Common use of Debt Matters Clause in Contracts

Debt Matters. (a) From and after the date of this Agreement until the Closing Date, the Company will, and will cause its officers, employees, agents and representatives to, use its reasonable best efforts to provide such cooperation as is reasonably requested by OmniLit in connection with the arrangement and obtainment of any debt financing in connection with the transactions contemplated hereby (any such debt financing, the “Debt Financing”) (including, whether in whole or in part, any amendment or replacement thereof), including: (i) as promptly as reasonably practicable, timely furnishing to OmniLit and the Debt Financing Sources and their respective representatives any customary information regarding the Company and its Subsidiaries as may be reasonably requested by O▇▇▇▇▇▇; (ii) assisting in preparation for and participation in marketing efforts (including lender meetings and calls), presentations, due diligence sessions and sessions with prospective lenders and other investors, including direct contact between senior management and the other representatives of the Company and its Subsidiaries, on the one hand, and any actual or potential Debt Financing Source, on the other hand and using reasonable best efforts to ensure that the Debt Financing Source benefits materially from existing lending relationships of the Company and its Subsidiaries; (iii) assisting with the preparation of definitive financing documentation and facilitating the pledging of, and granting of liens on, collateral for the Debt Financing; (iv) cooperating in satisfying the conditions precedent set forth in any definitive document relating to the Debt Financing; and (v) providing at least five (5) Business Days prior to the Closing Date all documentation and information requested by O▇▇▇▇▇▇ and the Debt Financing Sources as is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act of 2001 and the requirements of 31 C.F.R. §1010.230, to the extent requested at least eight (8) Business Days prior to the Closing. (b) The Company hereby consents to the use of the Company’s logos in connection with the Debt Financing; provided that such logos shall be used solely in a manner that is not intended or reasonably likely to harm or disparage the Company and its Subsidiaries. (c) Notwithstanding anything herein to the contrary, OmniLit shall be permitted to disclose any information provided pursuant to this Section 7.9 to any actual or potential Debt Financing Sources in connection with the Debt Financing, subject to customary confidentiality undertaking by such Debt Financing Sources.

Debt Matters. (a) From Prior to the Closing, each of DPSG and after the date of this Agreement until the Closing Date, the Company willDPSG Subsidiaries shall, and will cause its officers, employees, agents and representatives to, shall use its their reasonable best efforts to cause their respective Representatives and Affiliates to provide such all customary cooperation as is reasonably requested by OmniLit Maple Parent in connection with the arrangement and obtainment of the Debt Financing or any capital markets debt financing sought by Maple Parent or its Affiliates in connection with the transactions contemplated hereby Transactions in replacement of all or any portion of the Debt Financing (any such debt financing, the “Debt FinancingSecurities”) (including, whether in whole or in part, any amendment or replacement thereof), including:, without limitation (but, subject, in all cases to Section 7.08(b) hereof): (i) (A) delivering the Required Information when due to be delivered in accordance with the definition thereof and (B) informing Maple Parent if the chief executive officer, chief financial officer, treasurer or controller of DPSG or any member of the DPSG Board shall have knowledge of any facts as promptly as reasonably practicablea result of which a restatement of any of DPSG’s financial statements, timely furnishing in order for such financial statements to OmniLit and the Debt Financing Sources and their respective representatives any customary information regarding the Company and its Subsidiaries as may be reasonably requested by O▇▇▇▇▇▇;comply with GAAP, is probable, (ii) assisting upon reasonable prior notice and at times and locations to be mutually agreed upon, making DPSG’s senior officers and certain relevant Representatives available to participate in preparation for and participation in marketing efforts a reasonable number of meetings (including lender meetings and callscustomary one-on-one meetings), road shows, presentations, due diligence sessions, drafting sessions and sessions with prospective lenders potential lenders, underwriters, initial purchasers, potential investors and other investorsrating agencies, (iii) reasonably cooperating with the marketing efforts of Maple Parent and the Financing Sources for all or any portion of the Debt Financing or an offering of Debt Securities, including direct contact between senior management