Common use of Cooperation with Financing Clause in Contracts

Cooperation with Financing. The Company shall use its commercially reasonable efforts to provide, and to cause its Subsidiaries and each of its and their respective Representatives, including legal and accounting, to provide, all cooperation reasonably requested by Parent in connection with obtaining any financing required by it to consummate the transactions contemplated by this Agreement (provided that such requested cooperation does not in the reasonable judgment of the Company unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) providing reasonably required information relating to the Company and its Subsidiaries to the parties providing such financing, (ii) assisting in the preparation of (A) any offering documents for any debt financing, and (B) materials for rating agency presentations, including execution and delivery of customary representation letters reasonably satisfactory in form and substance to the Company in connection with bank information memoranda, (iii) reasonably cooperating with the marketing efforts for any debt financing (including consenting to the use of the Company’s and its Subsidiaries’ logos), (iv) executing and delivering, and causing its Subsidiaries to execute and deliver, reasonable and customary certificates, management representations to support accounting comfort letters, and legal opinions (including a reasonable and customary certificate of the principal financial officer of the Company with respect to the solvency of the Company on a consolidated basis), as may be reasonably requested by Parent in connection with such financing, (v) to make commercially reasonable efforts to obtain from its and its Subsidiaries’ respective advisors, as applicable, such accounting comfort letters, consents of accountants for use of their reports in materials related to any debt financing, and legal opinions, as may be reasonably requested by Parent in connection with such financing, (vi) as promptly as practicable, furnishing Parent and, subject to customary confidentiality undertakings, its financing sources with all financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent of a type generally used in connection with a syndicated bank financing as well as an offering pursuant to Rule 144A of the Securities Act as applicable to Parent, and (vii) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of any debt financing; provided, however, that no obligation of the Company or any of its Subsidiaries under any such agreement, document or instrument shall be effective until the Effective Time and none of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or out-of-pocket expense in connection with any such financing prior to the Effective Time.

Cooperation with Financing. The Company shall use its commercially reasonable efforts to provide, provide and to cause its the Company Subsidiaries and each of its and their respective Representatives, including legal and accounting, Company Representatives to provide, all cooperation reasonably requested by Parent necessary in connection with obtaining any financing required by it to consummate the transactions contemplated by this Agreement (provided efforts that such requested cooperation does not in the reasonable judgment of the Company unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) providing reasonably required information relating to the Company and its Subsidiaries to the parties providing such financing, (ii) assisting in the preparation of (A) any offering documents for any debt financing, and (B) materials for rating agency presentations, including execution and delivery of customary representation letters reasonably satisfactory in form and substance to the Company Parent may undertake in connection with bank information memoranda, (iii) reasonably cooperating with the marketing efforts for any debt financing (including consenting to the use of the Company’s and its Subsidiaries’ logos), (iv) executing and delivering, and causing its Subsidiaries to execute and deliver, reasonable and customary certificates, management representations to support accounting comfort letters, and legal opinions (including a reasonable and customary certificate of the principal financial officer of the Company with respect to the solvency of the Company on a consolidated basis)Merger, as may be reasonably requested by Parent in connection with such financingParent, (va) including, but not limited to, assisting in the preparation for and participating in a reasonable number of meetings, furnishing financial and other information, cooperating in marketing efforts, participating in drafting sessions, assisting in matters related to make commercially reasonable efforts to obtain from collateral (including providing information as requested for the evaluation of assets included or that may be included in any borrowing base and reasonably facilitating the pledging of collateral and providing of guarantees), assisting in preparing borrowing base certificates in the form and substance as requested by Parent and for the dates requested by Parent, allowing Parent and its and any of its Subsidiaries’ respective advisors, as applicable, lender’s Representatives such accounting comfort letters, consents of accountants for use of their reports in materials related access to any debt financing, information and legal opinions, management as may be reasonably requested by Parent in connection with such financingnecessary for their due diligence (including accounting due diligence sessions), facilitating the execution and delivery of definitive financing documents and customary deliverables (viexcluding, for the avoidance of doubt, any solvency certificates, which shall be the responsibility of Parent) as promptly as practicable, furnishing Parent and, subject to customary confidentiality undertakings, its financing sources with all financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent of a type generally used in connection with a syndicated bank financing as well as an offering pursuant to Rule 144A of the Securities Act as applicable to Parent, and (vii) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent necessary to permit the consummation of any debt financingsuch financing and to permit the proceeds thereof to be made available to Parent and (b) excluding participating in presentations, road shows and sessions with prospective lenders, investors and ratings agencies; provided, however, that no obligation of the Company or any of its Subsidiaries under any such agreement, document or instrument shall be effective until the Effective Time and none of the Company or any of its the Company Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or out-of-pocket expense in connection with any such financing the foregoing prior to the Effective Time; provided, further, that Parent shall reimburse the Company for its reasonable out of pocket costs incurred by the Company in connection with this Section 5.14.

