget (such financing, “Available Financing”), then Shareholders and shall cause their respective Subsidiaries toAffiliates (including any directors nominated by SHUSA or the Investor Group) shall not take any action, cooperate with one another as reasonably requested by the other Partyor fail to take any action (including failing to approve any Board Reserved Matter, in connection with obtaining SHUSA Reserved Matter or refinancing any debt financing of ParentShareholder Reserved Matter), which action or failure to act would prevent the Company from obtaining such Available Financing from such Third-Party Financing Source unless the Shareholders or their respective Affiliates, including by (i) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, are willing to provide equivalent financing on terms that, taken as a whole, are no less favorable to the Company than the terms of the Available Financing. This Section 4.12(c) shall terminate and be of no further force and effect upon the occurrence of an Investor Group Termination. (d) In the event that any Qualifying Payment is paid by any borrower under any of the Santander Three Year Credit Agreement, the Santander Five Year Credit Agreement or the Santander ABS Credit Agreement, upon written notice of such payment by Sponsor Holdings, Banco Santander shall promptly pay to Sponsor Holdings an amount equal to the product of (i) the amount of the Qualifying Payment and (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingentSponsor Holdings’ Proportionate Percentage.

Financing Matters. (a) The At the request of Parent, the Company and shall (or shall cause its applicable Subsidiary to) (i) (A) deliver notices of prepayment (which may be delivered at Parent’s request in advance of the Closing Date so long as they are contingent upon the occurrence of the Closing) in respect of any Indebtedness of the Company or any of its Subsidiaries specified by Parent (including, without limitation, the Company Margin Facility) within the time periods reasonably requested by Parent and take such other actions reasonably requested by Parent to facilitate the prepayment of amounts outstanding in respect of such Indebtedness on or following the Closing Date (it being understood and agreed that any prepayment shall deliver be contingent upon the occurrence of the Closing and, notwithstanding anything in this Section 5.22 to the contrary, no actions shall be required which would obligate the Company or its Subsidiaries to complete such prepayment prior to the occurrence of the Closing) and (B) use commercially reasonable efforts to arrange for customary payoff letters, terminations of commitments, lien terminations, releases and instruments and acknowledgements of discharge, in each case in respect of such Indebtedness to be delivered to Parent at least one on or prior to the Closing Date (1it being understood and agreed that commercially reasonable efforts will be used to deliver drafts of such documents to Parent no later than five (5) Business Days prior to the Closing Date a duly executed payoff letter Date) and (ii) use commercially reasonable efforts to take any reasonable actions as may be required in a customary form satisfactory connection with the Combination to Parentfacilitate the continuation of amounts outstanding in respect of any such Indebtedness specified by Parent following the Closing, setting forth including, without limitation, the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Date, together with appropriate wire instructionspreparation of, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged execution and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect delivery of, such Company Credit Facilitysupplemental indentures, officers’ certificates, notices and legal opinions. (b) From The Company shall, and shall cause each of its Subsidiaries to, take the date of this Agreement until the Initial Company Merger Effective Time, each actions on Section 5.22(b) of the Company and Disclosure Letter. At the request of the Company, Parent shall, and shall cause their respective each of its Subsidiaries to, cooperate with one another as reasonably requested by the other PartyCompany to undertake the actions on Section 5.22(b) of the Company Disclosure Letter. (c) The Parent shall, in connection with obtaining or refinancing any debt financing and shall cause each of its Subsidiaries to, take the actions on Section 5.22(c) of the Parent Disclosure Letter. At the request of Parent, the Company or their Affiliatesshall, including by (iand shall cause each of its Subsidiaries to, cooperate with Parent to undertake the actions on Section 5.22(c) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingentParent Disclosure Letter.

Financing Matters. (a) The Company and Without limiting the generality of Buyer’s obligations under Section 8F, Buyer shall use its Subsidiaries shall deliver commercially reasonable efforts to Parent at least one (1) Business Days prior take, or cause to the Closing Date a duly executed payoff letter in a customary form satisfactory to Parent, setting forth the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Date, together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holderbe taken, all Indebtedness under actions and to do, or cause to be done, all things necessary, proper or advisable to arrange the Company Credit Facility shall be discharged Financing on the terms and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined conditions described in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested by the other Party, in connection with obtaining or refinancing any debt financing of Parent, the Company or their AffiliatesCommitment Letters, including by using commercially reasonable efforts to (i) furnishing financial and other pertinent information of Parent, maintain in effect the Company or their Subsidiaries necessary to show commitment for the pro forma impact of Financing set forth in the Transactions on Parent, the Company and its Subsidiaries, as applicableCommitment Letters, (ii) cooperating negotiate definitive agreements with respect thereto on the creation terms and perfection of pledge and security instruments effective as of conditions contemplated by the Initial Company Merger Effective Time Commitment Letters or, to the extent the financing contemplated by the Commitment Letters is not available to Buyer, on other terms not materially less favorable to Buyer and (iii) satisfy on a timely basis all conditions in such Commitment Letters applicable to Buyer and its Affiliates that are within their control. In the event that all conditions to the commitment of any counterparty to the Commitment Letters providing pertinent information such Financing (other than conditions relating to (a) the availability or funding of Parentany of the Equity Financing or the failure of any equity funding condition of similar effect in the Debt Commitment Letter, (b) the Company failure to deliver documents by Buyer, any Equity Sponsor or any of their respective Affiliates at the Closing, (c) the failure to pay costs, fees, expenses and other compensation contemplated by the Commitment Letters or related letters (including the Fee Letter) payable by Buyer (or other borrower thereunder), any Equity Sponsor or any of their Subsidiaries that is respective Affiliates to the lead arrangers, other lenders and administrative agents or any other Person, or (d) a breach in any material respect by Buyer (or other borrower thereunder), any Equity Sponsor or any of their Affiliates under the Commitment Letters or related letters) have been satisfied, Buyer shall use its commercially reasonable efforts to cause the lenders and the other Persons providing such Financing to fund when required hereunder the Financing required to consummate the transactions contemplated hereby (including by taking enforcement action to cause such lenders and the other Persons providing such Financing to fund such Financing). If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which Debt Commitment Letter for reasons other than (x) the occurrence of an Enterprise G▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect or (y) the actual or reasonably anticipated failure of the conditions to the Closing is contingentset forth in Section 2A to be satisfied or the actual or reasonably anticipated failure by Seller to satisfy the conditions to Closing set forth in Section 2B, then Buyer shall use its commercially reasonable efforts to arrange to obtain alternative financing in an amount at least sufficient to consummate the transactions contemplated by this Agreement from alternative sources on terms not materially less favorable to Buyer as promptly as practicable following the occurrence of such event but no later than the Business Day immediately prior to the Termination Date (the “Alternative Financing”). Buyer shall give Seller prompt notice of any material breach by any party to the Commitment Letters of which Buyer becomes aware or any termination of the commitments under the Commitment Letters. Buyer shall keep Seller informed on a reasonably current basis of the status of its efforts to arrange the Financing.

Financing Matters. (a) Buyer is a party to and has accepted a fully executed commitment letter dated February 20, 2024 (together with all exhibits, schedules, annexes and other attachments thereto, collectively, as amended, supplemented, replaced, waived or otherwise modified in a manner not prohibited by Section 5.18(b), the “Debt Commitment Letter”) from the Financing Parties, pursuant to which the Financing Parties have agreed, subject to the terms and conditions thereof, to provide Debt Financing in the amounts set forth therein. The Company debt financing committed pursuant to the Debt Commitment Letter is collectively referred to in this Agreement as the “Debt Financing.” (b) ▇▇▇▇▇ has delivered to Transferor a true, complete and its Subsidiaries shall deliver correct copy of the executed Debt Commitment Letter and any fee letters related thereto, subject, in the case of such fee letters, to Parent at least one redactions of fee and other economic provisions (1including customary “flex” terms) Business Days in a manner customary for transactions of this type and that could not in any event adversely affect the conditionality, enforceability, availability, termination or aggregate gross amount of the Debt Financing. (c) Except as expressly set forth in the Debt Commitment Letter, there are no conditions precedent to the obligations of the Financing Parties to provide the Debt Financing or any contingencies that would permit the Financing Parties to reduce the total gross amount of the Debt Financing, including any condition or other contingency relating to the amount of availability of the Debt Financing pursuant to any “flex” provision. As of the date hereof, assuming satisfaction of the conditions to Closing set forth in Section 7.1 and Section 7.3, Buyer does not have any reason to believe that it will be unable to satisfy on a timely basis all material terms and conditions to be satisfied by it in the Debt Commitment Letter on or prior to the Closing Date a duly executed payoff letter in a customary form satisfactory to ParentDate, setting forth nor does Buyer have Knowledge that any of the total amounts payable pursuant Financing Parties will not perform its obligations thereunder. As of the date hereof, there are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Company Credit Facility to fully satisfy all principalDebt Commitment Letter that could adversely affect the availability, interestconditionality, feesenforceability, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as termination or aggregate gross amount of the anticipated Closing Date, together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit FacilityDebt Financing. (b) From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested by the other Party, in connection with obtaining or refinancing any debt financing of Parent, the Company or their Affiliates, including by (i) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingent.

Financing Matters. (a) The Company and its Subsidiaries shall deliver to Parent at least one (1) Business Days prior to the Closing Date a duly executed payoff letter in a customary form satisfactory to Each of Parent, setting forth the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Date, together with appropriate wire instructions, Merger Sub and the agreement from the administrative agent under the Company Credit Facility respective Guarantors jointly and severally covenants and agrees that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From if between the date of this Agreement until and the Initial Closing they at any time believe there is a reasonable possibility that they collectively will not have sufficient funds to timely and fully perform their respective obligations hereunder, including payment in full of the Merger Consideration and all other payments contemplated hereby (such circumstance a “Funding Shortfall”), then the Guarantors, Parent and Merger Sub (a) shall provide prompt written notice of such Funding Shortfall to the Company in the manner provided in Section 7.2, setting forth in reasonable detail the nature and extent of the Funding Shortfall and the proposed resolution thereof, and (b) shall promptly and diligently use their respective reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to arrange for financing (the “Alternative Financing”) in an amount sufficient to remedy the Funding Shortfall as promptly as reasonably practicable, such that the Guarantors, Parent and Merger Effective TimeSub will be able to timely consummate the Merger and fully perform their respective obligations hereunder without material delay. If Parent, each of Merger Sub or the Guarantors seek or will be relying on Alternative Financing to provide the funds necessary to consummate the Merger or any other transactions contemplated by this Agreement, Parent shall keep the Company and Parent shallthe Special Committee reasonably informed of the status of such Alternative Financing efforts, and shall cause including providing copies of all commitment papers or other documentation relating to such Alternative Financing as promptly as reasonably practicable after they become available to Parent, Merger Sub, any Guarantor, or any of their respective Subsidiaries toagents, cooperate with one another as reasonably requested by advisors or representatives. Notwithstanding the other Partyforegoing, in connection with obtaining or refinancing any debt financing of Parent, Merger Sub and the Company respective Guarantors acknowledge and agree that their respective obligations hereunder are not subject to any financing condition or their Affiliatescontingency, including by regardless of whether they require, seek or are able to obtain any Alternative Financing, or the terms or availability (ior unavailability) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingentthereof.