assisting with the preparation of customary materials for the marketing and the other representatives syndication of the Company and its Subsidiaries, on the one hand, and any actual or potential Debt Financing Sourceor an offering of Debt Securities, on including rating agency presentations, bank confidential information memoranda, lender presentations, offering memoranda, private placement memoranda, registration statements, prospectuses, road show materials, business projections and similar documents, in each case, reasonably necessary in connection with the other hand Debt Financing or an offering of Debt Securities (in each case, which may include information from and/or incorporate by reference periodic and current reports filed by DPSG with the SEC, including the DPSG SEC Reports) including identifying any portion of the information that constitutes material, non-public information; provided, that, all parties hereto shall be responsible for the preparation of pro forma financial statements and pro forma adjustments giving effect to the Transactions, (iv) using reasonable best efforts to ensure that cause its independent accountants to provide (A) assistance and cooperation to Maple Parent, including participating in a reasonable number of drafting sessions and accounting due diligence sessions and providing consent to Maple Parent to use such independent accountants’ audit reports relating to DPSG (including, without limitation, in filings with the SEC and offering documents with respect to any capital market debt financing), (B) auditors reports and comfort letters (including “negative assurances” comfort) with respect to financial information relating to DPSG and the its Subsidiaries to the extent customarily needed for financings of the type contemplated by the Debt Financing, in each case, on customary terms and consistent with their customary practice and (C) other documentation and assistance reasonably required in connection with the Debt Financing Source benefits materially from existing lending relationships of the Company and its Subsidiaries; (iii) assisting with including reasonable assistance in the preparation of definitive financing documentation and facilitating the pledging of, and granting of liens on, collateral for the Debt Financing; (iv) cooperating pro forma financial statements described in satisfying the conditions precedent set forth in any definitive document relating to the Debt Financing; andSection 7.08(a)(iii)), (v) providing (A) a certificate of the chief financial officer of DPSG with respect to solvency matters (substantially in the form attached as Schedule I to the Debt Commitment Letter) to the extent required by the Financing Sources under the Debt Commitment Letter in connection with the Debt Financing or an offering of Debt Securities, and (B) customary authorization and representation letters relating to the Debt Financing or an offering of Debt Securities, (vi) except as provided in Sections 7.08(h) and (i), if reasonably requested by Maple Parent, provide and, if applicable, execute documents relating to the repayment of the existing indebtedness and guarantees of DPSG and the DPSG Subsidiaries 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 indebtedness, (vii) reasonably assisting Maple Parent in connection with the preparation of (but not executing, unless effective only following the Effective Time) definitive documentation for the Debt Financing or an offering of Debt Securities, including credit agreements, indentures (including supplements thereto), global notes, guarantee agreements, certificates or other related documents to the extent reasonably requested by Maple Parent, in each case contemplated or otherwise required in connection with the Debt Financing or an offering of Debt Securities, (viii) furnishing Maple Parent and any Financing Sources promptly, but in any event at least five (5) four days prior to Closing with all documentation and other information with respect to DPSG and its Subsidiaries as shall have been reasonably requested in writing by Maple Parent at least nine Business Days prior to the Closing Date all documentation and information requested by O▇▇▇▇▇▇ and that is required in connection with the Debt Financing Sources as is required by bank U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act PATRIOT Act, (ix) reasonably cooperating with Maple Parent to satisfy the conditions precedent to the Debt Financing or an offering of 2001 and the requirements of 31 C.F.R. §1010.230, Debt Securities to the extent requested at least eight within the control of DPSG or the DPSG Subsidiaries, and taking of corporate actions within the control of DPSG and its Subsidiaries reasonably necessary to permit the completion of the Debt Financing, and (8) Business Days prior x) preventing the offer or placement of any debt securities or commercial bank or other credit facilities of DPSG or any DPSG Subsidiary if such securities or commercial bank or other credit facilities would reasonably be