Common use of Financing Activities Clause in Contracts

Financing Activities. (a) Buyer will 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 consummate and obtain the Financing on the terms and conditions described in the Financing Commitments, including using reasonable best efforts to (i) maintain in effect the Financing Commitments, (ii) negotiate definitive agreements with respect to the Debt Financing on terms and conditions (including, as necessary, the “flex” provisions contained in the Redacted Fee Letter) as specified in the Debt Financing Letter (any such agreements, the “Definitive Debt Agreements”), (iii) satisfy on a timely basis (or obtain the waiver of) all conditions that are applicable to Buyer or Merger Sub in the Debt Financing Letter or the Definitive Debt Agreements, as applicable, and comply with its obligations thereunder, and (iv) upon the satisfaction or waiver of such conditions, consummate the Debt Financing at or prior to the Closing as set forth in Section 1.2. In furtherance and not in limitation of the foregoing, in the event that all conditions to the Debt Financing Letter (and if Definitive Debt Agreements have been entered into, to such respective Definitive Debt Agreements) have been satisfied, and all of the conditions set forth in Sections 6.1 and 6.2 have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing), Buyer will use its reasonable best efforts to enforce its rights under the applicable Debt Financing Letter and Definitive Debt Agreements, as the case may be, including by suit or other appropriate proceeding. Buyer will have the right from time to time to amend, modify or replace the Financing Commitments; provided, that Buyer will not, without the prior written consent of the Companies, agree to, or permit, any amendment, modification or replacement of, or waiver under, the Financing Commitments or the definitive agreements relating to the Financing Commitments if such amendment, modification, replacement or waiver would (A) reduce the aggregate amount of the Debt Financing, (B) impose new or additional conditions or otherwise expand or amend any of the conditions precedent or contingencies to the funding on the Closing Date of the Financing as set forth in the Financing Commitments, or (C) reasonably be expected to prevent, impede or delay the consummation of the Financing or the transactions contemplated by this Agreement or make the funding of the Financing less likely to occur or adversely impact the ability of the Buyer (or with respect to the Equity Financing, the Companies) to enforce its rights against the other parties to the Financing Commitments or the definitive documents with respect thereto, without the prior consent of the Companies; provided, further, that notwithstanding the foregoing, Buyer may amend the Debt Financing Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Letter as of the date of this Agreement if the addition of such parties individually or in the aggregate, would not reasonably be expected to delay or prevent the consummation of the Debt Financing or the Closing. Buyer will deliver to the Companies and the Representatives copies of any such amendment, modification, replacement or waiver promptly upon its execution thereof. If, notwithstanding the use of reasonable best efforts by Buyer to satisfy its obligations under this Section 5.15(a), any portion of the Debt Financing or Definitive Debt Documents is terminated or expires or otherwise becomes unavailable on the terms and conditions (including the “flex” provisions contained in the Redacted Fee Letter) specified in the Debt Financing Letter or the Definitive Debt Agreements, Buyer will promptly notify the Companies and the Representatives and will use its reasonable best efforts to arrange and obtain alternative financing from the same and/or alternative sources on terms and conditions not less favorable, taken as a whole, to Buyer (as determined in the reasonable judgment of Buyer), than those contained in the Debt Financing Letter (“Alternative Financing”), upon terms and conditions which would not have any of the effects specified in clauses (A), (B), and (C) of this Section 5.15(a) as promptly as reasonably practicable following the occurrence of such event. Buyer will keep Companies informed on a reasonably current basis of the status of its efforts to arrange the Financing and to satisfy the conditions thereof, including (1) giving Companies and the Representatives prompt written notice of any material adverse change with respect to the Debt Financing, including if at any time the Debt Financing Letter expires or is terminated for any reason or if any financing source party to the Debt Financing Letter notifies Buyer that such source no longer intends to provide financing to Buyer on the terms set forth therein, and (2) upon Companies reasonable request, advising and updating the Companies, in a reasonable level of detail, with respect to status and proposed funding date. For purposes of this Agreement, references to “Financing” and “Debt Financing” and “Definitive Debt Documents” will include the financing contemplated by the Debt Financing Commitment as permitted by this Section 5.15(a) to be amended, modified or replaced and references to “Debt Financing Letter” will include such documents as permitted by this Section 5.15(a) to be amended, modified or replaced, in each case from and after such amendment, modification, or replacement.

