Common use of Cooperation with Financing Clause in Contracts

Cooperation with Financing. The Company shall use its commercially reasonable efforts to provide and cause the Company Subsidiaries and Company Representatives to provide, all cooperation reasonably necessary in connection with any financing efforts that Parent may undertake in connection with the Merger, as may be reasonably requested by Parent, (a) 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 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 lender’s Representatives such access to information and management as may be reasonably necessary for their due diligence (including accounting due diligence sessions), facilitating the execution and delivery of definitive financing documents and customary deliverables (excluding, for the avoidance of doubt, any solvency certificates, which shall be the responsibility of Parent) and taking all corporate actions, subject to the occurrence of the Closing, necessary to permit the consummation of any such 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 none of the Company or any of the Company Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with 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 efforts to provide provide, and to cause the Company its Subsidiaries and Company Representatives each of its and their respective Representatives, including legal and accounting, to provide, all cooperation reasonably necessary requested by Parent in connection with obtaining any financing efforts required by it to consummate the transactions contemplated by this Agreement (provided that Parent may undertake 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 Mergermarketing 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 ParentParent in connection with such financing, (av) includingto make commercially reasonable efforts to obtain from its and its Subsidiaries’ respective advisors, but not limited toas applicable, assisting such accounting comfort letters, consents of accountants for use of their reports 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 materials related to collateral (including providing information as requested for the evaluation of assets included or that may be included in any borrowing base debt financing, and reasonably facilitating the pledging of collateral and providing of guarantees)legal opinions, 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 lender’s Representatives such access to information and management as may be reasonably necessary for their due diligence requested by Parent in connection with such financing, (including accounting due diligence sessions)vi) as promptly as practicable, facilitating furnishing Parent and, subject to customary confidentiality undertakings, its financing sources with all financial and other information regarding the execution Company and delivery its Subsidiaries as may be reasonably requested by Parent of definitive a type generally used in connection with a syndicated bank financing documents as well as an offering pursuant to Rule 144A of the Securities Act as applicable to Parent, and customary deliverables (excluding, for the avoidance of doubt, any solvency certificates, which shall be the responsibility of Parentvii) and taking all corporate actions, subject to the occurrence of the Closing, necessary reasonably requested by Parent to permit the consummation of any such 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 agenciesdebt 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 the Company 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 the foregoing any such financing 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 the Company its Subsidiaries to provide, and Company Representatives shall cause its and their respective officers, directors, employees, consultants, accountants, legal counsel, investment bankers, agents and other representatives to provide, all necessary cooperation reasonably necessary in connection with any financing efforts that Parent may undertake in connection with any Debt Financing, in connection with obtaining consents from the MergerCompany’s lenders or note holders under the Company’s existing financing arrangements or with respect to notices relating to the repayment of any of the Company’s existing financing arrangements to occur at or following the Closing, as may be reasonably requested by Parent, (a) including, but not limited to, assisting in the preparation for and participating participation in a reasonable number of meetings, furnishing financial and other information, cooperating cooperation in marketing efforts, participating in drafting sessions, 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 and reasonably facilitating the pledging of collateral and providing of guaranteesbase), assisting assistance 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 lender’s Representatives such access to information and management as may be reasonably necessary for their due diligence (including accounting due diligence sessions)diligence, facilitating the execution creating a bankruptcy remote Subsidiary in a jurisdiction specified by Parent and delivery causing one or more of definitive financing documents and customary deliverables (excludingits Subsidiaries, for the avoidance of doubtas necessary, any solvency certificates, which shall be the responsibility of Parent) and taking all corporate actions, subject to the occurrence of the Closing, necessary to permit the consummation of become borrowers under any such 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 agenciesDebt Financing; provided, however, that none of the Company or any of the Company its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with the foregoing prior to the Effective Time; Time and provided, further, that Parent shall reimburse be solely responsible for all out-of-pocket expenses of the Company for its reasonable out of pocket costs incurred by the Company in connection with this Section 5.14the foregoing.