Cooperation with Financing. The Company shall use its commercially reasonable best efforts to provide and cause its Subsidiaries to provide, and to shall cause its Subsidiaries and each of its and their respective Representativesofficers, including directors, employees, consultants, accountants, legal counsel, investment bankers, agents and accounting, other representatives to provide, all necessary cooperation reasonably requested by in connection with any financing efforts that Parent may undertake in connection with any Debt Financing, in connection with obtaining any consents from the Company’s lenders or note holders under the Company’s existing financing required by it arrangements or with respect to consummate the transactions contemplated by this Agreement (provided that such requested cooperation does not in the reasonable judgment of the Company unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) providing reasonably required information notices relating to the Company and its Subsidiaries to the parties providing such financing, (ii) assisting in the preparation repayment of (A) any offering documents for any debt financing, and (B) materials for rating agency presentations, including execution and delivery of customary representation letters reasonably satisfactory in form and substance to the Company in connection with bank information memoranda, (iii) reasonably cooperating with the marketing efforts for any debt financing (including consenting to the use of the Company’s and its Subsidiaries’ logos), (iv) executing and delivering, and causing its Subsidiaries existing financing arrangements to execute and deliver, reasonable and customary certificates, management representations to support accounting comfort letters, and legal opinions (including a reasonable and customary certificate of occur at or following the principal financial officer of the Company with respect to the solvency of the Company on a consolidated basis)Closing, as may be reasonably requested by Parent, including, but not limited to, participation in a reasonable number of meetings, furnishing financial and other information, cooperation in marketing efforts, assisting in matters related to collateral (including providing information as requested for the evaluation of assets included or that may be included in any borrowing base), assistance in preparing borrowing base certificates in the form and substance as requested by Parent in connection with such financingand for the dates requested by Parent, (v) to make commercially reasonable efforts to obtain from allowing Parent and its and its Subsidiaries’ respective advisors, as applicable, lender’s Representatives such accounting comfort letters, consents of accountants for use of their reports in materials related to any debt financing, and legal opinions, access as may be reasonably requested necessary for their due diligence, creating a bankruptcy remote Subsidiary in a jurisdiction specified by Parent in connection with and causing one or more of its Subsidiaries, as necessary, to become borrowers under any such financing, (vi) as promptly as practicable, furnishing Parent and, subject to customary confidentiality undertakings, its financing sources with all financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent of a type generally used in connection with a syndicated bank financing as well as an offering pursuant to Rule 144A of the Securities Act as applicable to Parent, and (vii) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of any debt financingDebt Financing; provided, however, that no obligation of the Company or any of its Subsidiaries under any such agreement, document or instrument shall be effective until the Effective Time and none of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or in connection with the foregoing prior to the Effective Time and provided, further, that Parent shall be solely responsible for all out-of-pocket expense expenses of the Company incurred in connection with any such financing prior to the Effective Timeforegoing.

