Common use of Financing Activities Clause in Contracts

Financing Activities. (a) Buyer 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 (i) maintain in effect the Debt Financing and the Debt Commitment Letter, (ii) enter into definitive financing agreements with respect to the Debt Financing, in accordance with the terms set forth in the Debt Commitment Letter (taking into account any “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 all conditions applicable to Buyer and under the control of Buyer in such definitive financing agreements and consummate the Debt Financing at or prior to the Closing in accordance with the terms of the Debt 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 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 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 (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing or any definitive agreement with respect thereto that could not reasonably be expected to result in a failure to obtain the Debt Financing or a delay in the Closing); provided, that in no event will Buyer be 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, Buyer shall not agree to, or permit, any amendment or modification of, or waiver under, either of the Debt Commitment Letter or other documentation relating to the Debt Financing that (1) would reduce the aggregate amount of the Debt Financing, including by changing the amount of fees to be paid or original issue discount (other than any “market flex” provisions) from that contemplated in the Debt Commitment Letter, (2) would impose new or additional conditions, or otherwise expand, amend or modify any of the conditions to the receipt of the Debt Financing as set forth in the Debt Commitment Letter in a manner adverse to the interests of Seller or the Company hereunder or in a manner that would reasonably be expected to prevent, impair or delay the 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 waiver of the conditions set forth in Section 9.1 and Section 9.2 and to Buyer’s termination rights under Article XI, if applicable.

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 shall takefrom the Financing Sources; provided, however, that solely in the case of the Fee Letter, a true and complete copy has been delivered to the 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 use its commercially reasonable efforts conditionality applicable to cause to be takenthe funding of, all actions and to do, or use its commercially reasonable efforts to cause to be done, all things necessary, proper or advisable to (i) maintain in effect 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 Debt Commitment Letteramount necessary to pay the Required Payment Amount. As of the date hereof, (ii) enter into definitive financing agreements with respect to the Debt Financing, in accordance with the terms set forth in the Debt Commitment Letter (taking into account any “market flex” provisions), so that such agreements are in effect as promptly as practicable but has not been amended or modified in any event no later than the Closing Date, and (iii) satisfy on a timely basis all conditions applicable to Buyer and under the control manner. None of Buyer in such definitive financing agreements and consummate the Debt Financing at Parent or prior to the Closing in accordance with the terms of the Debt Commitment Letter; provided, that nothing herein shall require the Buyer, Parent Merger Sub or any of their respective Affiliates has entered into any Contract, side letter or other arrangement or understanding relating to commencethe financing of the Required Payment Amount or transactions contemplated by this Agreement that could affect the amount of, joinavailability of, maintain or support any Proceeding against conditions precedent to, the Debt Financing Sources. Following the reasonable request therefor, Buyer shall promptly provide to Seller copies of material definitive documentation in respect funding of the Debt Financing and shall keep Seller informed on a reasonably current basis of its efforts to arrange and consummate the Debt Financing; providedClosing Date, that the Buyer shall promptly notify Seller if (a) the Debt Commitment Letter or any definitive financing agreement entered into in replacement of all 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 (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing or any definitive agreement with respect thereto that could not reasonably be expected to result in a failure to obtain the Debt Financing or a delay in the Closing); provided, that in no event will Buyer be 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, Buyer shall not agree to, or permit, any amendment or modification of, or waiver under, either of the Debt Commitment Letter or other documentation relating to the Debt Financing that (1) would reduce the aggregate amount of the Debt Financing, including by changing the amount of fees to be paid or original issue discount (other than any “market flex” provisions) from that contemplated in the Debt Commitment Letter, (2) would impose new or additional conditions, or otherwise expand, amend or modify any of the conditions to the receipt of the Debt Financing as set forth in the Debt 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 manner adverse valid, binding and enforceable obligation of Parent, Merger Sub and (to the interests Knowledge of Seller Parent and Merger Sub) each other party thereto, including to negotiate the Debt Financing Documents in good faith with respect to the 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 or prior to the