Financing Cooperation. From the Effective Date and ending at the earlier of # the Closing Date and # termination of this Agreement pursuant to Section 8.1, Sellers shall, and shall cause the other Target Entities to, cooperate and shall use reasonable best efforts to cause the respective officers, employees, auditors and advisors, including legal and accounting, of the Target Entities to provide to Purchaser and its financing sources such reasonable cooperation in connection with the arrangement of the Financing as is customary and may be reasonably requested by Purchaser or its financing sources, including: # upon reasonable notice, using reasonable best efforts to cause senior management of the Target Entities participate in a reasonable number of meetings, due diligence sessions and presentations with prospective lenders and ratings agencies; # assisting with the preparation of materials for ratings agency presentations, bank information memoranda and similar documents reasonably necessary in connection with the Financing; # using reasonable best efforts to cause senior management of the Target Entities to assist in the preparation, execution and delivery of the Financing Documents; # furnishing to Purchaser and its financing sources information related to the Target Entities required by Governmental Authorities under applicable “know your customer” and anti-money laundering Laws, including the PATRIOT Act; # informing Purchaser, as promptly as reasonably practicable, if any Target Entities shall have knowledge of any facts that would likely require the restatement of any Financial Statements in order for such Financial Statements to comply with GAAP; # taking all actions as may be required or reasonably requested by Purchaser or its financing sources in connection with the delivery of payoff letters and the release of any Liens securing Indebtedness and furnish evidence of such release in a form reasonably satisfactory to Purchaser and its financing sources; # taking all commercially reasonable corporate actions of the Target Entities, subject to the occurrence of the Closing, reasonably requested by Purchaser that are necessary or customary to permit the consummation of the Financing, and to permit the proceeds thereof, together with immediately available funds of the Target Entities at the Closing, to be made available on the Closing Date to consummate the transactions contemplated by this Agreement; # facilitating the execution and delivery, reasonably prior to the Closing Date (but effective only after the consummation of the Closing), of agreements, documents and certificates that facilitate the creation, perfection or enforcement of Liens securing the Financing, including originals of all certificated Equity Securities of the Target Entities (with transfer powers executed in blank), pledge agreements, as are reasonably requested by Purchaser or its financing sources; # using reasonable best efforts to cause the Target Entities’ auditors to provide, consistent with customary practice, reasonable assistance in the preparation of the pro forma financial statements

Financing Statements. Trustor authorizes Beneficiary to prepare and file such financing statements and take such other action to perfect and continue Beneficiary’s security interest in the Collateral, and agrees to execute any and all documentation and take such other actions as may be reasonably requested by Beneficiary for such purposes. In addition to recording this Deed of Trust in the real property records, Beneficiary may, at any time and without further authorization from Trustor, file counterparts, copies or reproductions of this Deed of Trust as financing statements. Trustor shall pay to Beneficiary on demand any and all expenses, including reasonable attorneys’ fees and expenses, incurred or paid by Beneficiary in perfecting, continuing, and protecting its interest in the Collateral and in enforcing its rights hereunder with respect to the Collateral. Trustor agrees that the requirement of reasonable notice under the UCC shall be met if such notice is given at least ten (10) days before the time of the sale or disposition (provided, however, that this sentence shall not be construed to prohibit a shorter notice period, if commercially reasonable under the circumstances or otherwise permitted by the UCC).

Note Financing. From time to time following the closing of the Merger, the Buyer will loan funds to the Company and receive in exchange from HoldCo a promissory note in the form attached hereto as [Exhibit B] (the "HoldCo Note").

Financing Transactions. Provider shall cooperate with Manager so that Manager can arrange necessary financing for Provider and for Manager relating to the Management Services provided by Manager to Provider.

Financing Statements. By the execution of this Agreement, Subordinated Creditor hereby authorizes Senior Lender to amend any financing statements filed by or on behalf of Subordinated Creditor against any Obligor as follows: “In accordance with a certain Intercreditor and Subordination Agreement by and among the Secured Party, the Debtor and Lender, the Secured Party has subordinated any security interest or lien that Secured Party may have in any property of the Debtor to the security interest of Lender, in all assets of the Debtor, notwithstanding the respective dates of attachment or perfection of the security interest of the Secured Party and Lender.”

Financing Restriction. In addition to the requirements of Section 4(n) above and during the period commencing on the date hereof and ending sixty (60) calendar days after the date hereof, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement (as defined below) unless it obtains the prior written consent of the Purchaser. “Subsequent Placement” means any, direct or indirect, issuance, offer, sale, grant of any option or right to purchase, or otherwise disposition of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity or debt security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Common Stock Equivalents, any preferred stock or any purchase rights) of the Company or any of its Subsidiaries, including, without limitation, pursuant to [Section 3(a)(9)] or [Section 3(a)(10)] of the 1933 Act.

Financing Statements. Each Grantor authorizes the Bank to file Financing Statements or amendments thereto with respect to any of the Collateral in any location deemed necessary or appropriate by the Bank; each Grantor agrees to reimburse the Bank for the expense of any such filing in any location deemed necessary or appropriate by the Bank. To the extent lawful, each Grantor hereby appoints the Bank as its attorney-in-fact (without requiring the Bank to act as such) (which appointment constitutes a power coupled with an interest and is irrevocable as long as any of the Secured Obligations remain outstanding) to execute any financing statement in the name of such Grantor, and to perform all other acts that the Bank deems appropriate to perfect and continue its security interest in, and to protect and preserve, the Collateral.

Bankruptcy Financing. If any Grantor becomes subject to any Insolvency or Liquidation Proceeding, until the Discharge of First Lien Debt has occurred, Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that:

Services. The Finder hereby agrees to attempt to identify Targets. The Finder does not guarantee or warrant the accuracy or completeness of information, if any, provided to the Company by a Target or by the Finder concerning a Target. The Company is encouraged to perform its own due diligence and analyses concerning any Target(s). The decision to consummate a Transaction with a Target as well as the aggregate consideration amount and structure shall be determined by the Company in its sole and absolute discretion.

Services. During the term of this Agreement, Dawson shall provide advice to, and consult with, the Company concerning business and financial planning, corporate organization and structure, and private and public equity and debt financing, as well as potential up-listing, and such other matters as the parties may mutually agree to with respect to the Company’s financial interests. Such advice and consultation is hereinafter referred to as “Financial Services”. The Financial Services shall be provided to the Company in such form, manner and place as the parties mutually agree. Dawson shall not by this Agreement be prevented or barred from rendering services of the same or similar nature, as herein described, or services of any nature whatsoever for, or on behalf of, persons, firms, or corporations other than the Company.