Financing Activities. (a) Buyer 5.12.1. Subject to the other provisions of this Agreement, and taking into account the anticipated timing of the Marketing Period, Holdco I will 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 necessary to (a) arrange and consummate and obtain the Financing as promptly as reasonably practicable on the terms and conditions described in the Financing CommitmentsCommitment Letters (including, including using reasonable best efforts to as necessary, any “flex” terms contained in the Debt Commitment Letter or any related fee letter), (ib) maintain in effect the commitment for the Financing Commitmentsset forth in the Commitment Letters, subject to amendments, modifications and replacements permitted hereunder, (iic) negotiate negotiate, execute and deliver definitive agreements with respect to the Debt Financing on the terms and conditions contemplated by the Debt Commitment Letter (including, as necessary, the any “flex” provisions terms contained in the Redacted Fee LetterCommitment Letters or any related fee letter) as specified in the Debt Financing Letter (any such agreements, the “Definitive Debt Agreements”), (iii) satisfy and on a timely basis (or obtain the waiver of) all other terms and conditions that are applicable not less favorable to Buyer or Merger Sub Holdco I (as determined by Holdco I in good faith) than the terms contemplated by the Debt Financing Commitment Letter or in effect on the Definitive Debt Agreements, as applicable, date hereof and comply with its obligations thereunder, and that would not (iv) upon the satisfaction or waiver of such conditions, consummate the Debt Financing at or prior to the Closing as set forth in Section 1.2. In furtherance and not in limitation of the foregoing, in the event that all conditions to the Debt Financing Letter (and if Definitive Debt Agreements have been entered into, to such respective Definitive Debt Agreements) have been satisfied, and all of the conditions set forth in Sections 6.1 and 6.2 have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing), Buyer will use its reasonable best efforts to enforce its rights under the applicable Debt Financing Letter and Definitive Debt Agreements, as the case may be, including by suit or other appropriate proceeding. Buyer will have the right from time to time to amend, modify or replace the Financing Commitments; provided, that Buyer will not, without the prior written consent of the Companies, agree to, or permit, any amendment, modification or replacement of, or waiver under, the Financing Commitments or the definitive agreements relating to the Financing Commitments if such amendment, modification, replacement or waiver would (Ai) reduce the aggregate amount of the Debt Financing, Financing to be funded on the Closing Date unless the Equity Financing is increased by a corresponding amount or (Bii) impose new or additional conditions precedent, or otherwise amend, modify or expand or amend any conditions precedent, to the receipt of the conditions precedent Debt Financing in a manner that would reasonably be expected to (A) cause all or contingencies any portion of the Debt Financing to be unavailable on a date on which the Closing is otherwise required to occur pursuant to Section 2.2, (B) prevent the funding on of the Debt Financing at the Closing Date of the Financing as set forth in the Financing Commitments, or (C) reasonably be expected to prevent, impede or delay the consummation of the Financing or the transactions contemplated by this Agreement or make the funding of the Financing less likely to occur or adversely impact affect the ability of the Buyer (or with respect to the Equity Financing, the Companies) Holdco I to enforce its rights against the other parties to the Financing Commitments Debt Commitment Letter or the definitive documents agreements with respect theretothereto (the items described in the preceding clauses (i) and (ii), without collectively, the prior consent “Restricted Financing Commitment Amendments”) (provided that (x) the existence or exercise of the Companies; provided, further, that notwithstanding the foregoing, Buyer any “flex” terms will not constitute a Restricted Financing Commitment Amendment and (y) Holdco I may amend or modify, or waive any provision or remedy under, the Debt Commitment Letter if such amendment, modification or waiver is not a Restricted Financing Letter Commitment Amendment, it being understood and agreed that any amendment or modification to add lenders, lead arrangers, bookrunners, syndication agents or and similar entities who had will not executed be a Restricted Financing Commitment Amendment), (d) satisfy and cause to be satisfied, on a timely basis, all conditions applicable to, and within the control of, Holdco I in the Commitment Letters, and (e) enforce its rights under the Debt Commitment Letter or, in the event that the Debt Financing Letter as is unavailable, solely at Holdco I’s option, arrange for the Strategic Investor or one of the date of this Agreement if the addition of such parties individually or in the aggregate, would not reasonably be expected its Affiliates to delay or prevent the consummation of provide the Debt Financing or the Closing. Buyer will deliver to the Companies and the Representatives copies of any (provided that such amendment, modification, replacement or waiver promptly upon its execution thereof. If, notwithstanding the use of reasonable best efforts by Buyer to satisfy its obligations under this Section 5.15(a), any portion of the alternative Debt Financing by the Strategic Investor or Definitive Debt Documents is terminated or expires or otherwise becomes unavailable one of its Affiliates will be completed (i) on the same terms and conditions (including the “flex” provisions contained in the Redacted Fee Letter) specified in the Debt Financing Letter or the Definitive Debt Agreements, Buyer will promptly notify the Companies and the Representatives and will use its reasonable best efforts to arrange and obtain alternative financing from the same and/or alternative sources on terms and conditions not less favorable, taken as a whole, to Buyer (as determined in the reasonable judgment of Buyer), than those contained in the Debt Financing Letter (“Alternative Financing”), upon terms and conditions which would not have any of the effects specified in clauses (A), (B), and (C) of this Section 5.15(a) as promptly as reasonably practicable following the occurrence of such event. Buyer will keep Companies informed on a reasonably current basis of the status of its efforts to arrange the Financing and to satisfy the conditions thereof, including (1) giving Companies and the Representatives prompt written notice of any material adverse change with respect to the Debt Financing, including if at any time the Debt Financing Letter expires or is terminated for any reason or if any financing source party to the Debt Financing Letter notifies Buyer that such source no longer intends to provide financing to Buyer on the terms set forth therein, in the Debt Commitment Letter (without giving effect to any “flex” provisions) and (2ii) upon Companies reasonable request, advising and updating within five (5) Business Days of receipt by the Companies, in a reasonable level Buyer Parties of detail, with respect to status and proposed funding date. For purposes of this Agreement, references to “Financing” and “Debt Financing” and “Definitive Debt Documents” will include the financing written notice contemplated by Section 8.1.6(c)), if and to the extent necessary to obtain the Debt Financing contemplated thereby. Promptly after receipt thereof, Holdco I will provide the Sellers’ Representative with copies of any amendment or modification of the Commitment as permitted by this Section 5.15(a) to be amended, modified or replaced and references to “Debt Financing Letter” will include such documents as permitted by this Section 5.15(a) to be amended, modified or replaced, in each case from and after such amendment, modification, or replacementLetters.