Financing Matters. (a) The Company Omega shall, and Omega Parent shall cause Omega to, use its Subsidiaries shall deliver reasonable best efforts to Parent arrange the Debt Financing on the terms and conditions described in the Debt Commitment Letters (including any flex provisions applicable thereto), including using reasonable best efforts to (A) negotiate definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters, (B) satisfy on a timely basis all conditions applicable to Omega in the Debt Commitment Letters that are within its control (or obtain the waiver of conditions applicable to Omega contained in the Debt Commitment Letters), including without limitation the timely preparation and delivery to the Debt Financing Sources of the Pro Forma Financial Information, (C) maintain in full force and effect the Debt Commitment Letters in accordance with the terms thereof and (D) draw down upon and consummate the Debt Financing contemplated by the Debt Commitment Letters at least one (1) Business Days or prior to the Closing Date Closing. (b) Omega shall keep Beta informed on a duly executed payoff letter reasonably current basis and in a customary form satisfactory reasonable detail with respect to Parentall material activity and developments concerning the status of its efforts to arrange the Debt Financing. Without limiting the generality of the foregoing, setting forth Omega shall notify Beta promptly, and in any event within two Business Days after it becomes aware thereof, (w) of any termination of the total amounts payable pursuant Debt Commitment Letters or any definitive agreement related to the Company Credit Facility to fully satisfy all principalDebt Financing, interest(x) of any actual or threatened breach or default by any party to, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as or any material dispute or disagreement among any of the anticipated Closing Dateparties to, together with appropriate wire instructionsthe Debt Commitment Letters or definitive agreements related to the Debt Financing, and (y) of the agreement from the administrative agent under the Company Credit Facility that upon payment in full receipt by Omega of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full any written notice or other communication (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction negotiations of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated definitive agreements with respect to the Company and its Subsidiaries Debt Financing) from any Debt Financing Source with respect to any breach, default, termination or repudiation by any party to any Debt Commitment Letters or any definitive agreement related to the Debt Financing or (z) if for any reason Omega no longer believes in good faith that it will be able to obtain all or any portion of the Debt Financing contemplated by the Debt Commitment Letters and the assets and equity of which secure such Indebtedness) and all liens related fee letters on the Company terms described therein. In addition, Omega promptly will provide Beta with copies of all executed definitive agreements with respect to the Debt Financing. (c) Prior to the Closing, each of Omega, Omega Parent and Beta shall use its reasonable best efforts to, and shall cause its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant Representatives to use their reasonable best efforts to, provide to the terms of Debt Financing Sources and each other party hereto such payoff letter) cooperation and equity securing the Company Credit Facility shall documents as may be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested by the other Party, in connection with obtaining or refinancing any debt financing of Parent, the Company or their Affiliates, including by (i) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt Debt Financing, including using reasonable best efforts to: (i) cooperate with the Debt Financing Sources’ due diligence, to the extent customary and reasonable and to the extent not unreasonably interfering with the business and operations of Beta, Omega, Omega Parent or any of their respective Subsidiaries (as applicable); (ii) participate in a reasonable number of management and other meetings (including customary one-on-one meetings with the lead arrangers for the Debt Financing), presentations, road shows, due diligence sessions and sessions with rating agencies on reasonable advance notice; (iii) execute and deliver any definitive financing documents, including any credit agreements, indentures, note purchase agreements, guarantees, pledge documents, security documents and other definitive financing documents and otherwise facilitating the pledging of, and the granting, recording and perfection of security interests in, share certificates, securities and other collateral; (iv) reasonably cooperate in the preparation of customary offering memoranda, confidential information memoranda, lenders’ presentations and similar documents and other customary marketing materials for prospective lenders and investors and materials for rating agency presentations for any Debt Financing, including providing customary authorization and representation letters to the Debt Financing Sources as contemplated by U.S. the Debt Commitment Letter; (v) ‎reasonably cooperate in securing (x) public corporate/family ratings for the borrower under the Debt Financing and (y) public ratings for the Debt Financing contemplated by the Debt Financing, in each case, from each of M▇▇▇▇’▇ ‎Investors Service, Inc., Fitch Group, Inc. and Standard & Poor’s Financial Services LLC; (vi) furnish to the Debt Financing Sources on a timely basis all documentation and other information required by regulatory authorities under applicable ‎applicable “know your customer” ”, beneficial ownership and anti-money laundering rules and regulations, including, without ‎limitation, the PATRIOT Act; (vii) request customary accountants’ consents with respect to financial information derived from Beta’s or Omega’s (as applicable) financial statements, and use commercially reasonable efforts to provide the financial information requested by Beta’s or Omega’s accounting firm, as applicable, to enable it to comply with such request, and assisting Omega and its counsel in delivery of customary legal opinions by Omega and its counsel in connection with effectuating the Debt Financing; (viii) coordinate customary payoff letters, lien terminations and instruments of discharge or release, as applicable, to be delivered at Closing that release Beta and its Subsidiaries and their respective assets or Omega and its Subsidiaries and their respective assets, as applicable, from all indebtedness for borrowed money contemplated to be paid off at the Closing and discharge all liens and security interests with respect thereto; (ix) provide reasonable assistance to facilitate the asset-based credit facility contemplated by the Debt Commitment Letter; and (x) take such corporate actions as shall be reasonably requested to authorize and permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to finance the transactions contemplated in this Agreement (subject to any limits on the use of proceeds set forth herein); provided, that (w) such requested cooperation does not unreasonably interfere with the foregoing cooperation obligations shall be limited to such actions upon which ongoing operations of Beta and its Subsidiaries; (x) until the occurrence of the Closing Date, none of Beta or its Subsidiaries shall have, or be required to incur, any liability or any obligation under any agreement or document related to the Debt Financing (in each case, other than with respect to the authorization letters referred to in clause (iv) above or customary representation letters delivered to its accountants), or to pay any commitment or similar fee or make any other payment or provide or agree to provide an indemnity in connection with the foregoing; (y) none of Beta or its Subsidiaries shall be required to (i) approve or enter into any agreement or binding commitment, except such agreements as become effective at or after the Closing Date (including that none of the boards of directors (or equivalent bodies) of Beta or its Subsidiaries shall be required to adopt any resolutions or take similar action approving the Debt Financing that would be effective prior to the Closing Date), excluding the authorization letters as contemplated by clause (iv) above and customary representations letters to its accountants, or (ii) deliver or cause the delivery of any legal opinions or any certificate as to solvency or any other certificate necessary for the Debt Financing, or (iii) deliver or cause the delivery of any financial information not customarily prepared by Beta with respect to the applicable period; and (z) no party shall be required to take any action that would reasonably be expected to result in the contravention of, or that would reasonably be expected to result in a violation of any applicable Laws or of any contracts binding on such party, its Subsidiaries or their respective property. Omega shall promptly, upon request by Beta, but no earlier than the earlier of (i) the Closing and (ii) the termination of this Agreement, reimburse Beta for all reasonable and documented out-of-pocket costs and expenses incurred by Beta or any of its Affiliates in connection with the cooperation of Beta and its Affiliates contemplated by this Section 5.12, and shall indemnify and hold harmless Beta, its Affiliates and its Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments, and penalties incurred or suffered by them in connection with any actions taken pursuant to this Section 5.12; provided, that such indemnity shall not apply to the extent such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments, or penalties result from the fraud or willful misconduct by Beta and its Affiliates or their respective directors, officers, employees and representatives. Without limiting the generality of the foregoing, each of Omega and Beta shall deliver to the Debt Financing Sources and the other parties hereto (i) its Required Bank Information by May 31, 2019 (it being agreed that any financial statements filed with the Securities and Exchange Commission and included in the Required Bank Information shall be deemed to be the delivered for purposes of this Section 5.12(c)) and (ii) the unaudited consolidated statement of operations of such party for, and the related unaudited consolidated balance sheet as of the end of, each fiscal quarter of such party (other than the fourth fiscal quarter) ended after the close of the fiscal quarter ending September 30, 2018 and at least forty-five (45) days prior to the Closing Date by no later than forty-five (45) days after the end of such fiscal quarter. (d) Each party (on behalf of itself and its Subsidiaries) hereby consents to and authorizes the use of (i) its Required Bank Information for the purpose of facilitating the Debt Financing and (ii) all of its and its Affiliates’ logos, trademarks and trade names used in its business (subject to such party’s quality control guidelines and approval by such party (such approval not to be unreasonably withheld, delayed or conditioned)) in connection with the Debt Financing contemplated by the Debt Commitment Letter; provided, that such logos, trademarks and trade names are used solely in a manner that is contingentnot intended to, nor reasonably likely to, harm or disparage the party providing such logos, trademarks and trade names and its Subsidiaries or the reputation or goodwill of such party or any of its Subsidiaries; and subject to the prior review by, and consent of, such party (such consent not to be unreasonably withheld or delayed). (e) Neither Omega nor its Subsidiaries or Representatives shall (without the prior written consent of Beta) execute, deliver or perform any waiver, consent, supplement, replacement or amendment to the Debt Commitment Letters if such waiver, consent, supplement, replacement or amendment would (i) expand any conditions to, or impose new or additional conditions to, the Debt Financing, (ii) reduce the aggregate amount of the Debt Financing available on the Closing Date below an amount sufficient to consummate the transactions contemplated by this Agreement (including payment of any fees and expenses and obligations required to be paid or satisfied by Beta, Omega, the Surviving Company or any of their Subsidiaries in connection with the transactions contemplated by this Agreement and the Debt Financing), or the length of the commitment therefor, or relieve any Debt Financing Source from its funding commitment thereunder, (iii) adversely impact the ability of Omega to enforce its rights against any other parties to such Debt Commitment Letters, (iv) impose additional obligations on Beta or on Beta’s Subsidiaries or Affiliates applicable to periods prior to the Closing, or (v) otherwise reasonably be expected to (A) delay, prevent or materially impede the consummation of the Mergers or (B) make the timely funding of the Debt Financing, or the satisfaction of the conditions to obtaining the Debt Financing, less likely to occur. Omega shall promptly deliver to Beta a true and complete copy of any such waiver, consent, supplement, replacement or amendment of the Debt Commitment Letters. (f) If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter or the Debt Commitment Letter shall be terminated for any reason (other than a breach by Beta of this Agreement), Omega shall use its reasonable best efforts to arrange alternative financing with terms and conditions not materially less favorable in the aggregate to Omega than those set forth in the Debt Commitment Letter, in an amount sufficient to consummate the transactions contemplated by this Agreement (the “Alternate Financing”) and to obtain, and, if obtained, to provide Beta with a copy of, a new financing commitment (the “New Financing Commitment”); it being understood that the provisions hereof applicable to the Debt Financing and the Debt Commitment Letter shall apply equally to such Alternate Financing and New Financing Commitment. To the extent applicable, Omega shall use its reasonable best efforts to take, or cause to be taken, all actions necessary to arrange promptly the Alternate Financing on the terms and conditions described in any New Financing Commitment, including using reasonable best efforts to take, or cause to be taken, all actions necessary to (A) negotiate definitive agreements with respect thereto on the terms and conditions contained in the New Financing Commitment, (B) satisfy on a timely basis all conditions applicable to Omega in the New Financing Commitment that are within its control (or obtain the waiver of conditions applicable to Omega contained in the New Financing Commitment), (C) maintain in full force and effect the New Financing Commitment in accordance with the terms thereof, and (D) draw down upon and consummate the Alternate Financing contemplated by the New Financing Commitment at or prior to the Closing Date. Notwithstanding anything contained in this Section 5.12(f) or anything else in this Agreement, in no event shall the reasonable best efforts of Omega be deemed or construed to require Omega to, and Omega shall not be required to, (x) pay any fees (in the aggregate) in excess of those contemplated by the Debt Financing as of the date hereof or (y) agree to conditionality or economic terms of the Debt Financing that are less favorable in the aggregate than those contemplated by the Debt Commitment Letter or related fee letter (including any flex provisions therein) as of the date hereof. (g) Beta shall, as soon as reasonably practicable after Omega so requests in writing, issue, or use its reasonable best efforts to cause the Trustee (as defined below) to issue, a notice of optional redemption for some or all (which amount shall be specified in Omega’s written request) of the outstanding aggregate principal amount of Beta’s 8.875% Senior Notes due 2021 (the “Existing Notes”), to the extent permitted by and pursuant to the requisite provisions of the indenture (the “Indenture”) governing the Existing Notes, dated as of February 11, 2014, among Beta, the guarantors party thereto, and U.S. Bank National Association, as trustee (the “Trustee”); provided, that such notice of optional redemption shall be conditioned upon one or more conditions precedent, including, but not limited to, the occurrence of the Closing. Beta shall provide Omega with a reasonable opportunity to review and comment on drafts of the definitive documentation for any such redemption. Beta agrees to assist Omega upon reasonable request in making arrangements for redemption, defeasance, satisfaction and/or discharge of the Existing Notes pursuant to the Indenture and shall timely provide the Trustee with such officers’ certificates, legal opinions and other documentation required by the Indenture or reasonably requested by the Trustee in connection therewith. (h) Beta shall, as soon as reasonably practicable after Omega so requests in writing, give notice to (i) the holders of its first lien notes (the “First Lien Notes”), outstanding under its first lie