expected to materially impair the Closingprimary syndication of the Debt Financing. (b) The Company hereby consents Notwithstanding the foregoing, (i) such requested cooperation shall not unreasonably interfere in any material respect with the business or the ongoing operations of DPSG and/or the DPSG Subsidiaries, (ii) nothing in Section 7.08 shall (A) require cooperation to the extent that it would reasonably be expected to conflict with or violate any applicable Law or result in a breach of, or a default under, any Material Contract, (B) require DPSG or any DPSG Subsidiaries or any of its or their respective Representatives to breach, waive or amend any terms of this Agreement, (C) cause any condition to the Closing set forth in Article VIII to not be satisfied or (D) cause DPSG and/or any DPSG Subsidiaries to violate any obligation of confidentiality (not created in contemplation hereof) binding on DPSG and/or any DPSG Subsidiaries (provided that in the event that DPSG and/or any DPSG Subsidiaries do not provide information in reliance on the exclusion in this clause (D), DPSG and/or any DPSG Subsidiaries shall use commercially reasonable efforts to provide notice to Maple Parent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such obligation of confidentiality)), (iii) neither DPSG nor any DPSG Subsidiary shall be required to pay or incur any commitment or other similar fee or incur or assume any other liability or obligation in connection with any Debt Financing or any offering of Debt Securities (except the obligation to deliver the solvency certificate and customary authorization and representation letters referenced in Section 7.08(a)(v) and the obligations to issue notices of redemption and other notices, officer’s certificates and opinions with respect to the Redemption set forth in Section 7.08(i) below), in each case other than as are contingent upon the Closing or which are concurrently reimbursed by Maple Parent, (iv) none of the Company’s logos directors of DPSG or any DPSG Subsidiary that will not be continuing directors, acting in such capacity, shall be required to authorize or adopt any resolutions approving the agreements, documents, instruments, actions and transactions contemplated in connection with the Debt Financing; provided Financing that such logos would be effective prior to the Effective Time, (v) provide access to or disclose information that DPSG reasonably determines would jeopardize any attorney-client privilege or the attorney-work product doctrine in favor of DPSG or any of its subsidiaries and (vi) none of DPSG, DPSG’s Subsidiaries or their respective directors, officers, employees or agents, shall be used solely in a manner required to execute, deliver or enter into, or perform any agreement, document or instrument (other than the solvency certificate and customary authorization and representation letters contemplated above), with respect to the Debt Financing or any offering of Debt Securities that is not intended contingent upon the Closing or reasonably likely that would be effective prior to harm the Effective Time; provided however that the foregoing clause (vi) of this sentence shall not apply to customary resolutions, representation letters, officer’s certificates, supplemental indentures (which do not result in the creation or disparage assumption of any additional obligations by DPSG or any DPSG Subsidiary prior to the Company Effective Time or contain additional conditions to the closing or funding of the Debt Financing) and its Subsidiariessimilar documents required to be executed in connection with the closing of a debt offering into escrow on customary terms or in connection with the Redemption referred to in Section 7.08(i) below. Nothing hereunder shall require any employee, officer, director or Representative of DPSG or any DPSG Subsidiary to deliver any certificate or opinion or take any other action that would result in personal liability to such employee, officer, director or Representative. DPSG shall file all reports on Form 10-K, 10-Q and Form 8-K, to the extent required to include financial information pursuant to Item 9.01 thereof, in each case, required to be filed with the SEC pursuant to the Exchange Act prior to the Closing Date in accordance with the time periods required by the Exchange Act. (c) Notwithstanding anything herein Maple Parent shall (i) promptly upon request by DPSG, reimburse DPSG for all reasonable and documented out-of-pocket fees and expenses of DPSG and its Subsidiaries and all reasonable and documented out-of-pocket fees and expenses of their Representatives (including all reasonable and documented attorneys’ fees) incurred in connection with the requested cooperation set forth in this Section 7.08 and (ii) except as a result of gross negligence, fraud, willful misconduct of or material breach of this Agreement by DPSG, the DPSG Subsidiaries, its or their Affiliates or its or their Representatives, or arising from information furnished in writing by or on behalf of DPSG and/or