Company hereunder date of this Agreement in connection with the Debt Financing. No event has occurred which, with or in without notice, lapse of time or both, would constitute a manner 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 would reasonably it or (to the Knowledge of Parent and Merger Sub) any other party thereto will be expected unable to preventsatisfy on a timely basis any term of the Debt Commitment Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, impair other than the Financing Conditions. The only conditions precedent or delay other contingencies related to the availability funding of the Debt Financing at on the Closing or (3) could reasonably Date shall be expected to prevent, impair or delay the availability of Financing Conditions contained in the Debt Financing at Closing or adversely affect Buyer’s ability Commitment Letter. Parent and Merger Sub have no reason to consummate the transactions contemplated in this Agreement. Furtherbelieve, for the avoidance of doubt, if the Debt Financing (or any Alternative Financing) has not been obtained, Buyer shall continue subject to be obligated to consummate the transactions contemplated by this Agreement subject only to the satisfaction or waiver of the conditions precedent that set forth obligations of the Company, as set forth in Section 9.1 7.1 and Section 9.2 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 (ii) the Debt Financing will not be made available to BuyerParent and Merger Sub on the 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 sufficient to pay the Required Payment Amount on the terms contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, each party hereto agrees that a breach of this representation and warranty shall not result in the failure of a condition precedent to Company’s termination rights and Shareholder Representative’s obligations under Article XIthis Agreement, if applicable(notwithstanding such breach) Parent and Merger Sub are willing and able to consummate the Merger on the Closing Date.

Financing Activities. (a) Buyer shall will use its reasonable best efforts to 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 and the Debt Commitment LetterCommitments, (ii) enter into negotiate definitive financing agreements with respect to the Debt FinancingFinancing on terms and conditions (including, as necessary, the “flex” provisions contained in accordance with the terms set forth Redacted Fee Letter) as specified in the Debt Commitment Financing Letter (taking into account any such agreements, the “market flex” provisionsDefinitive Debt Agreements”), 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 in the Debt Financing Letter or the Definitive Debt Agreements, as applicable, and under comply with its obligations thereunder, and (iv) upon the control satisfaction or waiver of Buyer in such definitive financing agreements and conditions, consummate the Debt Financing at or prior to the Closing as set forth in accordance with the terms Section 1.2. In furtherance and not in limitation of the foregoing, in the event that all conditions to the Debt Commitment LetterFinancing 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 nothing herein shall require Buyer will not, without 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 prior written consent of the Debt Financing and shall keep Seller informed on a reasonably current basis of its efforts to arrange and consummate the Debt Financing; providedCompanies, that the Buyer shall promptly notify Seller if (a) the Debt Commitment Letter or any definitive financing agreement entered into in replacement of all 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 (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing or any definitive agreement with respect thereto that could not reasonably be expected to result in a failure to obtain the Debt Financing or a delay in the Closing); provided, that in no event will Buyer be 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, Buyer shall not agree to, or permit, any amendment amendment, modification or modification replacement of, or waiver under, either of the Debt Commitment Letter Financing Commitments or other documentation the definitive agreements relating to the Debt Financing that Commitments if such amendment, modification, replacement or waiver would (1A) would reduce the aggregate amount of the Debt Financing, including by changing the amount of fees to be paid or original issue discount (other than any “market flex” provisionsB) from that contemplated in the Debt Commitment Letter, (2) would impose new or additional conditions, conditions or otherwise expand, expand or amend or modify any of the conditions precedent or contingencies to the receipt funding on the Closing Date of the Debt Financing as set forth in the Debt Commitment Letter in a manner adverse to the interests of Seller Financing Commitments, or the Company hereunder or in a manner that would (C) reasonably be expected to prevent, impair impede or delay the availability consummation 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 or make the funding of the Financing less likely to occur or adversely impact the ability of the Buyer (or with respect to the satisfaction 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 9.1 5.15(a) to be amended, modified or replaced and references to “Debt Financing Letter” will include such documents as permitted by this Section 9.2 5.15(a) to be amended, modified or replaced, in each case from and to Buyer’s termination rights under Article XIafter such amendment, if applicablemodification, or replacement.