Financing Matters. The Sellers shall, and shall cause each of the Company and any Company Subsidiary to, use commercially reasonable efforts to provide the Buyer with all cooperation reasonably requested by the Buyer to assist it in causing the conditions in the Debt Financing Commitment to be satisfied or as is otherwise necessary or reasonably requested by the Buyer in connection with the Debt Financing, including: (a) The Company and its Subsidiaries shall deliver to Parent at least one (1) Business Days prior to the Closing Date a duly executed payoff letter participation by officers in a reasonable number of meetings (including one-on-one), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies and prospective lenders or investors and obtaining assistance from its accountants, including participating in a reasonable number of drafting and accounting due diligence sessions, in each case in connection with the Debt Financing; (b) assisting the Buyer and the Debt Financing Sources with the timely preparation of customary form satisfactory to Parentrating agency presentations, setting forth marketing materials and information memoranda as may be required in connection with the total amounts payable pursuant to Debt Financing; (c) reasonably facilitate the Company Credit Facility to fully satisfy all principalpledging and mortgaging of collateral, interestincluding assisting with the preparation of security documents, fees, costsother definitive financing documents, and expenses owed to each holder of Indebtedness under other certificates or documents and back-up therefor as may be reasonably requested by the Company Credit Facility as of Buyer or the anticipated Closing Date, together with appropriate wire instructionsDebt Financing Sources, and otherwise reasonably facilitating the agreement from pledging of collateral and the administrative agent under the Company Credit Facility that upon payment in full granting of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations security interests in respect of letters the Debt Financing, provided that no obligation of credit and hedging arrangements with respect any Seller, the Company or any Company Subsidiary under any agreement, document or pledge related to which arrangements will be made to the satisfaction any of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) Debt Financing shall be terminated operative until the Closing; (d) furnishing the Buyer and the Debt Financing Sources, as promptly as practicable, with respect customary and readily available financial and other pertinent information relating to the Company and its the Company Subsidiaries in respect of their businesses as may be reasonably requested by the Buyer; (e) furnishing the Buyer and the assets Debt Financing Sources, as promptly as practicable, with financial and equity of which secure such Indebtedness) and all liens on other pertinent information relating to the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall Subsidiaries in respect of their businesses as may be immediately released reasonably requested by the Buyer; (f) reasonably cooperating with the Buyer to obtain customary and terminated without further actionreasonable corporate and facilities ratings, together consents, approvals, authorizations, non-invasive environmental assessments, legal opinions, surveys and title insurance as reasonably requested by the Buyer; (g) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation in connection with any applicable documents necessary to evidence the repayment or other retirement of existing indebtedness and the release and termination of any and all liens related liens) on or prior to the Company Closing Date, as well as cooperating to permit prospective lenders involved in the Debt Financing to evaluate and its Subsidiaries and their respective assess the assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent shallthe Company Subsidiaries for purposes of establishing collateral arrangements; (h) delivering notices of prepayment within the time periods required by the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, and shall cause their respective Subsidiaries togiving any other necessary notices, cooperate to allow for the payoff, discharge and termination in full at the Closing of all indebtedness; and (i) promptly and in any event at least ten (10) days before the Closing Date, furnishing the Buyer and the Debt Financing Sources with one another as all documentation and other information (to the extent reasonably requested by the other Party, in connection with obtaining or refinancing any debt financing of Parent, Debt Financing Sources at least fifteen (15) days prior to the Company or their Affiliates, including by (iClosing Date) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under pursuant to applicable “"know your customer” " and anti-money laundering rules and regulations; provided, that including the foregoing Patriot Act. Notwithstanding the foregoing, (A) nothing shall require such cooperation obligations as described in 6.20 to the extent it would, in the Company’s reasonable judgment, materially interfere with the business or operations of the Company or its Subsidiaries and (B) neither the Company nor any of its Subsidiaries shall be limited required to, or be required to such actions upon which commit to, (1) enter into or execute any agreement or document unless the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing, (2) until the Closing, take any corporate action (including any Board approvals) in connection with the Debt Financing, (3) take any action that would result in any officer, director or other representative of the Company or any of its Subsidiaries incurring any personal liability with respect to any matters relating to the Debt Financing, (4) until the Closing, deliver or cause the delivery of any legal opinions or any certificate as to solvency or any other certificate necessary for the Debt Financing or (5) until the Closing, deliver or cause the delivery of any pro forma financial information or any financial information in a form not customarily prepared by the Company with respect to such period. All non-public or other confidential information provided by the Company or any of its representatives pursuant to this 6.20 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Buyer shall be permitted to disclose such information in accordance with the Debt Financing Commitments. The Company shall be permitted a reasonable period to comment, on those portions of any confidential information memorandum, or other marketing document circulated to potential financing sources that contain or are based upon any such non-public or other confidential information. None of the Company or any of its Subsidiaries shall be required to bear any cost or expense, pay any commitment or other similar fee or make any other payment or incur any other liability prior to the Closing or provide or agree to provide any indemnity in connection with the Debt Financing or any of the foregoing matters described in 6.20. The Buyer shall reimburse the Company for its reasonable and documented out-of-pocket fees and expenses incurred pursuant to this 6.20. Notwithstanding anything to the contrary in this Agreement, the Buyer acknowledges and agrees that its obligation to consummate the Closing is contingentnot conditioned upon any Debt Financing being made available to the Buyer. The Sellers hereby consent to the use of the Company’s and the Company Subsidiaries’ logos in connection with the Debt Financing if such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or the Company Subsidiaries or the reputation or goodwill of the Company or the Company Subsidiaries, subject to the Company’s prior written consent.

Financing Matters. (a) The Company and its Subsidiaries shall deliver the Equityholders acknowledge that the Purchaser will be obtaining financing to Parent at least one fund a portion of the Merger Consideration after the date of this Agreement. In furtherance of such efforts, the Purchaser will need to provide third parties, including the underwriters for any Public Offering effected in order to raise capital to consummate the Transactions and their attorneys, equity investors and lenders from whom the Purchaser may be obtaining debt financing (1) Business Days prior collectively, “Financing Parties”), certain information about the Company (the “Company Information”). Promptly upon the request of the Purchaser, the Company and the Equityholders agree to the Closing Date provide Company Information to a duly executed payoff letter in Financing Party, as long as such Financing Party executes and delivers a customary form satisfactory to Parentnon-disclosure agreement, setting forth the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costs, of scope and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Date, together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect content reasonably acceptable to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on Equityholders. In addition, the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant the Equityholders agree to provide reasonable cooperation, as requested by the terms of such payoff letter) and equity securing Purchaser, in connection with the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securingarrangement of, and the negotiation of agreements with respect to, any guarantees such financing, including by causing the Company’s accountants to make themselves available for discussions with, and supply Company Information to, the Purchaser and its Subsidiaries in respect ofother parties, such Company Credit Facilityincluding any underwriters discussed above. (b) From The Company and the date Equityholders consent to the inclusion of this Agreement until Company Information, including financial statements of the Initial Company Merger Effective TimeCompany, each of in the SEC Form S-1 and Nasdaq and other filings that may be made by the Purchaser in connection with any Public Offering, provided that the Purchaser shall afford the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate the Equityholders with one another as reasonably requested by reasonable advance notice of any such inclusion. In the other Party, in connection with obtaining event the SEC or refinancing Nasdaq has any debt financing of Parent, the Company questions or their Affiliates, including by (i) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parentcomments concerning any such filings, the Company and its Subsidiariesthe Equityholders shall use commercially reasonable efforts, as applicableat the Purchaser’s sole expense, (ii) cooperating to assist and reasonably cooperate with the creation Purchaser and perfection of pledge its underwriters and security instruments effective as of independent accountants and their respective legal counsel and other advisors to resolve any such questions or comments, including providing access to Company management during normal business house and upon reasonable advance notice. (c) Beginning on the Initial Company Merger Effective Time date hereof and (iii) providing pertinent information of Parentcontinuing following Closing, the Company and their Subsidiaries that is required Equityholders shall use commercially reasonable efforts, at the Purchaser’s sole expense, to cooperate with the Purchaser’s reasonable requests in connection with the Purchaser’s compliance with applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; providedLaws with respect to the transactions hereunder, that the foregoing cooperation including: (i) providing access to its management SEC reporting obligations shall be limited to such actions upon which the occurrence of the Closing is contingenttransactions hereunder, including the preparation by the Purchaser of pro forma financial statements and addressing purchase accounting issues; and (ii) allowing access to the Company’s independent accountants (including to the extent required by such accountants, consent to the release of their work papers to the Purchaser or the Purchaser’s independent accountants), and discussing with the Equityholders’ independent accountants appropriate consents to fulfill the Purchaser’s reporting requirements, including financial statements and the notes thereto. (d) The Purchaser shall, promptly upon written request by the Company or the Equityholders, reimburse the Company and the Equityholders for all reasonable costs incurred in connection with their cooperation pursuant to this Section 5.10.

Financing Matters. (a) The Company Each of Buyer and Parent shall use its Subsidiaries shall deliver commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the Equity Financing in advance of Closing. Upon request of Seller, Buyer will notify Seller in reasonable detail regarding all material developments concerning the Equity Financing. Buyer or Parent at least one (1) Business Days prior to the Closing Date a duly executed payoff letter in a customary form satisfactory to Parent, setting forth the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as will promptly notify Seller if any portion of the anticipated Closing Date, together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit FacilityEquity Financing becomes unavailable. (b) From During the date Interim Period, Seller shall use commercially reasonable efforts to, and shall cause the Companies and its and their respective Representatives to use commercially reasonable efforts to, provide, at Buyer’s sole cost and expense, all information as may be reasonably requested by Buyer in connection with Buyer’s and Parent’s efforts to obtain the Equity Financing provided that (i) none of this Agreement until Seller or any Company shall be required to pay any commitment or other similar fee or incur any Liability in connection with the Initial Equity Financing, (ii) such provision does not unreasonably interfere with the ongoing operations of Seller or any Company Merger Effective Timeand their businesses, each (iii) Seller shall not have any Liability for any statements, materials or information provided by Seller or any Company or their Representatives to Buyer in connection with obtaining the Equity Financing and (iv) none of Seller or any Company shall have any Liability for any statements, materials or information provided by Seller or any Company or their Representatives to Buyer in connection with obtaining the Company Equity Financing. Buyer and Parent shall, promptly upon request by Seller, reimburse Seller for all reasonable and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested documented out-of-pocket costs incurred by Seller or the other Party, Companies in connection with obtaining or refinancing any debt financing of Parent, the Company or their Affiliates, information provided pursuant to this Section 5.12 (including by (i) furnishing financial reasonable legal costs and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company expenses); and its Subsidiaries, as applicable, (ii) cooperating with the creation shall indemnify and perfection of pledge hold harmless Seller and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the each Company and their Subsidiaries that is required Representatives from and against any and all Losses suffered or incurred by such Persons arising from the information provided by such Persons pursuant to this Section 5.12 in arranging the Equity Financing EVEN IF CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), STRICT LIABILITY OR LEGAL FAULT OF SUCH INDEMNIFIED PERSON (other than to the extent such Losses arise from the willful misconduct or gross negligence of Seller or any Company or any of their Representatives) and any information utilized in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingenttherewith.