Cooperation with Financing. The Company (a) During the period from the date of this Agreement to the earlier of the Closing and the termination of this Agreement in accordance with its terms, Seller shall, and shall cause the Companies to, use its commercially reasonable best efforts to provide, and to cause its Subsidiaries and each of its and their respective Representatives, including legal and accounting, to provide, provide Buyer with all cooperation as reasonably requested by Parent Buyer in connection with obtaining Buyer’s arrangement of the Financing, including using commercially reasonable best efforts to cause the officers, employees, advisors and other representatives of Seller and the Companies to provide such cooperation. Such cooperation shall include: (i) subject to the remaining provisions of this Section 6.15(a), making appropriate officers available for participation in meetings, due diligence sessions, presentations, drafting sessions, sessions with ratings agencies and prospective financings sources and road shows, assistance in the preparation of offering memoranda, confidential information memoranda, private placement memoranda, prospectuses and similar documents and the execution and delivery of any definitive financing documents as may be reasonably requested by Buyer or any prospective lender to Buyer, (ii) furnishing Buyer and its financing sources with the Required Information and such other financial and operating data and other information with respect to the Companies as is reasonably requested by Buyer or any prospective lender to Buyer and is customarily required for completion of debt financings similar to the Financing, (iii) cooperation with the marketing efforts of Buyer and its financing sources for all or any portion of the Financing, (iv) providing and executing documents as may be reasonably requested by Buyer, including (A) documents requested by Buyer or its financing sources relating to the repayment of the existing indebtedness of the Companies and the release of related Liens, including customary payoff letters and (to the extent required) evidence that notice of such repayment has been timely delivered to the holders of such debt; (B) all documentation and other information required by it bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act; (C) a certificate of the chief financial officer of the Companies with respect to consummate solvency matters substantially in the form attached to the Commitment Letters; and (D) agreements, documents or certificates that facilitate the post-Closing creation, perfection or enforcement of Liens securing the Financing (including original copies of all certificated securities (with transfer powers executed in blank), control agreements, surveys, title insurance, landlord consent and access letters) as are requested by Buyer or its financing sources, (v) executing and delivering any pledge and security documents and otherwise facilitating the pledging of collateral, in each case solely to the extent taking effect after the Closing, (vi) using commercially reasonable best efforts to satisfy the conditions precedent set forth in the Commitment Letters or any definitive documentation relating to the Financing to the extent the satisfaction of such conditions requires the cooperation of and is within the control of Seller or any Company, (vii) using commercially reasonable best efforts to cooperate with the financing sources’ due diligence investigation, to the extent customary and reasonable and not unreasonably interfering with the business of the Companies, and (viii) providing requested authorization letters to the financing sources (including with respect to absence of material non-public information in the public-side version of documents distributed to prospective financing sources). Buyer agrees that the execution by any Company of any documents in connection with the financing for the transactions contemplated by this Agreement (provided that such requested cooperation does not in shall be subject to the reasonable judgment consummation of the Company unreasonably interfere with transactions contemplated hereby at the ongoing operations Closing and such documents will not take effect until the Closing. Seller hereby consents on behalf of the Companies (and shall cause each Company and its Subsidiaries), including (ito consent) providing reasonably required information relating to the Company and its Subsidiaries to the parties providing such financing, (ii) assisting in the preparation of (A) any offering documents for any debt financing, and (B) materials for rating agency presentations, including execution and delivery of customary representation letters reasonably satisfactory in form and substance to the Company in connection with bank information memoranda, (iii) reasonably cooperating with the marketing efforts for any debt financing (including consenting to the use of the Company’s and its SubsidiariesCompanies’ logos), (iv) executing and delivering, and causing its Subsidiaries to execute and deliver, reasonable and customary certificates, management representations to support accounting comfort letters, and legal opinions (including a reasonable and customary certificate of the principal financial officer of the Company with respect to the solvency of the Company on a consolidated basis), as may be reasonably requested by Parent logos in connection with such financing, (v) to make commercially reasonable efforts to obtain from its and its Subsidiaries’ respective advisors, as applicable, such accounting comfort letters, consents of accountants for use of their reports in materials related to any debt financing, and legal opinions, as may be reasonably requested by Parent in connection with such financing, (vi) as promptly as practicable, furnishing Parent and, subject to customary confidentiality undertakings, its financing sources with all financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent of a type generally used in connection with a syndicated bank financing as well as an offering pursuant to Rule 144A of the Securities Act as applicable to Parent, and (vii) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of any debt financingFinancing; provided, however, that no obligation such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Companies or the reputation or goodwill of the Company or any of its Subsidiaries under any such agreement, document or instrument shall be effective until the Effective Time and none of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or out-of-pocket expense in connection with any such financing prior to the Effective TimeCompanies.