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 cause their respective employees and auditors to provide such cooperation and cause assistance with the Company Financing as is reasonably requested, from time to time, by Parent or Buyer. Such assistance shall include the following: (i) participation by senior management of the Companies and their respective Subsidiaries in, and Company Representatives to provideassistance with, all cooperation reasonably necessary in connection with any financing efforts that Parent may undertake a reasonable number of meetings, road shows, prospectus drafting sessions, presentations and due diligence sessions in connection with the Mergerunderwriting of the Equity Financing and the 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) offering documents for any portion of the Financing, and (B) (v) cooperating with the marketing efforts of the Parent and its Affiliates and their financing sources for any of the Financing, (vi) providing and executing customary closing documents (which shall be effective upon the Closing) as may be reasonably requested by ParentParent and its Affiliates, including, as required, a certificate of the chief financial officer of each of the Seller and the Companies with respect to solvency matters, (avii) including, but not limited to, assisting in the preparation for executing and participating in a reasonable number of meetings, furnishing financial delivering any pledge and other information, cooperating in marketing efforts, participating in drafting sessions, 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 security documents and reasonably otherwise facilitating the pledging of collateral collateral, in each case, solely to the extent any such pledge becomes effective upon the Closing, (viii) arranging for the delivery of signed acknowledgements and providing consents from the auditors of guarantees), assisting the Companies and their respective Subsidiaries for use of their reports in preparing borrowing base certificates any materials related to the Financing (including the preliminary and final prospectus in respect of the form Equity Financing not heretofore provided) and substance obtain accountants' comfort letters customary for transactions of the type and as reasonably requested by Parent and for the dates requested by Parent, allowing Parent and its Affiliates, and any of Seller will provide to Buyer and its lender’s Representatives financing sources such access to additional information and management as may be reasonably necessary for their due diligence (including accounting due diligence sessions), facilitating so that the execution and delivery of definitive financing documents and customary deliverables (excluding, for the avoidance of doubt, any solvency certificates, which shall be the responsibility of Parent) and taking all corporate actions, subject Financing Information is Compliant. Seller hereby consents to the occurrence use of all of the Closing, necessary to permit the consummation of any such financing Companies' 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 none of the Company or any of the Company Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability their respective Subsidiaries' logos in connection with 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 5.14Financing.

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 cause the Company Subsidiaries and Company Representatives to provide, Buyer with all cooperation as reasonably necessary requested by Buyer in connection with 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 efforts that Parent may undertake in connection with the Merger, documents as may be reasonably requested by ParentBuyer or any prospective lender to Buyer, (aii) includingfurnishing 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, but not limited to(iii) cooperation with the marketing efforts of Buyer and its financing sources for all or any portion of the Financing, assisting (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 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 solvency matters substantially in the preparation for form attached to the Commitment Letters; and participating in a reasonable number (D) agreements, documents or certificates that facilitate the post-Closing creation, perfection or enforcement of meetings, furnishing financial and other information, cooperating in marketing efforts, participating in drafting sessions, assisting in matters related to collateral Liens securing the Financing (including providing information 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 for the evaluation of assets included by Buyer or that may be included in its financing sources, (v) executing and delivering any borrowing base pledge and reasonably security documents and otherwise facilitating the pledging of collateral and providing of guarantees)collateral, 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 lender’s Representatives such access to information and management as may be reasonably necessary for their due diligence (including accounting due diligence sessions), facilitating the execution and delivery of definitive financing documents and customary deliverables (excluding, for the avoidance of doubt, any solvency certificates, which shall be the responsibility of Parent) and taking all corporate actions, subject each case solely to the occurrence of extent taking effect after the Closing, necessary (vi) using commercially reasonable best efforts to permit satisfy the consummation 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 such 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 none of the Company or any of the Company Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability documents in connection with the foregoing prior financing for the transactions contemplated by this Agreement shall be subject to the Effective Timeconsummation of the transactions contemplated hereby at the Closing and such documents will not take effect until the Closing. Seller hereby consents on behalf of the Companies (and shall cause each Company to consent) to the use of the Companies’ logos in connection with the Financing; provided, further, that Parent shall reimburse such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company for its reasonable out Companies or the reputation or goodwill of pocket costs incurred by the Company in connection with this Section 5.14Companies.