Financing Activities. Parent and Merger Sub have delivered to the Company a true and complete copy of the executed debt commitment letter and the related Fee Letter, dated as of the date hereof (aincluding all exhibits, schedules and annexes thereto and together with the related Fee Letter, the “Debt Commitment Letter”) Buyer will use its reasonable best efforts from the Financing Sources; provided, however, that solely in the case of the Fee Letter, a true and complete copy has been delivered to takethe Company with redactions of only the fee amounts payable on the Closing Date to a Financing Source and of the amounts by which interest rates or original issue discount (“OID”) may change; provided further, that no redactions have been made of terms that could affect the availability of, or cause conditionality applicable to be takenthe funding of, all actions the Debt Financing or reduce the net proceeds thereof to an amount, when combined with other funds available to Parent and Merger Sub at Closing, less than the amount necessary to dopay the Required Payment Amount. As of the date hereof, the Debt Commitment Letter has not been amended or modified in any manner. None of Parent or Merger Sub or any of their respective Affiliates has entered into any Contract, side letter or other arrangement or understanding relating to the financing of the Required Payment Amount or transactions contemplated by this Agreement that could affect the amount of, availability of, or cause to be doneconditions precedent to, all things necessary, proper or advisable to consummate and obtain the funding of the Debt Financing on the terms and conditions described Closing Date, other than as set forth in the Financing CommitmentsDebt Commitment Letter. The commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded in any respect. The Debt Commitment Letter is in full force and effect and represents a valid, binding and enforceable obligation of Parent, Merger Sub and (to the Knowledge of Parent and Merger Sub) each other party thereto, including using reasonable best efforts to (i) maintain negotiate the Debt Financing Documents in effect the Financing Commitments, (ii) negotiate definitive agreements good faith with respect to the Debt Financing financing contemplated thereby, subject to the Remedies Exception. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on terms and conditions (including, as necessary, or prior to the “flex” provisions contained date of this Agreement in the Redacted Fee Letter) as specified in connection with the Debt Financing Letter Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Parent, Merger Sub or any other party thereto under the Debt Commitment Letter. None of Parent or Merger Sub has any reason to believe that it or (to the Knowledge of Parent and Merger Sub) any such agreements, the “Definitive Debt Agreements”), (iii) other party thereto will be unable to satisfy on a timely basis (or obtain the waiver of) all conditions that are applicable to Buyer or Merger Sub in any term of the Debt Financing Letter Commitment Letter. There are no conditions precedent or the Definitive Debt Agreements, as applicable, and comply with its obligations thereunder, and (iv) upon the satisfaction or waiver of such conditions, consummate the Debt Financing at or prior other contingencies related to the Closing as set forth in Section 1.2. In furtherance and not in limitation funding of the foregoing, in the event that all conditions to the Debt Financing Letter (and if Definitive Debt Agreements have been entered into, to such respective Definitive Debt Agreements) have been satisfied, and all of the conditions set forth in Sections 6.1 and 6.2 have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing), Buyer will use its reasonable best efforts to enforce its rights under the applicable Debt Financing Letter and Definitive Debt Agreements, as the case may be, including by suit or other appropriate proceeding. Buyer will have the right from time to time to amend, modify or replace the Financing Commitments; provided, that Buyer will not, without the prior written consent of the Companies, agree to, or permit, any amendment, modification or replacement of, or waiver under, the Financing Commitments or the definitive agreements relating to the Financing Commitments if such amendment, modification, replacement or waiver would (A) reduce the aggregate full amount of the Debt Financing, (B) impose new other than the Financing Conditions. The only conditions precedent or additional conditions or otherwise expand or amend any other contingencies related to the funding of the Debt Financing on the Closing Date shall be the Financing Conditions contained in the Debt Commitment Letter. Parent and Merger Sub have no reason to believe, subject to satisfaction of the conditions precedent that set forth obligations of the Company, as set forth in Section 7.1 and Section 7.2, and assuming the accuracy of the Company’s representations and warranties set forth in this Agreement and the performance by the Company of its obligations hereunder, that (i) any of the Financing Conditions will not be satisfied or contingencies (ii) the Debt Financing will not be made available to Parent and Merger Sub on the funding Closing Date. When funded in accordance with, and subject to, the terms and conditions of the Debt Commitment Letter, including any “market flex” provisions with respect thereto, and together with other funds available to Parent and Merger Sub at Closing, the Debt Financing will provide Parent and Merger Sub with acquisition financing on the Closing Date of sufficient to pay the Financing as set forth in Required Payment Amount on the Financing Commitments, or (C) reasonably be expected to prevent, impede or delay the consummation of the Financing or the transactions terms contemplated by this Agreement or make the funding of the Financing less likely to occur or adversely impact the ability of the Buyer (or with respect Agreement. Notwithstanding anything to the Equity Financingcontrary contained herein, the Companies) to enforce its rights against the other parties to the Financing Commitments or the definitive documents with respect thereto, without the prior consent of the Companies; provided, further, each party hereto agrees that notwithstanding the foregoing, Buyer may amend the Debt Financing Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Letter as of the date a breach of this Agreement if the addition of such parties individually or representation and warranty shall not result in the aggregate, would not reasonably be expected failure of a condition precedent to delay or prevent the consummation of the Debt Financing or the Closing. Buyer will deliver to the Companies Company’s and the Representatives copies of any such amendment, modification, replacement or waiver promptly upon its execution thereof. If, notwithstanding the use of reasonable best efforts by Buyer to satisfy its Shareholder Representative’s obligations under this Section 5.15(a)Agreement, any portion of if (notwithstanding such breach) Parent and Merger Sub are willing and able to consummate the Debt Financing or Definitive Debt Documents is terminated or expires or otherwise becomes unavailable Merger on the terms and conditions (including the “flex” provisions contained in the Redacted Fee Letter) specified in the Debt Financing Letter or the Definitive Debt Agreements, Buyer will promptly notify the Companies and the Representatives and will use its reasonable best efforts to arrange and obtain alternative financing from the same and/or alternative sources on terms and conditions not less favorable, taken as a whole, to Buyer (as determined in the reasonable judgment of Buyer), than those contained in the Debt Financing Letter (“Alternative Financing”), upon terms and conditions which would not have any of the effects specified in clauses (A), (B), and (C) of this Section 5.15(a) as promptly as reasonably practicable following the occurrence of such event. Buyer will keep Companies informed on a reasonably current basis of the status of its efforts to arrange the Financing and to satisfy the conditions thereof, including (1) giving Companies and the Representatives prompt written notice of any material adverse change with respect to the Debt Financing, including if at any time the Debt Financing Letter expires or is terminated for any reason or if any financing source party to the Debt Financing Letter notifies Buyer that such source no longer intends to provide financing to Buyer on the terms set forth therein, and (2) upon Companies reasonable request, advising and updating the Companies, in a reasonable level of detail, with respect to status and proposed funding date. For purposes of this Agreement, references to “Financing” and “Debt Financing” and “Definitive Debt Documents” will include the financing contemplated by the Debt Financing Commitment as permitted by this Section 5.15(a) to be amended, modified or replaced and references to “Debt Financing Letter” will include such documents as permitted by this Section 5.15(a) to be amended, modified or replaced, in each case from and after such amendment, modification, or replacementClosing Date.

