Common use of The Financing Clause in Contracts

The Financing. (a) Buyer shall use its reasonable best efforts (including preparing the necessary offering and other marketing materials, participating in due diligence and marketing efforts and negotiating definitive loan documentation therefor providing for terms no more onerous than those set forth in the Bank Commitment or the Bridge Commitment, as the case may be) to obtain the Financing by Closing; provided, however, that Buyer shall not be required to enter into or effect any Financing on terms materially less favorable to Buyer than those set forth in the Bank Commitment or the Bridge Commitment, as the case may be, or otherwise on any other terms that are not reasonably acceptable to Buyer. Subject to the provisions of this Section 6.17(a), Buyer acknowledges that it will exercise its reasonable best efforts pursuant to this Section 6.17(a) by supporting the calculation of the “consolidated adjusted EBITDA” as used in the Commitments using the adjustments set forth on Attachment 2 attached to the Bridge Commitment (including for the sales agency arrangements); provided that (1) written explanations and other detailed support (the “Supporting Information”) for the EBITDA adjustments of the DiverseyLever Business shall have been provided to the Buyer and such Supporting Information is reasonably satisfactory to the Buyer; (2) the appropriate modifications due to passage of time for each subsequent LTM Period shall have been made and agreed to by the Buyer; (3) any other changes to such EBITDA adjustments shall be subject to the approval of the Buyer; and (4) the accountants of the Company and the DiverseyLever Business shall have agreed to provide acceptable levels of comfort for each adjustment, to be determined in the reasonable discretion of the lenders, and the lenders shall have received written evidence thereof; provided that no such comfort shall be provided on the “net corporate cost adjustment” or the estimated ongoing costs included therein (other than on the “gross” corporate cost amount from which such net adjustment is derived). This Section shall have no effect on any other provisions of this Agreement or have any collateral impact, including under Section 4.4 and Schedule 3.8. Buyer’s obligations pursuant to this Section shall be subject to the exercise of due diligence by Buyer and compliance by Buyer with requirements of Applicable Law, including the U.S. securities laws.