its Subsidiaries (including financial statements and audits thereof), indemnify DPSG, the DPSG Subsidiaries, its or their respective Affiliates and its and their respective Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including reasonable and documented fees and expenses of counsel) or settlement payment of any kind, incurred, imposed on, sustained, suffered by or asserted against, any of them, directly or indirectly relating to, arising out of or resulting from the Debt Financing, the performance by DPSG, any DPSG Subsidiaries, its and their respective Affiliates and its and their respective Representatives of any obligations set forth in this Section 7.08 and any information utilized in connection therewith and such Representatives shall be third party beneficiaries of this Section 7.08. (d) Unless, and to the contraryextent, OmniLit Maple Parent shall have sufficient cash from other sources (including the Equity Financing and/or by reason of a capital market or other financing transaction) available to pay the Required Amount, Maple Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange the Debt Financing contemplated by the Debt Commitment Letter, including using reasonable best efforts to (i) maintain in effect the Debt Commitment Letter pursuant to its terms, (ii) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and conditions contained in the Debt Commitment Letter or on other terms agreed by Maple Parent (subject to the restrictions on amendments of the Debt Commitment Letter set forth in Section 7.08(e) below), and (iii) satisfy (or, seek a waiver on a timely basis of) all conditions to funding in the Debt Commitment Letter that are within its control and, in the event that all conditions to funding in the Debt Commitment Letter are satisfied at or prior to Closing, consummate the Debt Financing and cause the Financing Sources to fund the Financing at the Closing. Maple Parent shall keep DPSG reasonably informed on a reasonably timely basis and in reasonable detail of the status of its efforts to arrange and obtain the Debt Financing. Maple Parent shall promptly provide DPSG with copies of agreements relating to the Debt Financing and such other information and documentation regarding such Debt Financing as reasonably requested by DPSG to allow DPSG to monitor the progress of such financing activities. Without limiting the foregoing, Maple Parent shall notify DPSG promptly if at any time prior to the Effective Time: (A) the Debt Commitment Letter or other definitive financing agreements with respect thereto expire or are terminated for any reason (other than in accordance with their terms by reason of an issuance of Debt Securities or other financing transactions that comply with Section 7.08(e) below), (B) Maple Parent obtains knowledge of any material breach or default by any party to any Debt Commitment Letter (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or default thereunder), (C) Maple Parent receives any written communication from any Financing Source providing the Debt Financing with respect to any (1) actual, potential or threatened breach, default, termination or repudiation by any party to the Debt Commitment Letter with respect to the obligation to fund the Debt Financing or (2) a material dispute or disagreement between or among any parties to the Debt Commitment Letter with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing to be funded at the Closing or (D) if Maple Parent, for any reason, otherwise no longer believes in good faith that it will be able to obtain all or any portion of the Debt Financing on the terms described in the Debt Commitment Letter (except as the result of the issuance of any Debt Securities or the effectiveness of any other financing transaction that complies with Section 7.08(e) below). As soon as reasonably practicable after DPSG delivers to Maple Parent a written request therefor, Maple Parent shall provide any information reasonably requested by DPSG relating to any circumstance referred to in clause (A) through (D) of the immediately preceding sentence; provided, that neither Maple Parent nor any of its Affiliates shall be permitted under any obligation to disclose any information provided pursuant that is subject to attorney client or similar privilege to the extent such privilege is asserted in good faith or otherwise would violate or contravene any law, rule or regulation or any obligation of confidentiality. (e) Unless, and to the extent, Maple Parent shall have sufficient immediately and unconditionally available cash from other sources (including the Equity Financing and/or by reason of capital markets, securities or other financing transactions) available to pay the Required Amount, from and after the execution of this Section 7.9 Agreement, Maple Parent shall not amend, modify, replace, terminate or agree to any actual or potential Debt Financing Sources in connection with the Debt Financing, subject to customary confidentiality undertaking by such Debt Financing Sources.waiver