Cooperation with Financing. The Prior to the Closing, so long as the out-of-pocket costs and expenses of the Company and/or the Company Subsidiaries in connection therewith are Special Costs, the Company shall provide, and shall cause the Company Subsidiaries to, and shall use its commercially reasonable efforts to providecause the respective officers, employees, representatives and to cause its Subsidiaries and each of its and their respective Representativesadvisors, including legal and accounting, to provideof the Company and the Company Subsidiaries to, provide all cooperation reasonably requested by Parent in connection with obtaining the Financing, any financing required issuance by it Parent of debt securities, equity securities, equity-linked securities or hybrid securities (the "SECURITIES") principally to consummate finance its obligations under this Agreement and the other transactions contemplated by this Agreement (provided that such requested cooperation does not in the reasonable judgment of the Company unreasonably interfere with the ongoing operations of the Company and its Subsidiaries)Agreement, including (i) providing reasonably required information relating to the Company participation in meetings, presentations, road shows, due diligence sessions and its Subsidiaries to the parties providing such financingsessions with rating agencies, (ii) assisting in with the preparation of (A) any offering documents for any debt financing, and (B) materials for rating agency presentations, including execution and delivery of customary representation letters reasonably satisfactory in form and substance to the Company in connection with bank information memoranda, prospectuses and similar documents required in connection with the Financing or the issuance of the Securities, (iii) reasonably cooperating with the marketing efforts for any debt financing (including consenting to the use of the Company’s and its Subsidiaries’ logos), (iv) executing and deliveringdelivering any pledge and security documents, and causing its Subsidiaries to execute and deliverother definitive financing documents, reasonable and customary or other certificates, management representations to support accounting comfort letters, and legal opinions (including a reasonable and customary certificate of the principal financial officer of the Company with respect to the solvency of the Company on a consolidated basis), or documents as may be reasonably requested by Parent and (iv) seeking to obtain such consents from such parties as may be required in connection with such financingthe Financing, (v) to make commercially reasonable efforts to obtain from its and its Subsidiaries’ respective advisorsthe Merger, as applicable, such accounting comfort letters, consents any contemplated reorganizations of accountants for use of their reports in materials related to any debt financing, and legal opinions, as may be reasonably requested by Parent in connection with such financing, (vi) as promptly as practicable, furnishing Parent and, subject to customary confidentiality undertakings, its financing sources with all financial and other information regarding the Company and its the Company Subsidiaries as may be reasonably requested by Parent of a type generally used in connection to occur concurrently with a syndicated bank financing as well as an offering the Merger pursuant to Rule 144A of Contracts to which the Securities Act as applicable to Parent, and (vii) taking all corporate actions, subject Company or any Company Subsidiary is a party; PROVIDED that nothing herein shall require such cooperation to the occurrence of extent it would interfere unreasonably with the Closing, reasonably requested by Parent to permit the consummation of any debt financing; provided, however, that no obligation business or operations of the Company or any of its Subsidiaries under any such agreement, document or instrument shall be effective until the Effective Time and none of the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or out-of-pocket expense in connection with any such financing prior to the Effective Timetheir normal duties.

Cooperation with Financing. The Company shall use its commercially reasonable efforts to provide, and to cause its Subsidiaries and each of its and their respective Representatives, including legal and accounting, to provide, all cooperation To the extent Buyer reasonably requested by Parent requests in connection with obtaining any financing required by it to consummate the transactions contemplated by this Agreement (provided that such requested cooperation does not in the reasonable judgment of Financing, the Company unreasonably interfere with the ongoing operations of the shall, and shall cause its officers, directors, employees, auditors, attorneys and financial advisors (collectively, “Company and its Subsidiaries), including Representatives”) to: (i) providing reasonably required information relating to the Company and its Subsidiaries to the parties providing such financing, (ii) cooperate in assisting in the preparation of (A) any offering documents for any debt financing, and (B) materials for rating agency presentations, including execution and delivery of customary representation letters reasonably satisfactory in form and substance to the Company in connection with bank information memoranda, (iii) business projections, customary and reasonably cooperating with the available marketing efforts for any debt financing (including consenting materials and other information to the use of the Company’s and its Subsidiaries’ logos), (iv) executing and delivering, and causing its Subsidiaries to execute and deliver, reasonable and customary certificates, management representations to support accounting comfort letters, and legal opinions (including a reasonable and customary certificate of the principal financial officer of the Company with respect to the solvency of the Company on a consolidated basis), as may be reasonably requested by Parent used in connection with such financing, the syndication of the Financing; (vii) to make use their respective commercially reasonable efforts to obtain from its and its Subsidiaries’ respective advisors, as applicable, such accounting comfort letters, consents of accountants for use of their reports in materials related to any debt financing, and legal opinions, as may be reasonably requested by Parent available for meetings and due diligence sessions; (iii) cooperate with prospective lenders and their respective advisors in connection with such financing, performing their due diligence; (viiv) as promptly as practicable, furnishing Parent and, subject to customary confidentiality