Financing Activities. (a) Buyer will use its reasonable best efforts to shall take, or use its commercially reasonable efforts to cause to be taken, all actions and to do, or use its commercially reasonable efforts to cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and conditions described in the Financing Commitments, including using reasonable best efforts to (i) maintain in effect the Debt Financing Commitmentsand the Debt Commitment Letter, (ii) negotiate enter into definitive financing agreements with respect to the Debt Financing on Financing, in accordance with the terms and conditions (including, as necessary, the “flex” provisions contained in the Redacted Fee Letter) as specified set forth in the Debt Financing Commitment Letter (taking into account any such agreements, the “Definitive Debt Agreements”market flex” provisions), so that such agreements are in effect as promptly as practicable but in any event no later than the Closing Date, and (iii) satisfy on a timely basis (or obtain the waiver of) all conditions that are applicable to Buyer or Merger Sub and under the control of Buyer in the Debt Financing Letter or the Definitive Debt Agreements, as applicable, such definitive financing agreements and comply with its obligations thereunder, and (iv) upon the satisfaction or waiver of such conditions, consummate the Debt Financing at or prior to the Closing as set forth in Section 1.2. In furtherance and not in limitation accordance with the terms of the foregoingDebt Commitment Letter; provided, that nothing herein shall require the Buyer, Parent or any of their respective Affiliates to commence, join, maintain or support any Proceeding against the Debt Financing Sources. Following the reasonable request therefor, Buyer shall promptly provide to Seller copies of material definitive documentation in respect of the event Debt Financing and shall keep Seller informed on a reasonably current basis of its efforts to arrange and consummate the Debt Financing; provided, that the Buyer shall promptly notify Seller if (a) the Debt Commitment Letter or any definitive financing agreement entered into in replacement of all conditions or a portion of the Debt Financing contemplated by the Debt Commitment Letter, as applicable, shall expire or be terminated, (b) for any reason, all or a portion of the Debt Financing under the Debt Commitment Letter becomes unavailable, (c) the Buyer receives notice or have Knowledge that any lender, financial institution, agent, arranger or institutional investor under the Debt Commitment Letter breaches, defaults or repudiates the Debt Commitment Letter, (d) Buyer receives of any written notice or other written communication from any of the Debt Financing Sources with respect to any termination or repudiation by any party to the Debt Commitment Letter and (e) any material dispute or disagreement between or among any parties to the Debt Commitment Letter or any definitive documents related to the Debt Financing Letter (and if Definitive Debt Agreements have been entered intobut excluding, for the avoidance of doubt, any ordinary course negotiations with respect to such respective Definitive Debt Agreements) have been satisfied, and all the terms of the conditions set forth Debt Financing or any definitive agreement with respect thereto that could not reasonably be expected to result in Sections 6.1 and 6.2 have been satisfied a failure to obtain the Debt Financing or waived (other than those conditions that by their terms are to be satisfied at a delay in the Closing), Buyer will use its reasonable best efforts to enforce its rights under the applicable Debt Financing Letter and Definitive Debt Agreements, as the case may be, including by suit or other appropriate proceeding. Buyer will have the right from time to time to amend, modify or replace the Financing Commitments; provided, that in no event will Buyer will notbe under any obligation to disclose any information that is subject to attorney-client or similar privilege if Buyer shall have used its commercially reasonable efforts to disclose such information in a way that would not waive such privilege. Prior to the Closing, without the prior written consent of the Companies, Buyer shall not agree to, or permit, any amendment, amendment or modification or replacement of, or waiver under, either of the Financing Commitments Debt Commitment Letter or the definitive agreements other documentation relating to the Debt Financing Commitments if such amendment, modification, replacement or waiver that (1) would (A) reduce the aggregate amount of the Debt Financing, including by changing the amount of fees to be paid or original issue discount (Bother than any “market flex” provisions) from that contemplated in the Debt Commitment Letter, (2) would impose new or additional conditions conditions, or otherwise expand expand, amend or amend modify any of the conditions precedent or contingencies to the funding on the Closing Date receipt of the Debt Financing as set forth in the Financing Commitments, Debt Commitment Letter in a manner adverse to the interests of Seller or (C) the Company hereunder or in a manner that would reasonably be expected to prevent, impede impair or delay the consummation availability of the Debt Financing at Closing or (3) could reasonably be expected to prevent, impair or delay the availability of the Debt Financing at Closing or adversely affect Buyer’s ability to consummate the transactions contemplated in this Agreement. Further, for the avoidance of doubt, if the Debt Financing (or any Alternative Financing) has not been obtained, Buyer shall continue to be obligated to consummate the transactions contemplated by this Agreement subject only to the satisfaction or make the funding waiver of the Financing less likely to occur or adversely impact the ability of the Buyer (or with respect to the Equity Financing, the Companies) to enforce its rights against the other parties to the Financing Commitments or the definitive documents with respect thereto, without the prior consent of the Companies; provided, further, that notwithstanding the foregoing, Buyer may amend the Debt Financing Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Letter as of the date of this Agreement if the addition of such parties individually or conditions set forth in the aggregate, would not reasonably be expected to delay or prevent the consummation of the Debt Financing or the Closing. Buyer will deliver to the Companies Section 9.1 and the Representatives copies of any such amendment, modification, replacement or waiver promptly upon its execution thereof. If, notwithstanding the use of reasonable best efforts by Buyer to satisfy its obligations under this Section 5.15(a), any portion of the Debt Financing or Definitive Debt Documents is terminated or expires or otherwise becomes