Financing Activities. (a) Buyer Upon request of Parent or Purchaser, the Company shall takeprovide 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 use its commercially reasonable advisable in connection with Parent’s and Purchaser’s efforts to cause to be takenobtain the Financing (provided that such requested cooperation and assistance does not unreasonably interfere with the ongoing business of the Company), all including the following actions and to do, or use its commercially reasonable efforts to cause to be done, all things necessary, proper or advisable to by the Company: (i) maintain participating in effect the Debt Financing and the Debt Commitment Letter, (ii) enter into definitive financing agreements with respect to the Debt Financing, in accordance with the terms set forth in the Debt Commitment Letter a reasonable number (taking into account the nature of the Financing) of meetings with (including using its reasonable best efforts to participate in a reasonable number of one-on-one meetings with) the Financing Sources and any “market flex” provisionsother prospective lenders and purchasers of the Financing (and using its reasonable best efforts to cause the members of senior management and Representatives of the Company to participate in such meetings), so that 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 agreements are information is of the type and form customarily included in effect as promptly as practicable but in any event no later than the Closing Date, and bank information memoranda; (iii) satisfy 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 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 a timely basis all conditions applicable 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 Buyer effect the replacement or backing of any outstanding letter of credit maintained or provided by the Company at and under effective as of the control of Buyer in such definitive financing agreements and consummate the Debt Financing Closing; (vii) at or least five (5) Business Days prior to the Closing, providing all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been requested in writing at least ten (10) Business Days prior to the 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 Closing 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 to pay any fees or reimburse any expenses prior to the Debt Commitment Letter; providedEffective Time, (B) enter into any definitive agreement that nothing herein shall require will be effective prior to the BuyerEffective Time, Parent (C) give any indemnities that are effective prior to the Effective Time, or (D) provide any information the disclosure of which is prohibited or restricted under Applicable Law, is legally privileged or would result in a violation or breach of, or default under, any agreement to which an Acquired Company is a party. In addition, (1) no action, liability or obligation of any Acquired Company or any of their respective Affiliates Representatives pursuant to commenceany certificate, joinagreement, maintain arrangement, document or support any Proceeding against instrument relating to the Debt Financing Sources. Following will be effective until the reasonable request thereforEffective Time, Buyer shall promptly provide to Seller copies of material definitive documentation in respect and none of the Debt Financing and shall keep Seller informed on a reasonably current basis of its efforts Acquired Companies will be required to arrange and consummate the Debt Financing; providedtake any action pursuant to any certificate, that the Buyer shall promptly notify Seller if agreement, arrangement, document or instrument (a) the Debt Commitment Letter or any definitive financing agreement entered into in replacement of all 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 including being an issuer 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 (but excluding, for the avoidance of doubt, any ordinary course negotiations obligor with respect to the terms 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) any officer or Representative of the Company to execute or deliver any Definitive Debt Financing Documents or any definitive agreement other related documents, certificates or opinions in connection with respect thereto the Financing, (B) any officer or Representative of any of the Company’s Subsidiaries to execute or deliver any Definitive Debt Documents or any other related documents, certificates or opinions in connection with the Financing, or take any other action in connection with the Financing that could not reasonably be expected to result in a failure personal liability to obtain such officer or Representative, (C) the Debt members of the Company Board as of the date hereof to approve the Financing or a delay in the Closing); provided, that in no event will Buyer be under any obligation to disclose any information that is subject to attorney-client alternative financing 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, Buyer shall not agree toDefinitive Debt Documents related thereto, or permit, any amendment or modification of, or waiver under, either of the Debt Commitment Letter or other documentation relating to the Debt Financing that (1D) would reduce the aggregate amount of the Debt Financing, including by changing the amount of fees to be paid or original issue discount (other than any “market flex” provisions) from that contemplated in the Debt Commitment Letter, (2) would impose new or additional conditions, or otherwise expand, amend or modify any of the conditions Acquired Companies to take any actions that become effective prior to the receipt Effective Time with respect to their respective cash or other investment assets, including the deposit of cash with the Paying Agent (or any actions necessary to fund such deposit), if such actions would result in any material Taxes or losses attributable to the utilization by any of the Debt Financing as Acquired Companies of any Tax assets or attributes (provided that the restriction set forth in the Debt Commitment Letter in a manner adverse this clause (D) shall not apply to the interests of Seller or extent Parent agrees to indemnify the Company hereunder or Acquired Companies in a manner full for such Taxes and losses in the event that would reasonably be expected to prevent, impair or delay the 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 Date does not been obtained, Buyer shall continue to be obligated to consummate the transactions contemplated by this Agreement subject only to the satisfaction or waiver of the conditions set forth in Section 9.1 and Section 9.2 and to Buyer’s termination rights under Article XI, if applicableoccur).