undertakings, its financing sources with all financial execute and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent of a type generally used in connection with a syndicated bank financing as well as an offering pursuant to Rule 144A of the Securities Act as applicable to Parent, and deliver (vii) taking all corporate actions, subject to the occurrence of the Closing) or help procure credit agreements, reasonably hedging arrangements, notes, mortgages, pledge and security documents, landlord waivers, estoppels, consents, and approvals and other definitive financing documents or other requested by Parent certificates or documents, including documents relating to permit the consummation payoff of any debt financingexisting Indebtedness and to the release of related Liens; (v) assist prospective lenders in connection with their evaluation of the Company’s current assets, cash management and accounting systems, and policies and procedures relating thereto for the purpose of establishing collateral arrangements, and (vi) take all required corporate action (subject to the occurrence of the Closing) to authorize the Financing on the Closing Date; provided, however, that no obligation (A) nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or any of its Subsidiaries under any such agreementCompany, document or instrument shall be effective until the Effective Time and none of (B) the Company or any of its Subsidiaries shall not be required to bear any cost or expense or to pay any commitment or other similar fee or incur make any other liability or payment, other than for reasonable out-of-pocket expense expenses incidental to cooperation under this Section 6.12 that shall be reimbursed to the Company by Buyer prior to the Closing, and (C) the Company shall have no liability or obligation in connection with any such financing the Financing prior to the Effective TimeClosing.

Cooperation with Financing. The Company LACQ shall, and shall use its commercially reasonable efforts to provide, and to cause its Subsidiaries advisors and each of its and their respective Representativesrepresentatives to, including legal and accounting, to provide, provide all cooperation reasonably requested by Parent the Company to assist the Company in connection with the arrangement, syndication, underwriting or placement, and obtaining of any equity or debt financing required by it up to consummate the transactions contemplated by this Agreement (provided $25,000,000 in a transaction that such requested cooperation does not in the reasonable judgment any manner involve, relate to or otherwise directly benefit Persons that are Affiliates of the Company unreasonably interfere with the ongoing operations of the Company and its Subsidiaries(each, a “Financing”), including (i) providing reasonably required information relating to participating in a reasonable number of meetings, drafting sessions, due diligence sessions, presentations, road shows and sessions with rating agencies and financing sources; (ii) participating in reasonable and customary due diligence; (iii) furnishing the Company and any financing sources, as promptly as reasonably practicable, with all financial statements and financial, legal and other pertinent information as may be reasonably requested by the Company to assist in the preparation of any financing or offering documents relating to any Financing (including, without limitation, furnishing and agreeing to disclose any information deemed to be material by the Company or its Subsidiaries to counsel in any offering memorandum, private placement memorandum or other similar document in connection with an offering of securities by the parties providing such financing, Company or any of its Subsidiaries); (iiiv) assisting in the preparation of (A) any offering documents for any debt financing, and (B) customary materials for rating agency presentations, including execution business projections, road show materials, pro forma financial statements and delivery of customary representation letters reasonably satisfactory similar documents required in form and substance connection with any Financing; (v) cooperating with the Company’s counsel in connection with any legal opinions that such counsel may be required to deliver in connection with any Financings; (vi) assisting the Company in connection with bank information memoranda, (iii) reasonably cooperating with the marketing efforts for obtaining any debt financing (including consenting to the use of the Company’s corporate credit and its Subsidiaries’ logos), (iv) executing and deliveringfamily ratings from any ratings agencies, and causing its Subsidiaries to execute and deliver, reasonable and customary certificates, management representations to support accounting comfort lettersany interest hedging arrangements, and legal opinions (including a reasonable and customary certificate of the principal financial officer of the Company with respect to the solvency of the Company on a consolidated basis), any definitive financing documents or other certificates any documents as may be reasonably requested by Parent in connection with such financing, the Company to facilitate any Financings; (vvii) to make using commercially reasonable efforts to obtain from its cause their independent accountants to provide assistance and its Subsidiaries’ respective advisors, as applicable, such accounting comfort letters, consents of accountants for use of their reports cooperation in materials related to any debt financing, Financing; and legal opinions, as may be reasonably requested by Parent in connection with such financing, (viviii) as promptly as practicable, furnishing Parent and, subject to customary confidentiality undertakings, its financing sources with providing all financial documentation and other information regarding about LACQ as is reasonably requested in writing by the Company and its Subsidiaries as may be reasonably requested by Parent of a type generally used in connection with a syndicated bank financing as well as an offering pursuant to Rule 144A of the Securities Act as applicable to Parent, and (vii) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of any debt financing; provided, however, that no obligation of the Company or any of its Subsidiaries under any such agreement, document or instrument shall be effective until the Effective Time and none of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or out-of-pocket expense in connection with any such financing prior Financing that relates to applicable “know your customer” and anti-money laundering rules and regulations, including “FINCEN” (and similar beneficial ownership regulations) and the Effective TimeUSA PATRIOT Act.