unavailable on the terms and conditions (including the “flex” provisions contained in the Redacted Fee Letter) specified in the Debt Financing Letter or the Definitive Debt Agreements, Buyer will promptly notify the Companies and the Representatives and will use its reasonable best efforts to arrange and obtain alternative financing from the same and/or alternative sources on terms and conditions not less favorable, taken as a whole, to Buyer (as determined in the reasonable judgment of Buyer), than those contained in the Debt Financing Letter (“Alternative Financing”), upon terms and conditions which would not have any of the effects specified in clauses (A), (B), and (C) of this Section 5.15(a) as promptly as reasonably practicable following the occurrence of such event. Buyer will keep Companies informed on a reasonably current basis of the status of its efforts to arrange the Financing 9.2 and to satisfy the conditions thereofBuyer’s termination rights under Article XI, including (1) giving Companies and the Representatives prompt written notice of any material adverse change with respect to the Debt Financing, including if at any time the Debt Financing Letter expires or is terminated for any reason or if any financing source party to the Debt Financing Letter notifies Buyer that such source no longer intends to provide financing to Buyer on the terms set forth therein, and (2) upon Companies reasonable request, advising and updating the Companies, in a reasonable level of detail, with respect to status and proposed funding date. For purposes of this Agreement, references to “Financing” and “Debt Financing” and “Definitive Debt Documents” will include the financing contemplated by the Debt Financing Commitment as permitted by this Section 5.15(a) to be amended, modified or replaced and references to “Debt Financing Letter” will include such documents as permitted by this Section 5.15(a) to be amended, modified or replaced, in each case from and after such amendment, modification, or replacementapplicable.

Financing Activities. (a) Buyer will 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 consummate and obtain the proceeds of the Debt Financing on the terms and conditions described set forth in the Financing CommitmentsDebt Commitment Letter no later than the Closing Date, including using reasonable best efforts to to: (i) maintain in effect the Financing CommitmentsDebt Commitment Letter, (ii) negotiate definitive agreements with respect to the Debt Financing on terms and conditions (including, as necessary, the “flex” provisions contained in the Redacted Fee Letter) as specified in the Debt Financing Letter (any such agreements, the “Definitive Debt Agreements”), (iii) satisfy on a timely basis (or obtain the waiver of) all conditions that are within its control applicable to Buyer or Merger Sub in funding of the Debt Financing Letter or the Definitive Debt AgreementsFinancing, as applicable(iii) promptly enter into definitive agreements with respect thereto and, and comply with its obligations thereunder, and (iv) upon the satisfaction or waiver of such conditions, consummate the Debt Financing at or prior to the Closing as set forth in Section 1.2. In furtherance and not in limitation of the foregoing, in the event that all conditions to the Debt Financing Letter (and if Definitive Debt Agreements have been entered into, to such respective Definitive Debt Agreements) have been satisfied, and all of the conditions set forth in Sections 6.1 and 6.2 have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing)Debt Commitment Letter, Buyer will use its reasonable best efforts to enforce its rights under draw the applicable Debt Financing Letter and Definitive Debt Agreements, as the case may be, including by suit or other appropriate proceeding. Buyer will have the right from time to time to amend, modify or replace the Financing Commitments; provided, that Buyer will not, without the prior written consent of the Companies, agree to, or permit, any amendment, modification or replacement of, or waiver under, the Financing Commitments or the definitive agreements relating to the Financing Commitments if such amendment, modification, replacement or waiver would (A) reduce the aggregate amount of the Debt FinancingFinancing necessary so that Parent and Merger Subsidiary have sufficient funds to satisfy all of Parent’s and Merger Subsidiary’s obligations under this Agreement, (B) impose new or additional conditions or otherwise expand or amend any including the payment of the conditions precedent or contingencies Cash Merger Consideration and the payment of all fees and expenses of Parent and Merger Subsidiary related to the funding on the Closing Date of the Financing as set forth in the Financing Commitments, or (C) reasonably be expected to prevent, impede or delay the consummation of the Financing or the transactions contemplated by this Agreement or make the funding of the Financing less likely to occur or adversely impact the ability of the Buyer (or with respect to the Equity Financing, the Companies) to enforce its rights against the other parties to the Financing Commitments or the definitive documents with respect thereto, without the prior consent of the Companies; provided, further, that notwithstanding the foregoing, Buyer may amend the Debt Financing Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Letter as of the date of this Agreement if the addition of such parties individually or in the aggregate, would not reasonably be expected to delay or prevent the consummation of the Debt Financing or the Closing. Buyer will deliver to the Companies and the Representatives copies of any such amendment, modification, replacement or waiver promptly upon its execution thereof. If, notwithstanding the use of reasonable best efforts by Buyer to satisfy its obligations under this Section 5.15(a), any portion of the Debt Financing or Definitive Debt Documents is terminated or expires or otherwise becomes unavailable on the terms and conditions (including the “flex” provisions contained in the Redacted Fee Letter) specified in the Debt Financing Letter or the Definitive Debt Agreements, Buyer will promptly notify the Companies and the Representatives and will use its reasonable best efforts to arrange and obtain alternative financing from the same and/or alternative sources on terms and conditions not less favorable, taken as a whole, to Buyer (as determined in the reasonable judgment of Buyer), than those contained in the Debt Financing Letter (“Alternative Financing”), upon terms and conditions which would not have any of the effects specified in clauses (A), (B)Agreement, and (Civ) comply with all of this Section 5.15(a) as its obligations and enforce all of its rights under the Debt Commitment Letter. Parent shall, upon request from the Company from time to