Financing Matters. (a) Parent will use its reasonable best efforts to arrange and obtain the Debt Financing, if necessary, at or prior to the Closing on the terms and conditions described in the Debt Commitment Letter, and, without the Company’s prior written consent, will not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter if such amendment, modification or waiver would (i) reduce the aggregate amount of the Debt Financing as provided in the Debt Commitment Letter below the Required Amount, or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, in each case, to the receipt by Parent at or prior to the closing of the Debt Financing; provided, however, that Parent, Holdco, Rooster Merger Sub and Parent Merger Sub may (x) amend the Debt Commitment Letter to add creditworthy lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement if the addition of such parties, individually or in the aggregate, would not reasonably be expected to delay or prevent the consummation of the Debt Financing or the Closing or (y) otherwise amend or replace the Debt Commitment Letter so long as (A) such amendment does not impose terms or conditions that would reasonably be expected to delay or prevent the Closing, (B) the terms do not reduce the aggregate amount of the Debt Financing as provided in the Debt Commitment Letter below the Required Amount and (C) with respect to replacements, the replacement debt commitments otherwise satisfy the terms and conditions of Alternative Financing set forth below. In the event of such amendment or replacement of the Debt Commitment Letter as permitted by the proviso to the immediately preceding sentence, the financing under such amended or replaced Debt Commitment Letter will be deemed to be “Debt Financing” as such term is used in this Agreement. Parent shall promptly notify the Company if, at any time prior to the Closing Date, (i) the Debt Commitment Letter shall expire or be terminated for any reason, (ii) any Financing Source that is a party to the Debt Commitment Letter notifies Parent that such source no longer intends to provide financing to Parent or that Parent is in breach thereof or (iii) for any reason Parent no longer believes in good faith that it will be able to obtain an aggregate amount of the Debt Financing as provided in the Debt Commitment Letter of at least the Required Amount. Parent will use its reasonable best efforts to (i) maintain in effect the Debt Commitment Letter (including any definitive agreements entered into in connection therewith), (ii) satisfy when required by the Debt Commitment Letter as in effect on the date of this Agreement all conditions in the Debt Commitment Letter applicable to Parent, Holdco, Rooster Merger Sub and Parent Merger Sub to obtaining the Debt Financing at or prior to the Closing, (iii) negotiate and enter into definitive agreements with respect to the Debt Commitment Letter on terms and conditions consistent in all material respects with the Debt Commitment Letter (as such terms and conditions may be modified or adjusted in accordance with the terms hereof and thereof and within the limits of the “market flex” provisions set forth in the Fee Letters) at or prior to the Closing (such definitive agreements, together with the Debt Commitment Letter, the “Financing Agreements”), (iv) upon satisfaction of the conditions contained in the Debt Commitment Letter, consummate the Debt Financing at or prior to the Closing and (v) in the event of a failure to fund by Financing Sources in accordance with the Debt Commitment Letter that prevents, impedes or delays Closing, enforce its rights under the Debt Commitment Letter with respect thereto. Upon the reasonable request of the Company, Parent will keep the Company reasonably informed on a reasonably timely basis of any material developments in the status of Parent’s and Merger Sub’s efforts to arrange the Debt Financing. (b) If the Debt Commitment Letter shall expire or terminate for any reason, or if any portion of the amount of the Debt Financing necessary to fund the Required Amount becomes reasonably likely to be unavailable on the Closing Date, (i) Parent will promptly notify the Company and (ii) Parent will use its reasonable best efforts to arrange and obtain, as promptly as practicable following the occurrence of such event, a new debt financing commitment that provides for a debt financing, the net cash proceeds of which, when added to the portion of the Debt Financing that is available, cash and cash equivalents and equity issuances (prior to the Closing Date) of Parent, Holdco, Rooster Merger Sub, Parent Merger Sub and their respective Subsidiaries, will be sufficient to fund the Required Amount, in each case, with conditions not materially less favorable, taken as a whole, to Parent, Merger Sub and the Company than the conditions set forth in the Debt Commitment Letter as in effect on the date of this Agreement, which new commitment shall include a termination date not earlier than the Outside Date (“Alternative Financing”). In such event, (i) the term “Debt Financing” as used in this Agreement will be deemed to include the Alternative Financing, (ii) the term “Debt Commitment Letter” will be deemed to include any commitment letters, together with all annexes, exhibits, schedules and attachments thereto, and all term sheets and fee letters related thereto, in each case, with respect to the Alternative Financing, and (iii) the term “Financing Agreements” will be deemed to include any definitive agreement with respect to the Alternative Financing. (c) The Company shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause its and their Representatives to, provide all cooperation reasonably requested by Parent in connection with the arrangement, marketing, preparation and closing of such financing arrangements of Parent and its Subsidiaries (including the Debt Financing and assumptions, guarantees, amendments, supplements, modifications, refinancings, replacements, repayments, terminations or prepayments of existing financing arrangements) as is necessary or desirable for Parent to consummate the Mergers and to consummate the other transactions contemplated hereby. Such cooperation shall deliver include, to the extent so requested, (i) causing senior management of the Company to participate with senior management of Parent in a reasonable number of customary meetings, presentations (including rating agency presentations) and due diligence telephone conferences with prospective financing sources and rating agencies in connection with the Debt Financing, and causing its independent auditors to cooperate with Parent in connection with the Debt Financing; (ii) providing reasonable and timely assistance with the preparation of materials for presentations, offering memoranda, bank memoranda, confidential information memoranda, prospectuses and similar documents required in connection with such rating agency presentations and financing arrangements, and (iii) to the extent requested in writing at least one nine (19) Business Days prior to the Closing Date a duly executed payoff letter in a customary form satisfactory to ParentClosing, setting forth the total amounts payable pursuant delivering at least four (4) Business Days (or such shorter period as may be agreed to) prior to the Company Credit Facility to fully satisfy Closing all principal, interest, fees, costs, documentation and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Date, together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated information with respect to the Company and its Subsidiaries that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the USA PATRIOT Act, as is required by numbered paragraph 9 of Annex B to the Debt Commitment Letter and a beneficial ownership certificate, (iv) furnishing Parent promptly with such financial and other pertinent information regarding the assets Company and equity its Subsidiaries as may be reasonably requested by Parent in connection with the preparation of which secure such Indebtednessmaterials for the Debt Financing (including, for the avoidance of doubt, the financial statements required by numbered paragraph 8(b) of Annex B to the Debt Commitment Letter and customary business and historical financial information to assist Parent in its preparation of the pro forma financial statements necessary to arrange the Debt Financing (including, as applicable, to comply with Accounting Standards Codification 606 (Revenue from Contracts with Customers) and all Accounting Standards Codification 842 (Leases)) and customary authorization and representation letters, and (v) assistance with the negotiation, execution and delivery of definitive financing documents in respect of the Debt Financing, including credit agreements, guarantee and collateral documents, customary closing certificates, perfection certificates, a customary solvency certificate (in the form of the solvency certificate attached as Schedule I to Annex B of the Debt Commitment Letter) and any schedules thereto as may be required by the financing sources or as may be necessary to facilitate the creation, perfection or enforcement of liens on securing the Debt Financing to the extent required, (vi) taking corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of the Debt Financing, and (vii) promptly after obtaining Knowledge thereof, supplementing the written information provided pursuant to this Section 5.17 to the extent that any such information contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. Notwithstanding the foregoing, the Company and its Subsidiaries and their respective assets Representatives shall not be required to enter into any Contract, letter, certificate, document, agreement or other instrument (other than liens securing customary authorization and representation letters) that will be effective prior to the Effective Time and nothing in this Section 5.17 shall require (w) such cooperation to the extent it would disrupt or unreasonably interfere with the business or operations of the Company or any of its Subsidiaries or cause any condition to the Closing set forth in Article VI to not be satisfied or otherwise cause any breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that would reasonably be expected to violate, in the opinion of the Company, after consultation with its outside counsel, applicable Law (x) the Company Board or the board of directors or similar governing body of any Subsidiary of the Company (or any committee of any such governing body) to adopt resolutions, approve any Contract, letter, certificate, document, agreement or other instrument (other than customary authorization and representation letters to the extent necessary) or otherwise take any action that would be effective prior to the Closing, or (y) the Company or any of its Subsidiaries, or any Representative thereof, to pay any fee or other amount, or to incur any Liability (including due to any act or omission by the Company or any of its Subsidiaries or any of their respective Representatives) prior to the Closing, for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent. It is understood and agreed that a failure to consummate the Debt Financing shall not, in and of itself, constitute a failure by the Company to satisfy its obligations under letters this Section 5.17. Parent acknowledges and agrees that any access or information contemplated to be provided by the Company or any of credit that may survive its Subsidiaries pursuant to this Section 5.17 shall, to the terms extent such information constitutes material non-public information of the Company, only be provided to other Persons (including any actual or potential lender, investor, arranger, bookrunner, administrative agent, collateral agent or Person otherwise involved in the provision or the arrangements of the Debt Financing), if such other Person affirmatively agrees to maintain the confidentiality of such payoff letterinformation pursuant to a customary confidentiality agreement and to comply with all federal and state securities Laws applicable to such information (it being understood that the acknowledgment and acceptance by any actual or potential lender, investor, arranger, bookrunner, administrative agent, collateral agent or Person otherwise involved in the provision or the arrangements of the Debt Financing that such information is being disseminated on a confidential material, non-public information basis, in accordance with the standard syndication processes of the Financing Sources or customary market standards for dissemination of such type of information, shall be deemed to satisfy the requirements of this sentence). (d) If requested by Parent, but subject to the limitations set forth in Section 5.17(c), the Company shall, and equity securing shall cause its Subsidiaries to, use reasonable best efforts to, to cooperate with Parent in arranging for, at the Closing, an amendment or amendments to any of the Company Credit Facility or pursuing any approach reasonably chosen by Parent for the assumption, defeasance, satisfaction and discharge, constructive satisfaction and discharge, refinancing, repayment, repurchase, redemption, termination, amendment, guarantee, purchase, unwinding or other treatment of, the Company Credit Facility and the indebtedness incurred pursuant thereto (any such transaction, a “Debt Transaction”). Subject to the limitations set forth Section 5.17(c), the Company shall use reasonable best efforts to, and shall cause its Subsidiaries to use reasonable best efforts to, cause its and their respective Representatives to provide cooperation and assistance reasonably requested by Parent in connection with the Debt Transactions; provided, that the effectiveness of any documents in connection with such Debt Transaction or, in the case of a notice of prepayment or redemption, such prepayment or redemption, shall be immediately released expressly conditioned on the Closing. It is understood and agreed that a failure to effectuate any Debt Transaction shall not constitute a failure by the Company to satisfy its obligations under this Section 5.17. (e) The Company shall, and shall cause its Subsidiaries to, after (and not prior to) the receipt of a written request from Parent to do so in furtherance of the Debt Financing, deliver all notices and take all other actions to facilitate the termination at the Effective Time of all commitments in respect of each of the Company Credit Facility and any other indebtedness of the Company or its Subsidiaries for borrowed money and other indebtedness for which delivery of a payoff letter would be customary to be paid off, discharged and terminated without further actionon the Closing Date as specifically requested by Parent in writing, together with any applicable documents necessary to evidence and the release on the Closing Date of any Liens securing such indebtedness and termination guarantees in connection therewith. In furtherance and not in limitation of all liens on the foregoing, if requested by Parent in furtherance of the Debt Financing, the Company and its Subsidiaries and their respective assets and equity securingshall use reasonable best efforts to deliver to Parent (i) at least five (5) days prior to the Closing Date (or such short period as agreed by Parent), and any guarantees by the Company and its Subsidiaries in a draft payoff letter with respect of, such Company Credit Facility. (b) From the date of this Agreement until the Initial Company Merger Effective Time, to each of the Company Credit Facility and Parent shall, and shall cause their respective Subsidiaries to, cooperate with one another as reasonably (to the extent requested by the Parent to the Company in writing) any other Party, in connection with obtaining or refinancing any debt financing indebtedness (including mortgages) of Parent, the Company or their Affiliatesits Subsidiaries to be paid off, discharged and terminated on the Closing Date and (ii) on or at least one Business Day Closing Date, an executed payoff letter with respect to each of the Company Credit Facility and such other indebtedness (including by (imortgages) furnishing financial and other pertinent information of Parent, the Company or their its Subsidiaries necessary to show be paid off, discharged and terminated on the pro forma impact Closing Date, in each case in form and substance customary for transactions of this type, from the Persons (or the applicable agent on behalf of the Transactions on ParentPersons) to whom such indebtedness is owed. (f) Parent shall indemnify, defend and hold harmless the Company Company, its Subsidiaries and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” respective Representatives from and anti-money laundering rules against any and regulations; providedall Liability, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingent.losses, damages, Legal Action, fees and expenses (including fees and expen