Financing Activities. (a) Buyer Purchaser shall use its reasonable best efforts to 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 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 Debt 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 Debt Financing and the Debt Commitment Letter, (ii) enter into definitive financing agreements with respect to the Debt Financing, in accordance with the terms set forth in the Debt Commitment Letter (taking into account any “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 all conditions applicable precedent to Buyer and under the control funding of Buyer in such definitive financing agreements and consummate the Debt Financing at Closing that are applicable to 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 prior a Seller’s failure to furnish information or provide the Closing cooperation in accordance breach of its obligations under this Section 6.14) and comply in all material respects with the terms of its obligations in the Debt Commitment Letter; provided, that nothing herein shall require the Buyer, Parent or Letter (including cooperating with any of their respective Affiliates to commence, join, maintain or support any Proceeding against flex provisions requested by the Debt Financing Sources. Following ), (iii) enter into definitive agreements with respect thereto (the reasonable request therefor, Buyer shall promptly provide to Seller copies of material definitive documentation “Definitive Financing Documentation”) that reflect the terms contained in respect of the 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 Documents (including the market flex provisions) or any definitive on such other terms acceptable to Purchaser and its financing agreement entered into in replacement of all or a portion of the Debt Financing contemplated by the Debt Commitment Lettersources, 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 provided 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 such 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 (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing or any definitive agreement with respect thereto that could not reasonably be expected to result in a failure to obtain the Debt Financing or a delay in the Closing); provided, that in no event will Buyer be 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, Buyer shall not agree to, or permit, any amendment or modification of, or waiver under, either of the Debt Commitment Letter or other documentation relating to the Debt Financing that (1A) would reduce the aggregate amount of the Debt Financing, including 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 changing Section 4.05), (B) adversely impact or substantially delay the amount ability of fees Purchaser to be paid timely consummate the Transactions (as contemplated by Section 4.05 and taking into account the Marketing Period) or original issue discount (other than any “market flex” provisionsC) from that contemplated in make the funding of the Debt Commitment LetterFinancing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur, (2) would impose including imposing new or additional conditions, conditions to the funding at Closing or otherwise expand, amend expanding or modify adversely amending or modifying any of the conditions to the receipt of the Debt Financing as to be funded at Closing and (iv) subject to the satisfaction of any conditions set forth in the Debt Commitment Letter in a manner adverse to the interests of Seller or the Company hereunder or in a manner that would reasonably be expected to preventLetter, impair or delay the 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 and upon the satisfaction or waiver of the conditions set forth in Section 9.1 and Section 9.2 and to Buyer’s termination rights under Article XI, if applicable.in

Financing Activities. (a) Buyer Parent shall take, or use its commercially reasonable best efforts to cause to be takenobtain the proceeds of the Debt Financing on the terms and conditions set forth in the Debt Commitment Letter no later than the Closing Date, all actions and to do, or use its commercially including using reasonable best efforts to cause to be done, all things necessary, proper or advisable to to: (i) maintain in effect the Debt Financing and the Debt Commitment Letter, (ii) enter into definitive financing agreements with respect to the Debt Financing, in accordance with the terms set forth in the Debt Commitment Letter (taking into account any “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 all conditions within its control applicable to Buyer and under the control funding of Buyer in such definitive financing agreements and consummate the Debt Financing at or prior to Financing, (iii) promptly enter into definitive agreements with respect thereto and, upon satisfaction of the Closing conditions set forth in accordance with the terms of the Debt Commitment Letter; provided, that nothing herein shall require draw 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 amount of the Debt Financing necessary so that Parent and shall keep Seller informed on a reasonably current basis Merger Subsidiary have sufficient funds to satisfy all of Parent’s and Merger Subsidiary’s obligations under this Agreement, including the payment of the Cash Merger Consideration and the payment of all fees and expenses of Parent and Merger Subsidiary related to the transactions contemplated