time, promptly as reasonably practicable following inform the occurrence of such event. Buyer will keep Companies informed on a reasonably current basis Company of the status of its efforts to arrange the Debt Financing and to satisfy or any Alternative Debt Financing. Parent shall give the conditions thereof, including (1) giving Companies and the Representatives Company prompt written notice upon having Knowledge of any material adverse change breach by any party of the Debt Commitment Letter or any termination of the Debt Commitment Letter. In the event Parent becomes aware that any portion of the Debt Financing is unavailable in the manner or from the sources contemplated in the Debt Commitment Letter or it becomes reasonably likely that any portion of the Debt Financing will become so unavailable, Parent shall (x) promptly notify the Company in writing and will use reasonable best efforts to obtain alternative financing for such portion from alternative sources on commercially reasonable terms and on terms (including conditions, structure, covenants and pricing) not materially less beneficial to Parent than those contained in the Debt Commitment Letter (including any related fee letter) on the date hereof (the “Alternative Debt Financing”) and (y) obtain a new financing commitment letter or letters with respect to the such Alternative Debt Financing, including if at . In the event any time the Alternative Debt Financing Letter expires or is terminated for any reason or if any financing source party to the Debt Financing Letter notifies Buyer that such source no longer intends to provide financing to Buyer on the terms set forth thereinobtained, and (2) upon Companies reasonable request, advising and updating the Companies, in a reasonable level of detail, with respect to status and proposed funding date. For purposes of this Agreement, all references to “Financing” and “Debt Financing” and “Definitive in this Agreement shall include such Alternative Debt Documents” will include the financing contemplated by the Debt Financing Commitment as permitted by this Section 5.15(a) to be amendedFinancing, modified or replaced and all references to “Debt Financing Letter” will include such documents as permitted by this Section 5.15(a) to be amended, modified or replaced, in each case from and after such amendment, modification, or replacement.

Financing Activities. (a) Buyer will Purchaser 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 consummate arrange and obtain the Debt Financing as promptly as practicable and to consummate the Debt Financing at the Closing, on the terms and conditions described in the Financing CommitmentsDebt Commitment Documents (including the market flex provisions of the Debt Fee Letters) (subject to Purchaser’s right to amend, modify, supplement, restate or replace the Debt Commitment Documents to the extent not prohibited hereby), including using its reasonable best efforts to (i) maintain in effect the Financing CommitmentsDebt Commitment Letter, (ii) negotiate definitive agreements with respect to the Debt Financing on terms and conditions (including, as necessary, the “flex” provisions contained in the Redacted Fee Letter) as specified in the Debt Financing Letter (any such agreements, the “Definitive Debt Agreements”), (iii) satisfy on a timely basis (or obtain the waiver of) all conditions precedent to the funding of the Debt Financing at Closing that are applicable to Buyer Purchaser and reasonably within Purchaser’s control (other than any conditions waived by the applicable counterparties and other than any condition where the failure to be so satisfied is a result of the Company’s or Merger Sub a Seller’s failure to furnish information or provide the cooperation in breach of its obligations under this Section 6.14) and comply in all material respects with its obligations in the Debt Financing Commitment Letter or the Definitive Debt Agreements, as applicable, and comply (including cooperating with its obligations thereunder, and (iv) upon the satisfaction or waiver of such conditions, consummate any flex provisions requested by the Debt Financing at or prior to Sources), (iii) enter into definitive agreements with respect thereto (the Closing as set forth in Section 1.2. In furtherance and not in limitation of “Definitive Financing Documentation”) that reflect the foregoing, terms contained in the event Debt Commitment Documents (including the market flex provisions) or on such other terms acceptable to Purchaser and its financing sources, provided that all conditions to the Debt Financing Letter (and if Definitive Debt Agreements have been entered into, to such respective Definitive Debt Agreements) have been satisfied, and all of the conditions set forth in Sections 6.1 and 6.2 have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing), Buyer will use its reasonable best efforts to enforce its rights under the applicable Debt Financing Letter and Definitive Debt Agreements, as the case may be, including by suit or other appropriate proceeding. Buyer will have the right from time to time to amend, modify or replace the Financing Commitments; provided, that Buyer will not, without the prior written consent of the Companies, agree to, or permit, any amendment, modification or replacement of, or waiver under, the Financing Commitments or the definitive agreements relating to the Financing Commitments if such amendment, modification, replacement or waiver would not (A) reduce the aggregate amount of the Debt Financing, together with cash otherwise available to Purchaser, to an amount below that necessary to satisfy Purchaser’s obligation to consummate the Transactions (as contemplated by Section 4.05), (B) impose new adversely impact or additional conditions or otherwise expand or amend any substantially delay the ability of Purchaser to timely consummate the conditions precedent or contingencies to Transactions (as contemplated by Section 4.05 and taking into account the funding on the Closing Date of the Financing as set forth in the Financing Commitments, Marketing Period) or (C) reasonably be expected to prevent, impede or delay the consummation of the Financing or the transactions contemplated by this Agreement or make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur occur, including imposing new or additional conditions to the funding at Closing or otherwise expanding or adversely impact the ability amending or modifying any of the Buyer (or with respect conditions to the Equity Financing, the Companies) to enforce its rights against the other parties to the Financing Commitments or the definitive documents with respect thereto, without the prior consent of the Companies; provided, further, that notwithstanding the foregoing, Buyer may amend the Debt Financing Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Letter