Financing Matters. (a) The Company and its Subsidiaries shall deliver to Parent at least one (1) Business Days prior to the Closing Date a duly executed payoff letter in a customary form satisfactory to Parent, setting forth the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Date, together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent shall, and shall cause its Subsidiaries (including Merger Sub) to, use reasonable best efforts (taking into account the expected timing of the Marketing Period) to take all actions and to do or cause to be done all things necessary, proper or advisable to consummate, and obtain the proceeds of, the Financing on the terms and conditions described in the Debt Commitment Letter; provided that Parent may amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement so long as such amendment is in accordance with the Debt Commitment Letter as of the date hereof and is otherwise in accordance with this Section 5.15(a). Parent shall not agree to, or permit, any amendment or modification to be made to, any waiver of any provision under, or the giving of any consent under or with respect to, or any termination of, the Debt Commitment Letter or the definitive agreements relating to the Financing without the prior written consent of the Company if such amendment, supplement, modification, termination, waiver or consent: (i) reduces or would reasonably be expected to reduce the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to such fees and original issue discount contemplated by the Debt Commitment Letter and related fee letters (including pursuant to any “flex” provisions thereof) in effect on the date hereof) unless (A) the Financing is increased by such amount, (B) such amount is available to be borrowed under any revolving credit facility of Parent or (C) such amount is available through additional equity contributions and, after giving effect thereto, the representations and warranties set forth in Section 4.08 are true and correct in all material respects; (ii) imposes new or additional conditions or otherwise adversely expands, amends or modifies any of the conditions precedent to the Financing, or otherwise expands, amends or modifies any other provision of the Debt Commitment Letter, in each case of this subsection (ii), in a manner that would reasonably be expected to materially delay, hinder or prevent the ability of Parent to consummate the Closing or in a manner that would cause the satisfaction of the conditions to obtaining the Financing less likely to occur; or (iii) would otherwise materially adversely impact the ability of Parent to enforce its rights against other parties to the Debt Commitment Letter or the definitive agreements relating to the Financing or otherwise to timely consummate the Transactions. Parent shall promptly deliver to the Company copies of any amendment, modification or waiver to or under the Debt Commitment Letter or the definitive agreements relating to the Financing entered into in accordance with this Section 5.15(a). (b) Parent shall, and shall cause its Subsidiaries (including Merger Sub) to, use reasonable best efforts to: (i) maintain in effect and comply with the Debt Commitment Letter in accordance with its terms (as the Debt Commitment Letter may be amended, modified, supplemented or replaced as otherwise permitted hereby); (ii) negotiate and enter into definitive financing agreements with respect to the Financing on the terms and conditions contained in the Debt Commitment Letter (including the “flex” provisions contained in any related fee letter) or on other terms not less favorable to Parent in any material respect than the terms and conditions in the Debt Commitment Letter (including the “flex” provisions contained in any related fee letter) as promptly as practicable after the date hereof but in no event later than the Closing; provided that in no event shall any such definitive financing agreement contain terms (other than those included in the Debt Commitment Letter) that would reasonably be expected to materially delay, hinder or prevent the ability of Parent to consummate the Closing; (iii) satisfy (or, if deemed advisable by Parent, seek the waiver of) on a timely basis all conditions applicable to Parent that are within its control as set forth in the Debt Commitment Letter and the definitive agreements relating to the Financing and to comply with all of its obligations under the Debt Commitment Letter and the definitive agreements relating to the Financing; (iv) enforce its rights under the Debt Commitment Letter and the definitive agreements relating to the Financing; and (v) give the Company prompt written notice of (A) any material breach (or material breach threatened in writing) by any party to the Debt Commitment Letter, any event or circumstance that makes a condition precedent to the Financing unable or unlikely to be satisfied, any material dispute or disagreement between or among any parties to the Debt Commitment Letter or definitive agreements relating to the Financing with respect to the amount of or the obligation to fund the Financing, or any termination of the Debt Commitment Letter or any definitive agreement relating to the Financing, in each case, of which Parent has become aware and (B) otherwise keep the Company reasonably informed of the status of its efforts to arrange the Financing (or any Alternate Financing); provided that in no event shall Parent be under any obligation to disclose information that would waive the protection of attorney-client privilege if such party shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.15 shall require, and in no event shall the reasonable best efforts of Parent be deemed or construed to require, Parent or any Affiliate thereof to pay any fees or other amounts materially in excess of those contemplated by the Debt Commitment Letter and any fee letter related thereto (including pursuant to the “flex” provisions contained therein), other than its legal and other out-of-pocket costs and expenses. (c) If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter or the Debt Commitment Letter is terminated or modified in a manner materially adverse to Parent for any reason, Parent shall use reasonable best efforts to arrange and obtain alternative financing from the same or alternative sources for such portion as promptly as practicable following such event (but no later than the date on which the Closing would otherwise occur under Section 2.02) on terms no less favorable to Parent than those contained in the Debt Commitment Letter and in an amount sufficient, together with cash, if any, on hand of the Parent and its Subsidiaries and the Company, to pay the Aggregate Closing Merger Consideration and the other payments payable pursuant to Article II and to consummate the Transactions (the “Alternate Financing”) and, if obtained, will provide the Company with a copy of the new financing commitment on terms and conditions (including all terms, termination rights, flex provisions and funding conditions) not materially less favorable in the aggregate to Parent than those included in the Debt Commitment Letter (an “Alternate Debt Commitment Letter”); provided that the Alternate Financing shall not, without the prior written consent of the Company, include any conditions precedent that are more onerous than or in addition to the conditions precedent set forth in the Debt Commitment Letter. Parent shall, and shall cause its Subsidiaries (including Merger Sub) to, use reasonable best efforts (taking into account the expected timing of the Marketing Period) to take all actions and things necessary, proper or advisable to comply with the terms of Section 5.15(a) as though the references therein to the Debt Commitment Letter and the Financing were instead references to the Alternate Debt Commitment Letter and the Alternate Financing, respectively. Parent and Merger Sub shall, and shall cause their respective Subsidiaries to, cooperate use reasonable best efforts (taking into account the expected timing of the Marketing Period) to take all actions and things necessary, proper or advisable to arrange promptly and consummate the Alternate Financing on the terms and conditions described in any Alternate Debt Commitment Letter, including by complying with one another its obligations under Section 5.15(b) as though the references therein to the Debt Commitment Letter and the Financing were instead references to the Alternate Debt Commitment Letter and the Alternate Financing, respectively. (d) Prior to the Closing, the Company shall use reasonable best efforts to provide, and shall use reasonable best efforts to cause each of its Subsidiaries and Representatives to promptly provide, to Parent and Merger Sub, in each case at Parent’s sole expense, all cooperation reasonably requested by the other Party, Parent that is customary in connection with obtaining or refinancing any debt financing the arrangement of Parent, the Company or their AffiliatesFinancing, including by using reasonable best efforts to: (i) furnishing assist with the provision, execution and delivery of a credit agreement, guarantees, pledges of collateral, certificates, documents as may be reasonably requested by Parent to otherwise facilitate the pledging of collateral (including cooperation in connection with the pay-off of existing indebtedness to the extent contemplated by this Agreement and the release of related Liens and termination of security interests and guarantees) and other customary documents in connection with the Financing (or Alternate Financing, as applicable); (ii) provide Parent the Required Information and such other financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, regarding the Company and its SubsidiariesSubsidiaries as may be reasonably requested by Parent that is required by the Debt Commitment Letter and otherwise customarily required for completion of similar debt financing as the Financing; (iii) (A) participate in a reasonable number of presentations, meetings, road shows, due diligence sessions, drafting sessions and sessions with ratings agencies in connection with the Financing (or Alternate Financing, as applicable); and (B) reasonably assist Parent and its Financing Sources in obtaining ratings if and as contemplated by the Financing (or the Alternate Financing, as applicable) and the preparation of all agreements (including review of schedules for completeness), ratings agency presentations, offering documents, prospectuses, private placement memoranda, confidential and public bank information memoranda (including the execution and delivery of customary representation letters in connection with bank information memoranda to be included in the offering documents contemplated in connection with the Financing (or Alternate Financing, as applicable)), and other marketing materials reasonably required for the Financing (or Alternate Financing, as applicable), in each case subject to reimbursement by Parent pursuant to Section 5.15(e); (iv) request its independent auditors to provide, consistent with customary practice, (i) reasonable assistance in preparing offering documents, bank information memorandum, and similar marketing documents that include or incorporate the Company’s consolidated financial information and their reports thereon, in each case, to the extent such consent is required, (ii) cooperating reasonable assistance in the preparation of pro forma financial statements by Parent, (iii) customary comfort letters (including “negative assurance” comfort) upon completion of customary procedures, and (iv) reasonable assistance and cooperation to Parent with respect to any auditor due diligence; (v) permit the creation Lenders to evaluate the Company’s and perfection its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of pledge and security instruments effective establishing collateral arrangements as of the Initial Company Merger Effective Time Closing Date and to assist with other reasonable and customary collateral audits and due diligence examinations; (iiivi) providing pertinent information take all corporate actions reasonably requested by Parent that are necessary or customary to permit the consummation of Parentthe Financing (or Alternate Financing, as applicable) and to permit the proceeds thereof, together with the cash at the Company and their each of its Subsidiaries, if any (not needed for other purposes), to be made available at the Closing to consummate the Transactions; and (vii) promptly provide all documentation and other information about the Company and its Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsregulations (including the PATRIOT Act) as may be reasonably requested by Parent to the extent required to consummate the Financing in accordance with the terms of the Debt Commitment Letter (subject to the receipt by Parent of customary confidentiality undertakings from the recipients of such information); (viii) provided that (u) none of the Company or any of its Subsidiaries or any Representatives of any of the foregoing shall be responsible for the preparation of any pro forma financial information or required to deliver any legal opinions or “cold comfort letters”, (v) no obligation of the Company or any of its Subsidiaries, or any Lien on any of their respective assets, in connection with the Financing or Alternate Financing shall be effective until the Effective Time; provided(w) none of the Company or any of its Subsidiaries or any Representatives of any of the foregoing shall be required to pay any commitment or other fee or expense or incur any other liability in connection with the Financing or Alternate Financing prior to the Effective Time; (x) no director or officer of the Company or any of its Subsidiaries shall be required to execute any agreement, certificate, document or instrument with respect to the Financing or Alternate Financing that would be effective prior to the Effective Time (other than the customary representation letters referred to in clause (iii) above); (y) neither the Company nor any of its Subsidiaries shall be required to take any action contemplated by this Section 5.15(d) that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries and (z) neither the Company nor its Subsidiaries shall be required to provide any information or take any action that will conflict with or violate its organizational documents or applicable Law, or would result in a violation or breach or default under any Contract to which the Company or any of its Subsidiaries is a party or which would result in the waiver of a legal privilege (provided that in the event that the foregoing cooperation obligations Company or any other Subsidiary thereof does not provide any information in reliance on this clause (z), the Company or such Subsidiary (as applicable) shall use reasonable best efforts to provide notice to Parent promptly upon obtaining knowledge that such information is being withheld, and shall use reasonable best efforts to communicate, to the extent permitted, the applicable information in a way that would not have such an effect and to eliminate such restrictions); it being understood and agreed that information and documents provided by the Company may be limited delivered (i) as is customarily required to such actions upon which the occurrence be disclosed in any rating agency presentations, offering documents, placement memoranda, bank information memoranda (confidential and public) and similar documents related to any Financing or Alternate Financing or (ii) to any agents, Lenders or prospective Lenders, ratings agencies and other financial institutions and investors or their respective Representatives that are or may become parties to or investors in any Financing or Alternate Financing and to any underwriters, arrangers, initial purchasers or placement agents in connection with any Financing or Alternate Financing (and, in each case, to their respective counsel and auditors) in each case subject to confidentiality undertakings customary for financings of the Closing same type as such Financing or Alternate Financing. The Company hereby consents to the use of the Company’s and its Subsidiaries’ logos in connection with the Financing (provided that such logos are used solely in a manner that is contingent.not inten