by this Agreement, and (iv) comply with all of 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 inform the Company of the status of its efforts to arrange and consummate the Debt Financing or any Alternative Debt Financing; provided, that . Parent shall give the Buyer shall promptly notify Seller if (a) Company prompt notice upon having Knowledge of any breach by any party of the Debt Commitment Letter or any definitive financing agreement entered into in replacement termination of all or a 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 by in the Debt Commitment Letter, as applicable, shall expire Letter or be terminated, (b) for it becomes reasonably likely that any reason, all or a portion of the Debt Financing under the Debt Commitment Letter becomes will become so unavailable, Parent shall (cx) promptly notify 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 Company in writing 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 (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing or any definitive agreement with respect thereto that could not reasonably be expected to result in a failure will use reasonable best efforts to obtain the Debt Financing or a delay in the Closing); provided, that in no event will Buyer be under any obligation to disclose any information that is subject to attorney-client or similar privilege if Buyer shall have used its alternative financing for such portion from alternative sources on commercially reasonable efforts to disclose such information in a way that would not waive such privilege. Prior to the Closing, Buyer shall not agree to, or permit, any amendment or modification of, or waiver under, either of the Debt Commitment Letter or other documentation relating to the Debt Financing that terms and on terms (1) would reduce the aggregate amount of the Debt Financing, including by changing the amount of fees to be paid or original issue discount (other than any “market flex” provisions) from that contemplated in the Debt Commitment Letter, (2) would impose new or additional conditions, or otherwise expandstructure, amend or modify any of the conditions covenants and pricing) not materially less beneficial to the receipt of the Debt Financing as set forth Parent than those contained in the Debt Commitment Letter in (including any related fee letter) on the date hereof (the “Alternative Debt Financing”) and (y) obtain a manner adverse new financing commitment letter or letters with respect to such Alternative Debt Financing. In the interests of Seller or the Company hereunder or in a manner that would reasonably be expected to prevent, impair or delay the availability of the event any Alternative Debt Financing at Closing or (3) could reasonably be expected is obtained, all references to prevent, impair or delay the availability of the “Debt Financing at Closing or adversely affect Buyer’s ability to consummate the transactions contemplated Financing” in this Agreement. FurtherAgreement shall include such Alternative Debt Financing, for the avoidance of doubt, if the Debt Financing (or any Alternative Financing) has not been obtained, Buyer shall continue all references to be obligated to consummate the transactions contemplated by this Agreement subject only to the satisfaction or waiver of the conditions set forth in Section 9.1 and Section 9.2 and to Buyer’s termination rights under Article XI, if applicable.“

Financing Activities. (a) Buyer shall 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 reasonable best efforts to 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 to (a) arrange and consummate the Financing as promptly as reasonably practicable on the terms and conditions described in the Commitment Letters (including, as necessary, proper any “flex” terms contained in the Debt Commitment Letter or advisable to any related fee letter), (ib) maintain in effect the Debt commitment for the Financing set forth in the Commitment Letters, subject to amendments, modifications and the Debt Commitment Letterreplacements permitted hereunder, (iic) enter into negotiate, execute and deliver definitive financing agreements with respect to the Debt FinancingFinancing on the terms and conditions contemplated by the Debt Commitment Letter (including, as necessary, any “flex” terms contained in the Commitment Letters or any related fee letter) and on other terms and conditions that are not less favorable to Holdco I (as determined by Holdco I in good faith) than the terms contemplated by the Debt Commitment Letter in effect on the date hereof and that would not (i) reduce the aggregate amount of the Debt Financing to be funded on the Closing Date unless the Equity Financing is increased by a corresponding amount or (ii) impose new or additional conditions precedent, or otherwise amend, modify or expand any conditions precedent, to the receipt of the Debt Financing in a manner that would reasonably be expected to (A) cause all or 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 of the Debt Financing at the Closing or (C) adversely affect the ability of Holdco I to enforce its rights against the other parties to the Debt Commitment Letter or the definitive agreements with respect thereto (the items described in the preceding clauses (i) and (ii), collectively, the “Restricted Financing Commitment Amendments”) (provided that (x) the existence or exercise of 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 