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 cause its and their respective, officers and employees to, provide and cause the Company Subsidiaries and Company Representatives to provide, Acquiror all cooperation reasonably necessary in connection with any financing efforts requested by Acquiror that Parent may undertake is necessary, proper or advisable in connection with the Mergerfinancing transactions contemplated by the Debt Commitment Letters (the “Debt Financing”), as may be reasonably requested by Parent, including (ai) including, but not limited to, assisting in the preparation for and participating participation in a reasonable number of meetings, furnishing presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) assisting with the preparation of 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 such Company in connection with bank information memoranda, (iii) using commercially reasonable efforts to furnish Acquiror and its Debt Financing sources with financial and other information regarding such Company and its Subsidiaries as may be reasonably requested by Acquiror, including all financial statements, pro forma financial information, cooperating financial data, audit reports and other information of the type required by Regulation S-X and Regulation S-K under the Securities Act, or as otherwise required in marketing effortsconnection with the Debt Financing, participating in drafting sessions(iv) using commercially reasonable efforts to assist Acquiror to obtain accountants’ comfort letters, assisting in matters related surveys, engineering reports, title insurance and other documentation and items relating to collateral the Debt Financing as reasonably requested by Acquiror, (v) using commercially reasonable efforts to 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 providing information as requested for a certificate of the evaluation Chief Financial Officer of assets included such Company or that may be included in any borrowing base Subsidiary 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 providing the release of guaranteesrelated Liens, if any), assisting in preparing borrowing base certificates provided that no obligation of the Company or any Subsidiary under such executed documents shall be effective until the Closing, (vi) using commercially reasonable efforts to (x) permit the prospective lenders involved in the form Debt Financing to evaluate the Company’s current assets, cash management and substance as requested by Parent accounting systems, policies and procedures relating thereto for the dates requested by Parentpurposes of establishing collateral arrangements, allowing Parent (y) permit prospective lenders involved in the debt financing to complete reasonable customer and its 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 lender’s Representatives Subsidiaries is a party (it being understood and agreed that obtaining any such access waiver, consent, estoppel or approval shall not be a condition to information Closing the transactions contemplated hereby). Each of the Companies hereby consents to the use of its and management its Subsidiaries’ logos as may be reasonably necessary for their due diligence (including accounting due diligence sessions), facilitating in connection with the execution and delivery of definitive financing documents and customary deliverables (excluding, for the avoidance of doubt, any solvency certificates, which shall be the responsibility of Parent) and taking all corporate actions, subject to the occurrence of the Closing, necessary to permit the consummation of any such 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 agenciesDebt Financing; provided, however, that none of the 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 liability 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 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 liabilities, losses or other liability damages of any kind suffered or incurred by them in connection with the foregoing prior to arrangement of or consummation of 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 5.14Debt Financing.

Cooperation with Financing. The (a) During the Interim Period, the Company shall Parties will use its commercially reasonable efforts to cooperate with and assist the Purchaser in connection with obtaining any debt financing sought by the Purchaser to finance the transactions contemplated by this Agreement. Without limiting the foregoing, the Company Parties will use their respective reasonable efforts to provide and cause the Company Subsidiaries and Company Representatives to provide, all cooperation reasonably necessary in connection with any financing efforts that Parent may undertake in connection with the Merger, arrangement of such debt financing as may be reasonably requested by Parentthe Purchaser, including (ai) including, but not limited to, assisting in furnishing the preparation for Purchaser and participating in a reasonable number of meetings, furnishing its financing sources with financial and other information, cooperating in marketing efforts, participating in drafting sessions, assisting in matters related to collateral (including providing pertinent information as requested for regarding 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 lender’s Representatives such access to information and management Company as may be reasonably necessary for their due diligence requested by the Purchaser in connection with the debt financing, (ii) reasonably cooperating with the Purchaser and its financing sources in obtaining the debt financing, including accounting due diligence sessions)by making members of the Company’s senior management reasonably available to attend meetings and make presentations regarding the business and prospects of the Company, facilitating (iii) providing and executing documents as may be reasonably requested by the execution and delivery Purchaser solely with respect to closing such debt financing as of definitive financing the Closing Date in connection with the transactions contemplated by this Agreement; provided, that the effectiveness of such documents and customary deliverables (excluding, for the avoidance of doubt, any solvency certificates, which shall be the responsibility of Parent) and taking all corporate actions, subject to is conditioned upon the occurrence of the Closing, necessary to permit the consummation of any such financing and to permit the proceeds thereof to be made available to Parent and (biv) excluding participating in presentations, road shows and sessions with prospective lenders, investors and ratings agenciesreasonably facilitating the pledge of the Company’s collateral; provided, however, that none no obligation of the Company or under any of such pledge will be effective until the Closing Date, and provided, further, that the Company Subsidiaries shall Parties will not be required to pay any commitment or other similar fee or incur any other liability liability, directly or indirectly, in connection with the foregoing debt financing prior to the Effective Time; provided, further, that Parent shall reimburse the Closing Date and no Company for its reasonable out of pocket costs incurred by the 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 5.145.7(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.