Financing Matters. (a) The Seller acknowledges that the Purchaser will be obtaining financing to fund a portion of the Purchase Price after the date of this Agreement, although the Purchaser agrees and acknowledges that its obligation to consummate the Closing will not be conditioned upon its receipt of any financing or any of the terms thereof. In furtherance of such efforts, the Purchaser will need to provide third parties, including lenders from whom the Purchaser is obtaining such financing (the “Financing Parties”) certain information about the Company and its the Company Subsidiaries shall deliver to Parent at least one (1) Business Days prior that the Seller and the Company have provided to the Closing Date Purchaser in the negotiation of this Agreement or otherwise (the “Company Information”). Upon the reasonable request of the Purchaser, the Seller agrees to provide the Company Information to a duly executed payoff letter in Financing Party upon the execution by such Financing Party of a customary form satisfactory to Parentconfidentiality agreement, setting forth the total amounts payable pursuant of scope and content reasonably acceptable to the Company Credit Facility Seller. In addition, the Seller agrees to fully satisfy all principalprovide reasonable cooperation, interestas reasonably requested by the Purchaser, fees, costs, and expenses owed to each holder of Indebtedness under in connection with the Company Credit Facility as of the anticipated Closing Date, together with appropriate wire instructionsarrangement of, and the agreement from negotiation of agreements with respect to, any such financing. (b) Beginning on the administrative agent under date hereof and continuing following Closing, the Company Credit Facility Seller shall use commercially reasonable efforts, at the Purchaser’s sole expense, to provide the Purchaser with such information as the Purchaser may reasonably request (including management representation letters required for any audit) in connection with (i) the Purchaser’s efforts to cause the Annual Financial Statements to be audited and to comply with Regulation S-X, and (ii) the Purchaser’s preparation of pro forma financial information for purposes of its reports or other filings (including any registration statement, any amendment thereto, or any prospectus or prospectus supplement in connection therewith) in accordance with Securities Act or the Securities Exchange Act of 1934, as amended; provided, however, that upon payment the Purchaser agrees and acknowledges that completion of such audit, compliance with Regulation S-X or preparation of such pro forma financial information shall not be a condition to its obligation to consummate the Closing. (c) Beginning on the date hereof and continuing following Closing, in full the event the SEC has comments or questions on any of all the Annual Financial Statements, the Seller shall use commercially reasonable efforts, at the Purchaser’s sole expense, to assist and reasonably cooperate with the Purchaser, the Purchaser’s independent accountants and the SEC to resolve any such amounts owed to issues and questions regarding such holder, all Indebtedness under the Company Credit Facility shall be discharged Annual Financial Statements and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements take such commercially reasonably actions with respect to which arrangements will be made such Annual Financial Statements as are necessary for the Purchaser to satisfy its obligations under Regulation S-X. (d) Beginning on the satisfaction of the applicable issuing banks date hereof and hedge counterparties, respectively, and Parent)continuing following Closing, the ObligationsSeller shall use commercially reasonable efforts, Commitments and Loan Documents (each as defined at the Purchaser’s sole expense, to cooperate with the Purchaser’s reasonable requests in connection with the Company Credit Facility) shall be terminated Purchaser’s compliance with applicable Laws with respect to the Company transactions hereunder, including (i) providing access to its management upon reasonable prior notice during normal business hours to assist with SEC reporting obligations of the transactions hereunder, including the preparation by the Purchaser of pro forma financial statements and its Subsidiaries addressing purchase accounting issues and (ii) allowing access to the Seller’s independent accountants (including to the extent required by such accountants, consent to the release of their work papers to the Purchaser or the Purchaser’s independent accountants), and discussing with the Seller’s independent accountants appropriate consents to fulfill the Purchaser’s reporting requirements, including financial statements and the assets and equity of which secure notes thereto. (e) The Purchaser shall, promptly upon written request by the Seller, reimburse the Seller for all reasonable costs to the extent such Indebtedness) and all liens on costs are incurred by the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive Seller in connection with the cooperation provided by the Seller pursuant to the terms of such payoff letter) this Section 6.13 and equity securing the Company Credit Facility Purchaser shall be immediately released indemnify and terminated without further action, together with any applicable documents necessary to evidence hold harmless the release and termination of all liens on the Company Seller and its Subsidiaries Affiliates, directors, managers, officers, employees, shareholders, members and their respective assets agents from and equity securing, against any and all Losses suffered or incurred by any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested by the other Party, them in connection with obtaining any financing or refinancing any debt financing of Parent, the Company or their Affiliates, including by (i) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities Seller’s actions under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingentthis Section 6.13.

Financing Matters. (a) The Company Parent will use its reasonable best efforts to arrange and its Subsidiaries shall deliver to Parent obtain the Debt Financing, if necessary, at least one (1) Business Days or prior to the Closing Date a duly executed payoff letter on the terms and conditions described in a customary form satisfactory the Debt Commitment Letter, and, without the Company’s prior written consent, will not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter if such amendment, modification or waiver would (i) reduce the aggregate amount of the Debt Financing as provided in the Debt Commitment Letter below the Required Amount, or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, in each case, to the receipt by Parent at or prior to the closing of the Debt Financing; provided, however, that Parent, setting forth Holdco, Rooster Merger Sub and Parent Merger Sub may (x) amend the total amounts payable pursuant Debt Commitment Letter to add creditworthy lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility Debt Commitment Letter as of the anticipated Closing Date, together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From the date of this Agreement until if the Initial Company Merger Effective Timeaddition of such parties, each individually or in the aggregate, would not reasonably be expected to delay or prevent the consummation of the Company Debt Financing or the Closing or (y) otherwise amend or replace the Debt Commitment Letter so long as (A) such amendment does not impose terms or conditions that would reasonably be expected to delay or prevent the Closing, (B) the terms do not reduce the aggregate amount of the Debt Financing as provided in the Debt Commitment Letter below the Required Amount and Parent shall(C) with respect to replacements, the replacement debt commitments otherwise satisfy the terms and shall cause their respective Subsidiaries to, cooperate with one another conditions of Alternative Financing set forth below. In the event of such amendment or replacement of the Debt Commitment Letter as reasonably requested permitted by the other Party, in connection with obtaining or refinancing any debt financing of Parentproviso to the immediately preceding sentence, the financing under such amended or replaced Debt Commitment Letter will be deemed to be “Debt Financing” as such term is used in this Agreement. Parent shall promptly notify the Company or their Affiliatesif, including by at any time prior to the Closing Date, (i) furnishing financial and other pertinent information of Parent, the Company Debt Commitment Letter shall expire or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicablebe terminated for any reason, (ii) cooperating with any Financing Source that is a party to the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and Debt Commitment Letter notifies Parent that such source no longer intends to provide financing to Parent or that Parent is in breach thereof or (iii) providing pertinent information for any reason Parent no longer believes in good faith that it will be able to obtain an aggregate amount of the Debt Financing as provided in the Debt Commitment Letter of at least the Required Amount. Parent will use its reasonable best efforts to (i) maintain in effect the Debt Commitment Letter (including any definitive agreements entered into in connection therewith), (ii) satisfy when required by the Debt Commitment Letter as in effect on the date of this Agreement all conditions in the Debt Commitment Letter applicable to Parent, Holdco, Rooster Merger Sub and Parent Merger Sub to obtaining the Company Debt Financing at or prior to the Closing, (iii) negotiate and their Subsidiaries that is required enter into definitive agreements with respect to the Debt Commitment Letter on terms and conditions consistent in connection all material respects with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” Debt Commitment Letter (as such terms and anti-money laundering rules conditions may be modified or adjusted in accordance with the terms hereof and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingent.thereof and within the