as of the date of this Agreement if the addition of such parties individually or in the aggregate, would not reasonably be expected to delay or prevent the consummation receipt of the Debt Financing or the Closing. Buyer will deliver to be funded at Closing and (iv) subject to the Companies and the Representatives copies satisfaction of any such amendment, modification, replacement or waiver promptly upon its execution thereof. If, notwithstanding the use of reasonable best efforts by Buyer to satisfy its obligations under this Section 5.15(a), any portion of the Debt Financing or Definitive Debt Documents is terminated or expires or otherwise becomes unavailable on the terms and conditions (including the “flex” provisions contained in the Redacted Fee Letter) specified set forth in the Debt Financing Letter or Commitment Letter, and upon the Definitive Debt Agreements, Buyer will promptly notify the Companies and the Representatives and will use its reasonable best efforts to arrange and obtain alternative financing from the same and/or alternative sources on terms and conditions not less favorable, taken as a whole, to Buyer (as determined in the reasonable judgment of Buyer), than those contained in the Debt Financing Letter (“Alternative Financing”), upon terms and conditions which would not have any satisfaction of the effects specified in clauses (A), (B), and (C) of this Section 5.15(a) as promptly as reasonably practicable following the occurrence of such event. Buyer will keep Companies informed on a reasonably current basis of the status of its efforts to arrange the Financing and to satisfy the conditions thereof, including (1) giving Companies and the Representatives prompt written notice of any material adverse change with respect to the Debt Financing, including if at any time the Debt Financing Letter expires or is terminated for any reason or if any financing source party to the Debt Financing Letter notifies Buyer that such source no longer intends to provide financing to Buyer on the terms set forth therein, and (2) upon Companies reasonable request, advising and updating the Companies, in a reasonable level of detail, with respect to status and proposed funding date. For purposes of this Agreement, references to “Financing” and “Debt Financing” and “Definitive Debt Documents” will include the financing contemplated by the Debt Financing Commitment as permitted by this Section 5.15(a) to be amended, modified or replaced and references to “Debt Financing Letter” will include such documents as permitted by this Section 5.15(a) to be amended, modified or replaced, in each case from and after such amendment, modification, or replacement.in

Financing Activities. (a) Buyer will use Upon request of Parent or Purchaser, the Company shall provide reasonable cooperation and assistance to Parent and Purchaser in connection with the arrangement of the Financing as may be reasonably requested by Parent or Purchaser and that is necessary, customary or advisable in connection with Parent’s and Purchaser’s efforts to obtain the Financing (provided that such requested cooperation and assistance does not unreasonably interfere with the ongoing business of the Company), including the following actions by the Company: (i) participating in a reasonable number (taking into account the nature of the Financing) of meetings with (including using 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 consummate and obtain participate in a reasonable number of one-on-one meetings with) the Financing on the terms Sources and conditions described in any other prospective lenders and purchasers of the Financing Commitments, including using reasonable best efforts to (i) maintain in effect the Financing Commitments, (ii) negotiate definitive agreements with respect to the Debt Financing on terms and conditions (including, as necessary, the “flex” provisions contained in the Redacted Fee Letter) as specified in the Debt Financing Letter (any such agreements, the “Definitive Debt Agreements”), (iii) satisfy on a timely basis (or obtain the waiver of) all conditions that are applicable to Buyer or Merger Sub in the Debt Financing Letter or the Definitive Debt Agreements, as applicable, and comply with its obligations thereunder, and (iv) upon the satisfaction or waiver of such conditions, consummate the Debt Financing at or prior to the Closing as set forth in Section 1.2. In furtherance and not in limitation of the foregoing, in the event that all conditions to the Debt Financing Letter (and if Definitive Debt Agreements have been entered into, to such respective Definitive Debt Agreements) have been satisfied, and all of the conditions set forth in Sections 6.1 and 6.2 have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing), Buyer will use using its reasonable best efforts to enforce cause the members of senior management and Representatives of the Company to participate in such meetings), and due diligence sessions, in each case in connection with all or any portion of the Financing; (ii) assisting Parent and Purchaser and their Financing Sources in the preparation of customary presentations, offering documents, bank information memoranda, financial information as reasonably requested by Parent to prepare business projections of the Surviving Corporation, lender and investor presentations, prospectuses and other similar customary materials to the extent such information is of the type and form customarily included in bank information memoranda; (iii) cooperating reasonably with the Financing Sources’ customary due diligence; (iv) assisting Parent with the preparation of (but not execution of) any guarantee, pledge and security documents reasonably requested by Parent or the Financing Sources and otherwise reasonably facilitating the provisions of guarantees, pledging of collateral and granting of security interests (it being understood that such documents will not take effect until the Closing); (v) requesting its rights independent accountants to provide reasonable assistance to Parent and Purchaser consistent with their customary practice (including to provide consent to Parent and Purchaser to prepare and use their audit reports relating to the Company on customary terms in connection with the Financing); (vi) cooperating reasonably in connection with the pay-off of existing indebtedness and the release of related encumbrances, and Parent’s and Purchaser’s efforts to effect the replacement or backing of any outstanding letter of credit maintained or provided by the Company at and effective as of the Closing; (vii) at least five (5) Business Days prior to the Closing, providing all documentation and other information required by regulatory authorities under the applicable Debt Financing Letter “know your customer” and Definitive Debt Agreements, as the case may beanti-money