Commitment Amendment, it being understood and agreed that any amendment or modification to add lenders, lead arrangers, bookrunners, syndication agents and similar entities will not 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 accordance with the event that the Debt Financing is unavailable, solely at Holdco I’s option, arrange for the Strategic Investor or one of its Affiliates to provide the Debt Financing (provided that such alternative Debt Financing by the Strategic Investor or one of its Affiliates will be completed (i) on the same terms as the terms set forth in the Debt Commitment Letter (taking into account without giving effect to any “market flex” provisions) and (ii) within five (5) Business Days of receipt by the Buyer Parties of the written notice contemplated by Section 8.1.6(c)), so that such agreements are in effect as promptly as practicable but in any event no later than the Closing Date, if and (iii) satisfy on a timely basis all conditions applicable to Buyer and under the control of Buyer in such definitive financing agreements and consummate the Debt Financing at or prior to the Closing in accordance with the terms of the Debt 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 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 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 (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing or any definitive agreement with respect thereto that could not reasonably be expected to result in a failure extent necessary to obtain the Debt Financing or a delay in contemplated thereby. Promptly after receipt thereof, Holdco I will provide the Closing); provided, that in no event will Buyer be 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, Buyer shall not agree to, or permit, Sellers’ Representative with copies of any amendment or modification of, or waiver under, either of the Debt Commitment Letter or other documentation relating to the Debt Financing that (1) would reduce the aggregate amount of the Debt Financing, including by changing the amount of fees to be paid or original issue discount (other than any “market flex” provisions) from that contemplated in the Debt Commitment Letter, (2) would impose new or additional conditions, or otherwise expand, amend or modify any of the conditions to the receipt of the Debt Financing as set forth in the Debt Commitment Letter in a manner adverse to the interests of Seller or the Company hereunder or in a manner that would reasonably be expected to prevent, impair or delay the 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 waiver of the conditions set forth in Section 9.1 and Section 9.2 and to Buyer’s termination rights under Article XI, if applicableLetters.

Financing Activities. (a) Buyer shall Parent will use reasonable best efforts to 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 arrange and obtain the proceeds of the Financing on the terms and conditions described in the Commitment Letters (including the exercise of so-called “market flex” provisions in the related fee letters) as promptly as practicable (taking into account the expected timing of the Closing), including using reasonable best efforts to (i) maintain in effect the Debt Financing and the Debt Commitment LetterLetters, (ii) enter into negotiate definitive financing agreements with respect to the Debt Financing, in accordance with Financing on terms and conditions (including the terms set forth in the Debt Commitment Letter (taking into account any exercise of so-called “market flex” provisions)provisions in the related fee letters) that are not materially less favorable to Parent than the terms and conditions (including the exercise of so-called “market flex” provisions in the related fee letters) contemplated by the Commitment Letters and enter into, so that such agreements are in effect as promptly as practicable but in any event no later than on or prior to the Closing Date, and definitive financing agreements with respect to the Financing, (iii) satisfy on a timely basis (or obtain the waiver of) (taking into account the expected timing of the Closing) all conditions applicable to Buyer and under the control of Buyer in such definitive financing agreements and consummate the Debt Financing Parent at or prior to the Closing that are within its control (excluding any condition where the failure to be so satisfied is the result of the Company’s failure to furnish the information reasonably requested by Parent in accordance with the terms of this Agreement), and otherwise comply with the Debt obligations applicable to Parent in the Commitment Letter; providedLetters and such definitive agreements within its control, (iv) consummate the Financing or any Replacement Financing at or prior to Closing, and (v) enforce its rights under the Commitment Letters. In the event that nothing herein shall require all conditions to funding the BuyerFinancing set forth in the Commitment Letters have been satisfied or, upon funding will be satisfied, Parent will use its reasonable best efforts to cause the Financing Sources and the other Persons providing or any of committing to provide the Financing to comply with their respective Affiliates obligations under the Commitment Letters and the definitive financing agreements entered into in connection with the Financing and to commencefund on or before the Closing Date the Financing required to consummate the Merger