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 use its commercially reasonable efforts to provide provide, and shall cause the Company Subsidiaries to, and shall use its reasonable efforts to cause the respective officers, employees, representatives and advisors, including legal and accounting, of the Company Representatives to provideand the Company Subsidiaries to, provide all cooperation reasonably necessary in connection with any financing efforts that requested by Parent may undertake in connection with the MergerFinancing, any issuance by Parent of debt securities, equity securities, equity-linked securities or hybrid securities (the "SECURITIES") principally to finance its obligations under this Agreement and the other transactions contemplated by this Agreement, including (i) participation in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) assisting with the preparation of materials for rating agency presentations, bank information memoranda, prospectuses and similar documents required in connection with the Financing or the issuance of the Securities, (iii) executing and delivering any pledge and security documents, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by Parent, (a) 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 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 lender’s Representatives (iv) seeking to obtain such access to information and management consents from such parties as may be reasonably necessary for their due diligence (including accounting due diligence sessions)required in connection with the Financing, facilitating the execution and delivery of definitive financing documents and customary deliverables (excluding, for the avoidance of doubtMerger, any solvency certificates, contemplated reorganizations of the Company and the Company Subsidiaries to occur concurrently with the Merger pursuant to Contracts to which the Company or any Company Subsidiary is a party; PROVIDED that nothing herein shall be the responsibility of Parent) and taking all corporate actions, subject require such cooperation to the occurrence of extent it would interfere unreasonably with the Closing, necessary to permit the consummation of any such 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 none business or operations of the Company or any of the Company Subsidiaries shall be required to pay or otherwise result in any commitment or other similar fee or incur any other liability in connection unreasonable interference with the foregoing prior to the Effective Time; provided, further, that Parent shall reimburse the Company for its reasonable out prompt and timely discharge by such employees of pocket costs incurred by the Company in connection with this Section 5.14their normal duties.

Cooperation with Financing. The Company (a) Prior to the Closing, the Selling Entities shall use its commercially reasonable efforts to provide and cause the Company Subsidiaries and Company Representatives to provide, Buyer all customary cooperation that is reasonably necessary in connection with any financing efforts that Parent may undertake requested by Buyer in connection with the MergerDebt Financing, as may be reasonably requested by Parent, including: (ai) including, but not limited to, assisting in with the preparation for and participating in a reasonable number delivery of meetings, furnishing financial and other information, cooperating in marketing efforts, participating in drafting sessions, assisting in matters related to collateral the Marketing Material; (including providing information as requested for the evaluation of assets included or that may be included in any borrowing base and reasonably ii) facilitating the pledging of collateral on the Assets, provided that no pledge shall be effective until the Closing; (iii) delivery to Buyer and providing its Debt Financing Sources of guarantees)Required Information and other deliverables, in each case, as promptly as reasonably practicable following Buyer’s request therefor; (iv) assisting in preparing borrowing base the negotiation of definitive financing documents, including guarantee and collateral documents, and customary closing 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 lender’s Representatives such access to information and management as may be required by the Debt Financing Sources; (v) taking such actions as are reasonably necessary for their due diligence requested by Buyer to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining the Debt Financing that are within the Seller’s control; and (including accounting due diligence sessions)vi) providing, facilitating the execution and delivery of definitive financing documents and customary deliverables no later than three (excluding, for the avoidance of doubt, any solvency certificates, which shall be the responsibility of Parent3) and taking all corporate actions, subject Business Days prior to the occurrence of Closing Date, all documentation and other information about the ClosingSelling Entities required under applicable “know your customer” and anti-money laundering rules and regulations, necessary including the Patriot Act, that in each case has been requested in writing by Buyer at least ten (10) Business Days prior to permit the consummation of any such 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 agenciesClosing Date; provided, however, that none nothing in this Agreement shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or any of the Company Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with the foregoing prior to the Effective TimeSelling Entities; and provided, further, that Parent notwithstanding anything in this Agreement to the contrary, the Selling Entities shall reimburse not (A) be required to incur or pay any costs or expenses related to the Company for its reasonable out cooperation provided pursuant to this Section 7.08 or pay any fees (including commitment or other similar fees) or to give any indemnities or incur any liabilities prior to the Closing, (B) have any liability or obligation under any loan agreement, debt security or any related document or any other agreement or document related to the Debt Financing, (C) be required to provide access to or disclose information where such access or disclosure would (or would be reasonably expected to) jeopardize the attorney-client privilege or contravene any Applicable Law or violate any Contract, agreement or confidentiality obligation binding on the Selling Entities or their Affiliates, (D) take any action in respect of pocket costs incurred the Debt Financing to the extent that such action would cause any condition to Closing to fail to be satisfied by the Company Outside Date or otherwise result in a breach of this Agreement by any of the Selling Entities or their Affiliates, (E) subject any of the Selling Entities or their Subsidiaries, or any of its or their respective directors, managers, officers or employees to any actual or potential personal liability, (F) waive or amend any terms of this Agreement or any other Contract to which any Selling Entity is a party, (G) take any action that would subject it to actual or potential Liability, to bear any cost or expense or to make any other payment or agree to provide any indemnity in connection with this Section 5.14the Debt Financing, the definitive documents related to the Debt Financing or any information utilized in connection therewith or (H) be required to execute any document, certificate or instrument, or make any representation or warranty, in connection with the Debt Financing, except for customary authorization letters and any such document, certificate or instrument that is conditioned upon, and not effective until, the consummation of the Closing.