Cooperation with Financing. The Company Prior to the Closing, each of the Companies shall, and shall cause its respective Subsidiaries, and shall use its commercially reasonable efforts to provide, and to cause its Subsidiaries and each of its and their respective Representativesrespective, including legal officers and accountingemployees to, provide to provide, Acquiror all cooperation reasonably requested by Parent Acquiror that is necessary, proper or advisable in connection with obtaining any the financing required by it to consummate the transactions contemplated by this Agreement the Debt Commitment Letters (provided that such requested cooperation does not in the reasonable judgment of the Company unreasonably interfere with the ongoing operations of the Company and its Subsidiaries“Debt Financing”), including (i) providing reasonably required information relating to the Company participation in a reasonable number of meetings, presentations, road shows, due diligence sessions and its Subsidiaries to the parties providing such financingsessions with rating agencies, (ii) assisting in with the preparation of (A) any offering documents for any debt financing, and (B) materials for rating agency presentations, bank information memoranda, and similar documents required in connection with the Debt Financing, including execution and delivery of customary representation letters reasonably satisfactory in form and substance to the such Company in connection with bank information memoranda, (iii) reasonably cooperating with the marketing efforts for any debt financing (including consenting to the use of the Company’s and its Subsidiaries’ logos), (iv) executing and delivering, and causing its Subsidiaries to execute and deliver, reasonable and customary certificates, management representations to support accounting comfort letters, and legal opinions (including a reasonable and customary certificate of the principal financial officer of the Company with respect to the solvency of the Company on a consolidated basis), as may be reasonably requested by Parent in connection with such financing, (v) to make using commercially reasonable efforts to obtain from its furnish Acquiror and its Subsidiaries’ respective advisors, as applicable, such accounting comfort letters, consents of accountants for use of their reports in materials related to any debt financing, and legal opinions, as may be reasonably requested by Parent in connection with such financing, (vi) as promptly as practicable, furnishing Parent and, subject to customary confidentiality undertakings, its financing Debt Financing sources with all financial and other information regarding the such Company and its Subsidiaries as may be reasonably requested by Parent Acquiror, including all financial statements, pro forma financial information, financial data, audit reports and other information of a the type generally used required by Regulation S-X and Regulation S-K under the Securities Act, or as otherwise required in connection with a syndicated bank financing as well as an offering pursuant the Debt Financing, (iv) using commercially reasonable efforts to Rule 144A of the Securities Act as applicable assist Acquiror to Parentobtain accountants’ comfort letters, surveys, engineering reports, title insurance and (vii) taking all corporate actions, subject other documentation and items relating to the occurrence of the Closing, Debt Financing as reasonably requested by Parent Acquiror, (v) using commercially reasonable efforts to permit execute and deliver any pledge and security documents, other definitive financing documents, or other certificates, or documents as may be reasonably requested by Acquiror (including a certificate of the consummation Chief Financial Officer of such Company or any debt financing; providedSubsidiary with respect to solvency matters) and otherwise reasonably facilitating the pledging of collateral (including cooperation in connection with the pay off of existing indebtedness and the release of related Liens, howeverif any), provided that no obligation of the Company or any of its Subsidiaries Subsidiary under any such agreement, document or instrument executed documents shall be effective until the Effective Time Closing, (vi) using commercially reasonable efforts to (x) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s current assets, cash management and none accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements, (y) permit prospective lenders involved in the debt financing to complete reasonable customer and supplier due diligence (but in no event shall prospective lenders be entitled to contact customers and suppliers directly without the Companies’ consent), and (z) establish bank and other accounts in connection with the foregoing, and (vii) using commercially reasonable efforts to obtain customary waivers, consents, estoppels and approvals from other parties to material leases to which either Company or any of its Subsidiaries is a party (it being understood and agreed that obtaining any such waiver, consent, estoppel or approval shall not be a condition to Closing the transactions contemplated hereby). Each of the Companies hereby consents to the use of its and its Subsidiaries’ logos as may be reasonably necessary in connection with the Debt Financing; provided, that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage such Company or any of its Subsidiaries or the reputation or goodwill of such Company or any of its Subsidiaries and its or their marks. Nothing in this Section 5.5 shall require the Companies or any of their respective Subsidiaries to provide any assistance to the extent it would interfere unreasonably with the ongoing business or operations of such Company or any of its Subsidiaries. Notwithstanding anything in this Section 5.5 to the contrary, neither the Companies nor any of their respective Subsidiaries shall be required to pay any commitment fee or other similar fee or incur any other liability or with respect to the Debt Financing prior to the Closing. Promptly following any written request by the Companies, and in any event prior to the close of business on the Business Day immediately prior to the Closing Date, Acquiror shall reimburse the Companies for any out-of-pocket expense fees and expenses paid by any of them in connection with their cooperation pursuant to this Section 5.5. Acquiror shall indemnify and hold harmless the Companies and each of their respective officers, directors, employees and representatives for any such financing prior to liabilities, losses or other damages of any kind suffered or incurred by them in connection with the Effective Timearrangement of or consummation of the Debt Financing.