laundering rules and regulations, including by suit or other appropriate proceeding. Buyer will have the right from time to time to amend, modify or replace the Financing Commitments; providedUSA PATRIOT Act, that Buyer will not, without has been requested in writing at least ten (10) Business Days prior to the prior written consent Closing; and (viii) cooperating reasonably with Parent to cause the Company’s Subsidiary DMIH Limited to transfer up to Fifteen Million Dollars ($15,000,000) to the Company as of the CompaniesClosing Date in a manner that minimizes the incurrence of any applicable Taxes and the utilization of Tax assets or attributes in accordance with applicable Legal Requirements. Notwithstanding the foregoing, nothing in this Agreement will require the Acquired Companies to (A) waive or amend any terms of this Agreement or agree toto pay any fees or reimburse any expenses prior to the Effective Time, (B) enter into any definitive agreement that will be effective prior to the Effective Time, (C) give any indemnities that are effective prior to the Effective Time, or permit(D) provide any information the disclosure of which is prohibited or restricted under Applicable Law, any amendment, modification is legally privileged or replacement would result in a violation or breach of, or waiver default under, the Financing Commitments any agreement to which an Acquired Company is a party. In addition, (1) no action, liability or the definitive agreements obligation of any Acquired Company or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Financing Commitments if such amendmentwill be effective until the Effective Time, modificationand none of the Acquired Companies will be required to take any action pursuant to any certificate, replacement agreement, arrangement, document or waiver would instrument (including being an issuer or other obligor with respect to the Financing) that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time, and (2) any bank information memoranda or offering prospectuses or memoranda required in relation to the Financing will contain disclosure and financial statements reflecting the Surviving Corporation or its Subsidiaries as an obligor. Notwithstanding any other provision of this Agreement, nothing in this Agreement will require (A) reduce the aggregate amount any officer or Representative of the Company to execute or deliver any Definitive Debt Documents or any other related documents, certificates or opinions in connection with the Financing, (B) impose new any officer or additional conditions or otherwise expand or amend Representative of any of the conditions precedent Company’s Subsidiaries to execute or contingencies to deliver any Definitive Debt Documents or any other related documents, certificates or opinions in connection with the funding on the Closing Date of Financing, or take any other action in connection with the Financing as set forth in the Financing Commitments, or (C) that could reasonably be expected to preventresult in personal liability to such officer or Representative, impede or delay (C) the consummation members of the Financing or the transactions contemplated by this Agreement or make the funding of the Financing less likely to occur or adversely impact the ability of the Buyer (or with respect to the Equity Financing, the Companies) to enforce its rights against the other parties to the Financing Commitments or the definitive documents with respect thereto, without the prior consent of the Companies; provided, further, that notwithstanding the foregoing, Buyer may amend the Debt Financing Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Letter Company Board as of the date of this Agreement if hereof to approve the addition of such parties individually or in the aggregate, would not reasonably be expected to delay or prevent the consummation of the Debt Financing or the Closing. Buyer will deliver to the Companies and the Representatives copies of any such amendment, modification, replacement or waiver promptly upon its execution thereof. If, notwithstanding the use of reasonable best efforts by Buyer to satisfy its obligations under this Section 5.15(a), any portion of the Debt Financing alternative financing or Definitive Debt Documents is terminated related thereto, or expires or otherwise becomes unavailable on the terms and conditions (including the “flex” provisions contained in the Redacted Fee LetterD) specified in the Debt Financing Letter or the Definitive Debt Agreements, Buyer will promptly notify the Companies and the Representatives and will use its reasonable best efforts to arrange and obtain alternative financing from the same and/or alternative sources on terms and conditions not less favorable, taken as a whole, to Buyer (as determined in the reasonable judgment of Buyer), than those contained in the Debt Financing Letter (“Alternative Financing”), upon terms and conditions which would not have any of the effects specified in clauses (A), (B), and (C) of this Section 5.15(a) as promptly as reasonably practicable following Acquired Companies to take any actions that become effective prior to the occurrence of such event. Buyer will keep Companies informed on a reasonably current basis of the status of its efforts to arrange the Financing and to satisfy the conditions thereof, including (1) giving Companies and the Representatives prompt written notice of any material adverse change Effective Time with respect to the Debt Financingtheir respective cash or other investment assets, including the deposit of cash with the Paying Agent (or any actions necessary to fund such deposit), if at such actions would result in any time the Debt Financing Letter expires material Taxes or is terminated for any reason or if any financing source party losses attributable to the Debt Financing Letter notifies Buyer utilization by any of the Acquired Companies of any Tax assets or attributes (provided that such source no longer intends to provide financing to Buyer on the terms restriction set forth therein, in this clause (D) shall not apply to the extent Parent agrees to indemnify the Acquired Companies in full for such Taxes and (2) upon Companies reasonable request, advising and updating losses in the Companies, in a reasonable level of detail, with respect to status and proposed funding date. For purposes of this Agreement, references to “Financing” and “Debt Financing” and “Definitive Debt Documents” will include event that the financing contemplated by the Debt Financing Commitment as permitted by this Section 5.15(a) to be amended, modified or replaced and references to “Debt Financing Letter” will include such documents as permitted by this Section 5.15(a) to be amended, modified or replaced, in each case from and after such amendment, modification, or replacementClosing Date does not occur).