Cooperation with Financing. The Company LACQ shall, and shall use its commercially reasonable efforts to cause its advisors and representatives to, provide and cause the Company Subsidiaries and Company Representatives to provide, all cooperation reasonably necessary in connection with any financing efforts that Parent may undertake in connection with the Merger, as may be reasonably requested by Parent, (a) including, but not limited to, assisting the Company to assist the Company in the preparation for arrangement, syndication, underwriting or placement, and obtaining of any equity or debt financing up to $25,000,000 in a transaction that does not in any manner involve, relate to or otherwise directly benefit Persons that are Affiliates of the Company (each, a “Financing”), including (i) 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 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 lender’s Representatives such access to information and management as may be reasonably necessary for their due diligence (including accounting due diligence sessions), facilitating the execution and delivery of definitive financing documents and customary deliverables (excluding, for the avoidance of doubt, any solvency certificates, which shall be the responsibility of Parent) and taking all corporate actions, subject to the occurrence of the Closing, necessary to permit the consummation of any such 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 lendersrating agencies and financing sources; (ii) participating in reasonable and customary due diligence; (iii) furnishing the Company and any financing sources, investors as promptly as reasonably practicable, with all financial statements and ratings agencies; providedfinancial, howeverlegal 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, that none without limitation, furnishing and agreeing to disclose any information deemed to be material by the Company or its counsel in any offering memorandum, private placement memorandum or other similar document in connection with an offering of securities by the Company or any of its Subsidiaries); (iv) assisting in the Company Subsidiaries shall preparation of customary materials for rating agency presentations, business projections, road show materials, pro forma financial statements and similar documents required in connection with any Financing; (v) cooperating with the Company’s counsel in connection with any legal opinions that such counsel may be required to pay any commitment or other similar fee or incur any other liability deliver in connection with the foregoing prior to the Effective Timeany Financings; provided, further, that Parent shall reimburse (vi) assisting the Company for its in obtaining any corporate credit and family ratings from any ratings agencies, and any interest hedging arrangements, and any definitive financing documents or other certificates any documents as may be reasonably requested by the Company to facilitate any Financings; (vii) using commercially reasonable out of pocket costs incurred efforts to cause their independent accountants to provide assistance and cooperation in any Financing; and (viii) providing all documentation and other information about LACQ as is reasonably requested in writing by the Company in connection with this Section 5.14any Financing that relates to applicable “know your customer” and anti-money laundering rules and regulations, including “FINCEN” (and similar beneficial ownership regulations) and the USA PATRIOT Act.

Cooperation with Financing. The To the extent Buyer reasonably requests in connection with the Financing, the Company shall, and shall cause its officers, directors, employees, auditors, attorneys and financial advisors (collectively, “Company Representatives”) to: (i) reasonably cooperate in assisting in the preparation of any bank information memoranda, business projections, customary and reasonably available marketing materials and other information to be used in connection with the syndication of the Financing; (ii) use its their respective commercially reasonable efforts to provide and cause the Company Subsidiaries and Company Representatives to provide, all cooperation reasonably necessary in connection with any financing efforts that Parent may undertake in connection with the Merger, as may be reasonably requested by Parent, (a) including, but not limited to, assisting in the preparation available for meetings 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 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 lender’s Representatives such access to information and management as may be reasonably necessary for their due diligence (including accounting due diligence sessions), facilitating the execution ; (iii) cooperate with prospective lenders and delivery of definitive financing documents their respective advisors in performing their due diligence; (iv) execute and customary deliverables deliver (excluding, for the avoidance of doubt, any solvency certificates, which shall be the responsibility of Parent) and taking all corporate actions, subject to the occurrence of the Closing) or help procure credit agreements, necessary hedging arrangements, notes, mortgages, pledge and security documents, landlord waivers, estoppels, consents, and approvals and other definitive financing documents or other requested certificates or documents, including documents relating to permit the consummation payoff of any such financing existing Indebtedness and to permit the proceeds thereof to be made available to Parent 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 (bvi) excluding participating in presentations, road shows and sessions with prospective lenders, investors and ratings agenciestake all required corporate action (subject to the occurrence of the Closing) to authorize the Financing on the Closing Date; provided, however, that none (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 Company, (B) the Company 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 payment, other than for reasonable out-of-pocket 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 the foregoing Financing 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 5.14Closing.