Cooperation with Financing. The Company (a) Seller agrees to provide and shall cause each of the Companies and their respective Subsidiaries to use its their commercially reasonable efforts to providecause their respective employees and auditors to provide such cooperation and assistance with the Financing as is reasonably requested, and from time to cause its Subsidiaries and each time, by Parent or Buyer. Such assistance shall include the following: (i) participation by senior management of its the Companies and their respective RepresentativesSubsidiaries in, including legal and accountingassistance with, to providea reasonable number of meetings, all cooperation reasonably requested by Parent road shows, prospectus drafting sessions, presentations and due diligence sessions in connection with obtaining any financing required by it to consummate the transactions contemplated by this Agreement (provided that such requested cooperation does not in the reasonable judgment underwriting of the Company unreasonably interfere with Equity Financing and the ongoing operations of the Company and its Subsidiaries), including (i) providing reasonably required information relating to the Company and its Subsidiaries to the parties providing such financing, Debt Financing; (ii) timely delivery to Buyer and its financing sources of the Financing Information and cooperation with Buyer and Parent, and use commercially reasonable efforts to cause the auditors of the Companies and their respective Subsidiaries to cooperate with Buyer and Parent with respect to the preparation of the requisite pro-forma financial statements required in connection with the filing of the preliminary and final prospectus in relation to the Equity Financing (iii) using commercially reasonable efforts to cause the Companies' independent auditors to participate in due diligence sessions; (iv) assisting the Parent and its Affiliates and their financing sources in the preparation of (A) any offering documents for any debt financingportion of the Financing, and (B) materials for rating agency presentations, including execution and delivery of customary representation letters reasonably satisfactory in form and substance to the Company in connection with bank information memoranda, (iiiv) reasonably cooperating with the marketing efforts of the Parent and its Affiliates and their financing sources for any debt financing (including consenting to the use of the Company’s and its Subsidiaries’ logos)Financing, (ivvi) providing and executing and delivering, and causing its Subsidiaries to execute and deliver, reasonable and customary certificates, management representations to support accounting comfort letters, and legal opinions closing documents (including a reasonable and customary certificate of which shall be effective upon the principal financial officer of the Company with respect to the solvency of the Company on a consolidated basis), Closing) as may be reasonably requested by Parent in connection and its Affiliates, including, as required, a certificate of the chief financial officer of each of the Seller and the Companies with such financingrespect to solvency matters, (vvii) executing and delivering any pledge and security documents and otherwise facilitating the pledging of collateral, in each case, solely to make commercially reasonable efforts to obtain the extent any such pledge becomes effective upon the Closing, (viii) arranging for the delivery of signed acknowledgements and consents from its the auditors of the Companies and its Subsidiaries’ their respective advisors, as applicable, such accounting comfort letters, consents of accountants Subsidiaries for use of their reports in any materials related to any debt financingthe Financing (including the preliminary and final prospectus in respect of the Equity Financing not heretofore provided) and obtain accountants' comfort letters customary for transactions of the type and as reasonably requested by the Parent and its Affiliates, and legal opinions, Seller will provide to Buyer and its financing sources such additional information as may be reasonably requested by Parent necessary so that the Financing Information is Compliant. Seller hereby consents to the use of all of the Companies' and their respective Subsidiaries' logos in connection with such financing, (vi) as promptly as practicable, furnishing Parent and, subject to customary confidentiality undertakings, its financing sources with all financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent of a type generally used in connection with a syndicated bank financing as well as an offering pursuant to Rule 144A of the Securities Act as applicable to Parent, and (vii) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of any debt financing; provided, however, that no obligation of the Company or any of its Subsidiaries under any such agreement, document or instrument shall be effective until the Effective Time and none of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or out-of-pocket expense in connection with any such financing prior to the Effective TimeFinancing.