Financing Matters. (a) The Company and its Subsidiaries shall deliver to Parent at least one (1) Business Days Day prior to the Closing Date a duly executed payoff letter in a customary form reasonably satisfactory to Parent, setting forth the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing DateDate (and the daily accrual thereafter), together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and ParentParent and the Company), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries that are borrowers or guarantors thereof (and or the assets and or equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under in respect to letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further actionterminated, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From Prior to the date of this Agreement until the Initial Company Merger Effective TimeClosing, each of the Company and Parent shall, and shall cause their respective its Subsidiaries to, cooperate provide and shall use reasonable best efforts to cause its and their respective Representatives and other Related Parties to use reasonable best efforts to provide, such timely assistance with one another as reasonably requested by Parent’s efforts to arrange and obtain financing, including the other PartyFinancing (and the offering, arrangement, syndication, marketing, and consummation thereof), in connection with obtaining or refinancing any debt financing of the Transactions as is reasonably requested by Parent. Such assistance shall include, the Company or their Affiliates, including by but not be limited to: (i) furnishing financial the Company using its reasonable best efforts to participate in, provide information with respect to and other pertinent information assist Parent with, the preparation of the Marketing Material and rating agency presentations, which Marketing Material and presentations, for the avoidance of doubt and in spite of any such required participation and assistance from the Company, shall be the responsibility of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, ; (ii) cooperating with the creation and perfection of pledge and security instruments effective as participation by senior management of the Initial Company Merger Effective Time in a reasonable number of rating agency presentations, meetings with and conference calls with Financing Sources and prospective Financing Sources (including one-on-one conference or virtual calls with Financing Sources and potential Financing Sources, including prospective investors in any Financing involving the issuance of securities), road shows, due diligence sessions, drafting sessions, or other customary syndication activities, in each case upon reasonable prior notice and at times and locations to be mutually agreed in good faith, provided that no such rating agency presentations, meetings, conference calls, road shows, due diligence sessions, and drafting sessions or other activities shall be required to be physically in person; (iii) delivering the Financing Information to Parent and the Financing Sources (and such other financial and operational information reasonably requested by Parent or the Financing Sources) as promptly as reasonably practicable once available, and such further information as may be reasonably necessary for the Financing Information to remain Compliant; (iv) providing such other customary documents and financial and pertinent information of Parent, the regarding Company and their the Subsidiaries that is required of Company as may be reasonably requested by Parent and reasonably necessary for Parent or its Representatives to prepare all pro forma financial statements reasonably necessary in connection with the applicable Financing (it being understood that the Company or any of the Subsidiaries of the Company, or any of their respective officers, directors, employees, accountants, legal counsel, or other Representatives and Related Parties shall not be responsible for, and Parent shall be solely responsible for, preparation of pro forma financial statements); provided that neither the Company nor any of its Subsidiaries or Representatives shall be required to provide any information or assistance relating to (A) the proposed debt financing and equity capitalization that is required for such pro forma financial information or assumed interest rates and fees and expenses relating to such debt and equity capitalization, (B) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any information used in connection with the Financing or (C) any information related to Parent or any of its Subsidiaries or any adjustments that are not directly related to the acquisition of the Company, (v) delivering customary authorization letters authorizing the distribution of Marketing Material to prospective investors; (vi) furnishing Parent and the Financing Sources promptly, and, in any event, at least seven Business Days prior to the Closing Date, with all documentation and other information in respect of the Company that any Lender has reasonably requested in writing at least nine Business Days prior to the Closing Date that is required by U.S. regulatory authorities Governmental Entity under applicable “beneficial ownership,” “know your customer” and sanctions or anti-money laundering rules and regulations, including the USA PATRIOT Act; (vii) providing reasonable and customary assistance to Parent in connection with the issuance of securities, incurrence of debt and preparation by Parent of the Debt Financing Documents and any cash management agreements or hedging agreements in connection therewith, including preparation of schedules thereto, borrowing of loans and/or granting of a security interest (and perfection thereof) in the assets of the Company and its Subsidiaries, in each case by providing such pertinent information as may be reasonably requested by Parent and to the extent reasonably available to the Company; (viii) use reasonable best efforts to obtain the consent of and assistance from any of its auditors or other advisors to the use of any financial or other expert information required to be used in the Marketing Material or rating agency presentations, including participation in due diligence sessions to the extent reasonably requested by Parent and at reasonable times and upon reasonable notice, obtaining customary independent accountants’ comfort letters (including customary “negative assurance” statements) and consents from the auditor(s) of the audited financial statements provided as part of the Financing Information, including issuing any customary representation letters in connection therewith to such auditor(s) in connection with any financial statements included in any Marketing Material in respect of the Financing, (ix) taking all corporate, limited liability company, partnership or other similar actions reasonably requested by Parent or any Financing Sources to permit the consummation of the Financing, (x) making introductions of Parent to the Company’s existing lenders and facilitating relevant coordination between Parent and such lenders; (xi) assisting Parent and the Financing Sources in obtaining or updating corporate, facility and issue credit ratings of Parent (which shall be the sole responsibility of Parent); (xii) cooperating with the due diligence of Financing Sources and their Representatives in connection with the Financing, to the extent customary and reasonable, including the provision of all such information reasonably requested with respect to the property and assets of the Company and its Subsidiaries and by providing to internal and external counsel of Parent and the Financing Sources, as applicable, customary back-up certificates and factual information to support any legal opinion that such counsel may be required to deliver in connection with the Financing; provided, that, the Company and its Affiliates shall not be required to deliver or cause the delivery of any legal opinions related to the Debt Financing; and (xiii) cooperating as contemplated by Section 6.21. Non-public Information provided by the Company in connection with the Financing shall only be provided to sources or potential sources of financing and rating agencies that have agreed to be bound by (1) the Confidentiality Agreement as if such Person(s) were party thereto or (2) customary confidentiality provisions (including by click-through arrangements) provided, that Parent shall be permitted to disclose such information to (i) the Financing Sources subject to their confidentiality obligations under the Debt Financing Documents and the definitive documentation evidencing the Financing and (ii) otherwise to the extent reasonably necessary and consistent with customary practices in connection with the Financing subject to customary confidentiality arrangements satisfactory to the Company, acting reasonably. Company hereby consents to the use of all of the Company’s (and its Subsidiaries’) logos in connection with the Financing, provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company, respective Affiliates or their respective business, or the reputation or goodwill thereof. Any such cooperation shall be provided at Parent’s expense for third party fees and expenses. For the avoidance of doubt, any failure of the Company to fulfill its obligations under this Section 6.20(b) shall not be deemed a breach of this Agreement or excuse performance of the Parent to consummate the Transactions, so long as the Company is acting reasonably, diligently in good faith to fulfill such obligations. (c) Notwithstanding anything to the contrary in Section 6.20(b), (i) neither the Company nor any of its Affiliates or any of their respective equityholders or governing bodies shall be required to pass resolutions or consents to approve or authorize the execution of the Debt Financing Documents or execute or deliver any certificate, document, instrument or agreement in connection therewith or the Financing that is effective prior to the Closing (except for (A) the authorization letters set forth in Section 6.20(b), (B) the comfort letters, representation letters and consents referred to in Section 6.20(b) or (C) as contemplated by Section 6.21); (ii) no obligation of the Company or any of its Affiliates or any of their respective equityholders, members or Representatives under any certificate, document, instrument or agreement, entered into pursuant to the foregoing shall, without such Person’s prior express written consent, be effective until Closing (except for (A) the authorization letters set forth in Section 6.20(b), (B) the comfort letters, representation letters and consents referred to in Section 6.20(b) or (C) as expressly contemplated by Section 6.21); (iii) neither the Company nor any of its Affiliates or any of their respective equityholders, members or Representatives shall be required to pay any commitment or other similar fee, or incur any other cost or expense or liability (except for any cost or expense that is subject to the expense reimbursement provision expressly set forth in Section 6.20(f)), in connection with the Financing; (iv) no such cooperation shall be required to the extent that any such action, in the good faith belief of the Company, would unreasonably interfere with the ongoing business or operations of the Company or any of its respective Affiliates; (v) no such cooperation shall be required to the extent it would reasonably be expected to conflict with or violate any Law, or result in the contravention of, or result in a violation or breach of, or default under, any Company Contract (provided that, (vi) any such Contract is not, and was not (if entered into prior to the date hereof), entered into in circumvention of the cooperation contemplated herein, (y) the counterparty to such Contract is not a Subsidiary or other Affiliate of the Company or any of their respective equityholders, members or Representatives and (z) the Company shall have used reasonable best efforts to obtain a waiver of any such breach or default from the counterparty thereto); and (vii) no such cooperation shall be required to the extent that the Company or any of its Subsidiaries determines that such cooperation would result in a loss or waiver of or jeopardize any attorney-client privilege, attorney work product or other legal privilege (provided, that the foregoing Company and its Subsidiaries shall use reasonable efforts to allow for cooperation obligations in a manner that does not result in the events set out in this clause (vii)). (d) Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things, necessary, proper or advisable to arrange, consummate and obtain the Financing (to the extent contemplated by the Debt Commitment Papers to be funded on the Closing Date) on the Closing Date on terms and conditions no less favorable to Parent than the terms and conditions described in the Debt Commitment Papers. Such actions shall include, but not be limited to, using reasonable best efforts to: (i) maintain in effect the Debt Commitment Papers, provided that Parent may replace or amend, supplement or waive provisions of, the Debt Commitment Papers (including adding new lenders, lead arrangers, bookrunners, syndication agents or similar entities to the Debt Commitment Papers pursuant to the terms thereof, providing for the assignment, novation and reallocation of a portion of the financing commitments contained therein and to grant customary approval rights to such additional entities in connection with their addition or appointment or increase the amount of commitments under the Debt Financing Documents or any other definitive agreements in connection with the Financing) in accordance with this Section 6.20(d) and Section 6.20(e); (ii) satisfy on a timely basis all Financing Conditions (unless such conditions are waived) that are within Parent’s or its respective Affiliates’ control; and (iii) negotiate, execute and deliver Debt Financing Documents on terms which (taken as a whole) are no less favorable to Parent than the terms contained in the Debt Commitment Papers (including any “market flex” provisions of the Fee Letter) with respect to the consummation of the Transactions described herein. In the event that all conditions contained in the Debt Commitment Papers have been satisfied (or upon funding will be satisfied) and all closing conditions contained in Article VII of this Agreement have been satisfied (other than those conditions which by their terms are only capable of being satisfied at the Closing) or waived, to the extent permitted by applicable Law, by the party or parties thereto entitled to the benefit thereof, Parent shall use its reasonable best efforts to cause the Financing to be funded on the Closing Date. Parent shall not, without the prior written consent of Company (not to be unreasonably withheld, conditioned or delayed), permit any amendment, supplement or modification to, or any waiver of any provision or remedy under, or replace, or enter into any other agreements, side letters or arrangements relating to, the Debt Commitment Papers, if such amendment, supplement, modification, waiver, replacement or other agreements, side letters or arrangements (provided that the existence or exercise of “market flex” provisions contained in the Fee Letter shall be limited deemed not to such actions upon which the occurrence constitute a modification or amendment of the Closing is contingent.Debt Commitment Papers) to the Debt Commitment Papers would (A) reasonably be expected to make the timely funding of the Financing or satisfaction of the conditions to obtaining the Fi