and the other transactions contemplated by this Agreement (including taking enforcement action, joinincluding seeking specific performance (including through litigation if appropriate), maintain to cause such Financing Sources and the other Persons providing or support any Proceeding against committing to provide the Debt Financing Sourcesto fund such Financing). Following Parent will keep the reasonable request therefor, Buyer shall promptly provide to Seller copies of material definitive documentation in respect Company informed of the Debt Financing and shall keep Seller informed on a reasonably current basis status of its efforts to arrange the Financing and consummate to satisfy the Debt Financing; providedconditions thereof, that including (A) promptly notifying the Buyer shall promptly notify Seller if Company of (a1) any material breach or material default by any party to the Debt Commitment Letter Letters or any definitive financing agreement entered into in replacement of all connection with the Financing, if such breach or a portion of default would reasonably be expected to affect the Debt timely availability of, or the amount of, the Financing contemplated by the Debt Commitment Letter, as applicable, shall expire or be terminated, and (b) for any reason, all or a portion of the Debt Financing under the Debt Commitment Letter becomes unavailable, (c2) the Buyer receives notice receipt by any of Parent 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 its Representatives of any written notice or other written communication from any of the Debt Financing Sources Source or any other Person 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 any Commitment Letter or any definitive documents related to financing agreement entered into in connection with the Debt Financing (but excludingFinancing, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing if such dispute or any definitive agreement with respect thereto that could not disagreement would reasonably be expected to result affect the timely availability of, or amount of, the Financing and (B) upon the Company’s reasonable request, advising and updating the Company, in a failure reasonable level of detail, with respect to obtain status. Without the Debt Financing prior written consent of the Company, Parent will not agree, permit or a delay in the Closing); providedotherwise consent, that in no event will Buyer be 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, Buyer shall not agree to, or permit, any amendment or of, supplement, modification ofto, or waiver under, either of the Debt Commitment Letter Letters or other documentation the definitive agreements relating to the Debt Financing that if such amendment, supplement, modification or waiver (1x) would reduce the aggregate cash amount of proceeds of the Debt Financing, Financing (including by changing the amount of fees to be paid or original issue discount of the Financing (other than except as set forth in any so-called “market flex” provisions) from that contemplated provisions existing on the date of this Agreement in the Debt related fee letters)) (it being understood that any reduction in the Bridge Facility in an amount corresponding to the proceeds from any Replacement Financing in accordance with terms of the Commitment LetterLetters as in effect on the date hereof does not constitute a modification, amendment, supplement or waiver of the Commitment Letters), (2y) would impose new or additional conditions, conditions or otherwise expand, amend or modify expand any of the conditions to the receipt of the Debt Financing as from those set forth in the Debt Commitment Letter in a manner adverse to Letters on the interests date of Seller this Agreement or the Company hereunder or in a manner that (z) would otherwise reasonably be expected to prevent, impair (1) prevent or materially delay the availability Closing Date or (2) make the funding of the Debt Financing at Closing or (3) could reasonably be expected to prevent, impair or delay the availability satisfaction of the Debt conditions to obtaining the Financing at Closing less likely to occur (collectively, the “Restricted Commitment Letter Changes”), other than a waiver of any closing conditions by lender(s) or adversely affect Buyer’s ability their agents; provided, however, Parent may amend the Commitment Letters to consummate add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the transactions contemplated in Commitment Letters as of the date of this Agreement. Further, for the avoidance of doubt, if the Debt Financing (addition of such additional parties, individually or in the aggregate, would not constitute a Restricted Commitment Letter Change. In addition, Parent will not permit or consent to any Alternative Financing) has not been obtainedwaiver of any remedy under the Commitment Letters or to any early termination of the Commitment Letters. For purposes of this Agreement, Buyer shall continue references to the “Commitment Letters” will include such document as permitted or required by this Section 6.10 to be obligated to consummate amended, modified, supplemented or waived, in each case from and after the transactions contemplated by this Agreement subject only to the satisfaction date of such amendment, supplement, modification or waiver of the conditions set forth in Section 9.1 and Section 9.2 and to Buyer’s termination rights under Article XI, if applicablewaiver.