Cooperation with Financing. The (a) During the Interim Period, the Company shall Parties will use its commercially reasonable efforts to provide, cooperate with and to cause its Subsidiaries and each of its and their respective Representatives, including legal and accounting, to provide, all cooperation reasonably requested by Parent assist the Purchaser in connection with obtaining any debt financing required sought by it the Purchaser to consummate finance the transactions contemplated by this Agreement (provided that such requested cooperation does not in Agreement. Without limiting the reasonable judgment of foregoing, the Company unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) providing reasonably required information relating Parties will use their respective reasonable efforts to the Company and its Subsidiaries to the parties providing such financing, (ii) assisting in the preparation of (A) any offering documents for any debt financing, and (B) materials for rating agency presentations, including execution and delivery of customary representation letters reasonably satisfactory in form and substance to the Company provide cooperation in connection with bank information memoranda, (iii) reasonably cooperating with the marketing efforts for any arrangement of such debt financing (including consenting to the use of the Company’s and its Subsidiaries’ logos), (iv) executing and delivering, and causing its Subsidiaries to execute and deliver, reasonable and customary certificates, management representations to support accounting comfort letters, and legal opinions (including a reasonable and customary certificate of the principal financial officer of the Company with respect to the solvency of the Company on a consolidated basis), as may be reasonably requested by Parent in connection with such financingthe Purchaser, including (vi) to make commercially reasonable efforts to obtain from its furnishing the Purchaser and its Subsidiaries’ respective advisors, as applicable, such accounting comfort letters, consents of accountants for use of their reports in materials related to any debt financing, financing sources with financial and legal opinions, other pertinent information regarding the Company as may be reasonably requested by Parent the Purchaser in connection with such the debt financing, (viii) as promptly as practicable, furnishing Parent and, subject to customary confidentiality undertakings, reasonably cooperating with the Purchaser and its financing sources with all financial in obtaining the debt financing, including by making members of the Company’s senior management reasonably available to attend meetings and other information make presentations regarding the Company business and its Subsidiaries prospects of the Company, (iii) providing and executing documents as may be reasonably requested by Parent the Purchaser solely with respect to closing such debt financing as of a type generally used the Closing Date in connection with a syndicated bank financing as well as an offering pursuant to Rule 144A the transactions contemplated by this Agreement; provided, that the effectiveness of the Securities Act as applicable to Parent, and (vii) taking all corporate actions, subject to such documents is conditioned upon the occurrence of the Closing, and (iv) reasonably requested by Parent to permit facilitating the consummation pledge of any debt financingthe Company’s collateral; provided, however, that no obligation of the Company or any of its Subsidiaries under any such agreement, document or instrument shall pledge will be effective until the Effective Time Closing Date, and none of provided, further, that the Company or any of its Subsidiaries shall Parties will not be required to pay any commitment or other similar fee or incur any other liability liability, directly or out-of-pocket expense indirectly, in connection with any such the debt financing prior to the Effective TimeClosing Date and no Company Party will be required to indemnify any Person in connection with the debt financing prior to the Closing Date. All non-public or otherwise confidential information regarding the Company obtained by the Purchaser or its Representatives pursuant to this Section 5.7(a) will be kept confidential in accordance with the Confidentiality Agreement; provided that the Purchaser and its Representatives will be permitted to disclose such information as necessary and consistent with customary practices in connection with the due diligence investigation of the lenders and any confidential information memorandum delivered to potential lenders in order to arrange any debt financing sought by the Purchaser to finance the transactions contemplated by this Agreement so long as the parties who receive such information are informed of the confidential nature of the information.