Financing Matters. (a) Purchaser has delivered to the Seller true, correct and complete copies of (x) duly executed equity commitment letter(s) (the “Equity Commitment Letters”), pursuant to which the equity investors have committed, subject to the terms and conditions thereof, to invest in purchaser, directly or indirectly, the cash amounts set forth therein for the purpose of consummating the transaction (such financing, the “Equity Financing”) and (y) duly executed debt commitment letter(s), dated as of the date of this Agreement, among Purchaser and the Debt Financing Sources party thereto (including all exhibits, schedules, term sheets, amendments, supplements, modifications and annexes thereto, as may be amended, modified or replaced in accordance with the terms hereof, collectively, the “Debt Commitment Letter(s)” and, together with any Fee Letter referenced below, collectively, the “Debt Financing Letters”, and together with the equity commitment letters, the “Financing Commitments”) and any other agreements related thereto, pursuant to which the Debt Financing Sources party thereto have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Purchaser (such financing, the “Debt Financing” and, together with the Equity Financing and cash of the Purchaser, the “Financing”) for the purpose of funding the transactions contemplated hereby. Purchaser has also delivered to the Seller a true, correct and complete copy of any fee letter (which may be redacted in a customary manner solely with respect to the fee amounts and the amount of the pricing flex (but not covenants or other terms), none of which, individually or in the aggregate, affects (or could reasonably be expected to affect) the conditionality, enforceability, termination or aggregate principal amount of the Debt Financing or prevent or materially delay (or could reasonably be expected to prevent or delay) the Closing) in connection with the Debt Commitment Letter(s) (any such letter, a “Fee Letter”). (b) The Company Financing Commitments have not been modified, amended, supplemented or altered in any respect and none of the respective commitments or obligations thereunder have been terminated, reduced, withdrawn, rescinded or otherwise repudiated in any respect, and, to the Knowledge of Purchaser, no termination, reduction, withdrawal, rescission or other repudiation thereof is contemplated. No modification, amendment, supplement or alteration to any of the Financing Commitments is currently contemplated. There are no other contracts, side letters or arrangements to which Purchaser or any of its Subsidiaries Affiliates is a party relating to the Financing Commitment or the Financing. (c) As of the date hereof, each of the Financing Commitments is in full force and effect, and none of the Financing Commitments have been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and, to the Knowledge of Purchaser, no such withdrawal, rescission, termination, amendment or modification is contemplated, except for amendments, modifications or replacement that do not materially affect the funding of the transactions contemplated hereby or otherwise, individually or in the aggregate, affect the conditionality, enforceability, termination or aggregate principal amount of the Debt Financing or prevent or materially delay the Closing. As of the date hereof, no Financing Source has notified the Purchaser or any of their respective Affiliates or Representatives of its intention to terminate any of the Financing Commitments or not to provide its portion of the Financing. (d) The Financing, when funded in accordance with the Financing Commitments and giving effect to any “flex” provision in the Debt Commitment Letter(s) or any Fee Letter (including with respect to fees and original issue discount), shall deliver to Parent at least one (1) Business Days prior to provide Purchaser with unrestricted cash on the Closing Date a duly executed payoff letter in a customary form satisfactory an amount sufficient to Parent, setting forth the total amounts payable pursuant to the Company Credit Facility to fully (i) satisfy all principal, interest, fees, costs, obligations of Purchaser under this Agreement and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Date, together with appropriate wire instructionsFinancing Commitments, and the agreement from transactions contemplated hereby or thereby and (ii) pay (A) the administrative agent under aggregate consideration required to be paid by Purchaser hereunder (which includes the Company Credit Facility that upon payment in full repayment of all such amounts owed to such holder, all any outstanding Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries required by this Agreement) and (B) any and all amounts required by the Financing Commitments. (e) The Financing Commitments constitute the legal, valid, binding and enforceable obligations of Purchaser and, to the Knowledge of Purchaser, all the other parties thereto and are in full force and effect and, to the Knowledge of Purchaser, the other parties thereto, enforceable against each of them in accordance with their terms, subject to the General Enforceability Exceptions. Other than as expressly set forth in the Financing Commitments, there are no conditions precedent or other contingencies related to the funding of the full proceeds of the Financing pursuant to any agreement relating to the Financing to which Purchaser or any of its Affiliates is a party. Purchaser is not, nor are any other parties to any Financing Commitments, in default in the performance, observation or fulfillment of any obligation, covenant or condition contained in any Financing Commitments, and no event has occurred or circumstance exists which, with or without notice, lapse of time or both, could be expected to (i) constitute or result in a default under or breach on the part of Purchaser or on the part of any other party under any Financing Commitment, (ii) constitute or result in a failure by Purchaser or any other party to any Financing Commitment to satisfy, or any delay in satisfaction, of any term, condition or other contingency to the full funding of the Financing, (iii) make any assumptions or any of the statements set forth in any Financing Commitment inaccurate in any material respect or (iv) otherwise result in any portion of the Financing being unavailable on a timely basis, and in any event, not later than the Closing. Purchaser has no reason to believe (both before and after giving effect to any “flex” provisions contained in the Financing Commitments or any Fee Letter) that any term or condition of closing of the Financing contained in the Financing Commitments will be unable to be satisfied on a timely basis (and in any event, not later than the assets Closing) or that the full amounts committed pursuant to the Financing Commitments will not be available at the Closing. Purchaser has not incurred any obligation, commitment, restriction or liability of any kind, and equity is not contemplating or aware of any obligation, commitment, restriction or liability of any kind, in either case which secure such Indebtedness) could be expected to delay, impair or adversely affect the parties to the Financing Commitments. Purchaser has paid in full any and all liens commitment or other fees required to be paid on or prior to the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters date of credit that may survive this Agreement pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securingFinancing Commitments, and will pay in full any guarantees by such amounts due on or before the Company and its Subsidiaries in respect of, such Company Credit FacilityClosing Date. (bf) From Purchaser hereby acknowledges and agrees that its obligations hereunder are not subject to any conditions regarding their or any other Person’s ability to obtain financing for the date of this Agreement until the Initial Company Merger Effective Time, each consummation of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested by the other Party, in connection with obtaining or refinancing any debt financing of Parent, the Company or their Affiliates, including by (i) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingenttransactions contemplated hereby.

Financing Matters. (a) The At any time prior to the First Effective Time, the Company may, in its sole discretion, either: (i) commence (or, at the Company’s election in its sole discretion, cooperate in good faith with and its Subsidiaries assist Parent, Merger Subs and each of their respective Representatives in commencing at Parent’s sole expense) after the date hereof a solicitation of a consent and amendment (the “Credit Agreement Consent and Amendment”) to that certain Credit Agreement, dated as of January 23, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Company Credit Agreement”), among the Company, the lenders party thereto, Citibank, N.A., as administrative agent, lead arranger, sole book runner, collateral agent and letter of credit issuer thereunder, and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇, as syndication agent thereunder, on such terms and conditions reasonably requested by Parent and acceptable to the Company, which shall deliver to Parent at least one include an agreement by the requisite lenders thereunder that the Merger and the other Transactions contemplated hereby will not result in a default or event of default under the Company Credit Agreement; or (ii) (A) (1) Business Days prior repay in full (or in the case of any letters of credit issued thereunder, cash collateralize, to the Closing Date extent that Parent shall not have entered into an alternative arrangement with the issuing bank) all obligations then outstanding under the Company Credit Agreement, (2) cause the release of any and all Liens securing such obligations under the Company Credit Agreement, and (3) terminate the Company Credit Agreement or (B) obtain a duly executed payoff letter in a customary form satisfactory to Parent, setting forth from the agent under the Credit Agreement (it being understood that such payoff letter shall (1) indicate the total amounts payable pursuant amount required to the Company Credit Facility be paid to fully satisfy all principal, interest, fees, costs, obligations of the Company and expenses owed to each holder of Indebtedness the Company Subsidiaries under the Company Credit Facility as Agreement, (2) state that all Liens in connection therewith shall be released upon the payment of the anticipated Closing Date, together with appropriate wire instructions, such amount and the agreement from the administrative agent under (3) authorize the Company Credit Facility that upon payment in full of to make all such amounts owed to such holder, filings and deliver all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents notices necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit FacilityLiens). (b) From At any time prior to the date of this Agreement until the Initial Company Merger First Effective Time, the Company may, in its sole discretion, either: (i) commence (or, at the Company’s election in its sole discretion, cooperate in good faith with and assist Parent, Merger Subs and each of their respective Representatives in commencing at Parent’s sole expense) after the date hereof a solicitation of a consent (the “L/C Consent”) to that certain Agreement for Letters of Credit, dated as of April 30, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “L/C Agreement”), between the Company and Citibank, N.A. (in such capacity, the “L/C Issuer”), on such terms and conditions reasonably requested by Parent and acceptable to the Company, which shall include an agreement by the L/C Issuer that the Merger and the other Transactions contemplated hereby will not result in a default or event of default under the L/C Agreement; or (ii) (A)(1) repay in full all obligations then outstanding under the L/C Agreement (or in the case of any letters of credit issued thereunder (including the Irrevocable Standby Letter of Credit No. 63668066 (as amended), dated as of May 3, 2013 issued by Citibank, N.A. for the benefit of SRI-▇▇ ▇▇▇▇▇▇ Avenue LLC and the Irrevocable Standby Letter of Credit No. 63670342 (as amended), dated as of February 14, 2014 issued by Citibank, N.A. for the benefit of US Real Estate Limited Partnership), cash collateralize such letters of credit, to the extent that Parent shall not have entered into an alternative arrangement with the issuing bank), (2) cause the release of any and all Liens securing such obligations under the L/C Agreement, and (3) terminate the L/C Agreement or (B) obtain a payoff letter in customary form from the L/C Issuer (it being understood that such payoff letter shall (1) indicate the total amount required to be paid to fully satisfy all obligations of the Company and Parent shallthe Company Subsidiaries under the L/C Agreement, and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested by the other Party, (2) state that all Liens in connection with obtaining or refinancing any debt financing therewith shall be released upon the payment of Parent, such amount and (3) authorize the Company or their Affiliates, including by (i) furnishing financial to make all filings and other pertinent information of Parent, the Company or their Subsidiaries deliver all notices necessary to show evidence the pro forma impact release of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingentLiens).

Financing Matters. If an Obligor becomes subject to any Insolvency Proceeding, and if the Senior Lender desires to consent (aor not object) The Company to the sale, use or lease of cash or other collateral under the Bankruptcy Code or otherwise to provide financing to such Obligor under the Bankruptcy Code or otherwise or to consent (or not object) to the provision of such financing to such Obligor by any third party (a “DIP Financing”), then the Junior Lender agrees that (i) to the extent the aggregate principal amount of loans outstanding under any such DIP Financing together with the aggregate outstanding principal amount of the pre-petition Senior Obligations does not exceed 110% of the aggregate outstanding principal amount of the Senior Obligations immediately prior to the commencement of the Insolvency Proceedings (the "DIP Cap"), such DIP Financing (and its Subsidiaries any Senior Obligations not in excess of the Maximum Senior Principal Amount which arose prior to the Insolvency Proceeding) may be secured by Liens on all or a part of the assets of such Obligor which shall deliver be superior in priority to Parent at least one the Liens on the assets of such Obligor held by any other Person, (1ii) notice received three (3) Business Days prior to the Closing Date entry of an interim order approving such DIP Financing and notice received fourteen (14) calendar days prior to entry of a duly executed payoff letter Final Order approving such DIP Financing, shall be adequate notice, (iii) so long as the aggregate principal amount of such DIP Financing does not exceed the DIP Cap, the Junior Lender will not request or accept adequate protection or any other relief in a customary form satisfactory to Parentconnection with such DIP Financing except as set forth in Section 4(d) below, setting forth the total amounts payable pursuant (iv) to the Company Credit Facility extent the aggregate principal amount such DIP Financing does not exceed the DIP Cap, the Junior Lender will subordinate (and will be deemed hereunder to fully satisfy all principal, interest, fees, costs, and expenses owed have subordinated) the Liens securing the Junior Obligations (A) to each holder of Indebtedness under the Company Credit Facility as Liens securing such DIP Financing (the "DIP Liens") on the same terms (but on a basis junior to the Liens of the anticipated Closing Date, together with appropriate wire instructions, and Senior Lender) as the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction Liens of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries Senior Lender are subordinated thereto (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to subordination will not alter in any manner the terms of this Agreement), and (B) to any "replacement Lien" granted to the Senior Lender as adequate protection of its interests in the Collateral (the "Senior Adequate Protection Lien"), provided that, to the extent the aggregate principal amount such payoff letter) and equity securing DIP Financing is in excess of the Company Credit Facility DIP Cap, such excess amount shall be immediately released subordinated to the Junior Obligations and terminated without further action(v) subject to Section 4(d) below, together with the Junior Lender shall not contest or oppose in any applicable documents necessary manner any adequate protection provided to evidence the release and termination Senior Lender as adequate protection of all liens on its interests in the Company and its Subsidiaries and their respective assets and equity securingCollateral, and or any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent shallDIP Financing, and shall cause their respective Subsidiaries tobe deemed to have waived any objections to such adequate protection, cooperate with one another as reasonably requested by or DIP Financing, including, without limitation, any objection alleging such Obligor’s failure to provide "adequate protection" of the other Partyinterests of the Junior Lender in the Collateral, provided, for purposes of the consents and limitations set forth in connection with obtaining or refinancing any debt financing of Parent, the Company or their Affiliates, including by clauses (i) furnishing financial and other pertinent information through (v) of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; providedthis Section, that the foregoing cooperation obligations shall be limited DIP Financing does not by its express terms require such Obligor to (x) propose a specific plan of reorganization, or (y) sell substantially all of such actions upon which Obligor’s assets, other than as a result of and after the occurrence of an event of default under such DIP Financing. It is understood and agreed that the Closing foregoing provisions of this Section 4(b) shall not limit the right of the Junior Lender to object to any motion regarding DIP Financing but only (x) to the extent that the DIP Financing contravenes the requirements of this Section 4(b), or (y) such objection is contingentbased upon the Junior Lender’s rights under Section 4(j).