The Financing. (a) Buyer IM shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts (including preparing to take, or cause to be taken, and OUTD shall provide cooperation on a reasonable best efforts basis to the necessary offering Borrower in connection with, all actions and other marketing materialsto do, participating in due diligence or cause to be done, all things necessary, proper or advisable to arrange and marketing efforts obtain the Debt Financing on the terms and negotiating definitive loan documentation therefor providing for terms no more onerous than those set forth conditions described in the Bank Debt Commitment or Letters. Without limiting the Bridge Commitmentforegoing, as IM shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to (i) comply with its applicable obligations under the case may beDebt Commitment Letters, (ii) to obtain maintain the Financing by Closing; providedDebt Commitment Letters in effect, however, that Buyer shall not be required to (iii) enter into and to cause Parent and each of the Subsidiaries of IM or effect any Financing on terms materially less favorable to Buyer than those set forth in the Bank Commitment or the Bridge CommitmentOUTD, as the case may be, or otherwise on any other terms that are not reasonably acceptable to Buyer. Subject enter into definitive agreements with respect to the provisions of this Section 6.17(a)Debt Financing on the terms and conditions reflected in the Debt Commitment Letters, Buyer acknowledges that (iv) satisfy on a timely basis all conditions applicable to it will exercise and to Parent in such definitive agreements and to comply with its obligations thereunder, (v) satisfy on a timely basis all conditions applicable to it contained in the Debt Commitment Letters, (vi) consummate the Debt Financing no later than the Closing and (vii) to take, and shall use its reasonable best efforts pursuant to this Section 6.17(a) by supporting cause each of its Affiliates to take, all actions necessary to maintain in effect, and enforce its rights under, the calculation Debt Commitment Letters (including any definitive agreements relating thereto). OUTD will use its reasonable best efforts to enter into and to cause each of its Subsidiaries, as the case may be, to enter into definitive agreements with respect to the Debt Financing on the terms and conditions reflected in the Debt Commitment Letters. If any party becomes aware that all or any portion of the Debt Financing is not available to consummate the transactions contemplated by this Agreement, then that party shall promptly notify each of the other parties, and IM shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to obtain, and OUTD shall use reasonable best efforts to assist the Borrower in obtaining, as promptly as practicable, alternative financing from alternative financing sources on terms that are no less favorable in the aggregate, to IM, OUTD and their respective Subsidiaries than those set forth in the Debt Commitment Letters and in an amount that is adequate (taking into account all other financial resources of IM, including cash on hand and marketable securities of Parent, the Merger Subsidiaries, IM, OUTD and their respective Subsidiaries on the Closing Date) to pay all fees and expenses and required debt repayments associated with the transactions contemplated by this Agreement and to make any other payments necessary to consummate the transactions contemplated by this Agreement (the “consolidated adjusted EBITDAAlternative Financing”). In such event, the term “Debt Financing” as used in the Commitments using the adjustments set forth on Attachment 2 attached to the Bridge Commitment (including for the sales agency arrangements); provided that (1) written explanations and other detailed support (the “Supporting Information”) for the EBITDA adjustments of the DiverseyLever Business shall have been provided to the Buyer and such Supporting Information is reasonably satisfactory to the Buyer; (2) the appropriate modifications due to passage of time for each subsequent LTM Period shall have been made and agreed to by the Buyer; (3) any other changes to such EBITDA adjustments this Agreement shall be subject deemed to include any Alternative Financing, the approval of the Buyer; term “Debt Commitment Letter” as used in this Agreement shall be deemed to include any commitment letter issued in connection with any Alternative Financing and (4) the accountants of the Company and the DiverseyLever Business shall have agreed to provide acceptable levels of comfort for each adjustment, to be determined in the reasonable discretion of the lendersany related fee letters, and the lenders shall have received written evidence thereof; provided that no such comfort term “Financing Documents” as used in this Agreement shall be deemed to include any credit agreements and other loan documents, underwriting or note purchase agreements, indentures, currency or interest hedging agreements and other contracts in connection with any Alternative Financing, in each case, copies of which (with, in the case of any fee letter, only the fee amounts and certain other terms (none of which would adversely affect the amount or availability of the Debt Financing) redacted) shall be promptly provided to OUTD. Notwithstanding the foregoing, no Debt Commitment Letter or Financing Documents relating to any such Alternative Financing may expand upon the conditions precedent or contingencies to the funding on the “net corporate cost adjustment” closing date of the Debt Financing as set forth in the Debt Commitment Letters in effect on the date hereof or which would reasonably be expected to adversely affect the ability or the estimated ongoing costs included likelihood of the IM Parties to timely consummate the Transaction or the Mergers. IM shall give OUTD prompt oral and written notice (but in any event not later than 48 hours after the occurrence) of any material breach by any party to the Debt Commitment Letters or of any condition therein not likely to be satisfied, in each case, of which IM has knowledge or any termination of any Debt Commitment Letter. IM shall keep OUTD informed on a reasonably current basis of the status of the Borrower’s efforts to consummate the Debt Financing. IM shall not permit the Borrower, without the prior consent of OUTD, to amend or alter, or agree to amend or alter, any Debt Commitment Letter in any manner that would reasonably be expected to (other than i) reduce the aggregate amount of the Debt Financing, (ii) impose new or additional conditions precedent or contingencies to the funding on the “gross” corporate cost amount from which such net adjustment is derived). This Section shall have no Closing Date of the Debt Financing as set forth in the Debt Commitment Letters in effect on the date hereof or (iii) adversely affect the ability or the likelihood of the IM Parties to timely consummate the Transaction or the Mergers. IM shall promptly provide OUTD with copies of any other provisions of this Agreement such amendment or have any collateral impact, including under Section 4.4 and Schedule 3.8. Buyer’s obligations pursuant to this Section shall be subject to the exercise of due diligence by Buyer and compliance by Buyer with requirements of Applicable Law, including the U.S. securities lawsalteration.

The Financing. (a) Buyer RH will use its reasonable best efforts to take, or cause to be taken, and Battery shall provide cooperation on a reasonable best efforts basis to RH in connection with, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters. RH will use its reasonable best efforts (including preparing the necessary offering and other marketing materials, participating in due diligence and marketing efforts and negotiating definitive loan documentation therefor providing for terms no more onerous than those set forth in the Bank Commitment or the Bridge Commitment, as the case may bei) to obtain maintain the Financing by Closing; providedDebt Commitment Letters in effect, however, that Buyer shall not be required to enter into and to cause Parent and each of the Subsidiaries of RH or effect any Financing on terms materially less favorable to Buyer than those set forth in the Bank Commitment or the Bridge CommitmentBattery, as the case may be, or otherwise on any other terms that are not reasonably acceptable to Buyer. Subject enter into definitive agreements with respect to the provisions of this Section 6.17(a)Debt Financing on the terms and conditions reflected in the Debt Commitment Letters, Buyer acknowledges that (ii) to satisfy on a timely basis all conditions applicable to it and to Parent in such definitive agreements and to comply with its obligations thereunder and (iii) to consummate the Debt Financing no later than the Closing. Battery will exercise use its reasonable best efforts pursuant to this Section 6.17(a) by supporting enter into and to cause each of its Subsidiaries, as the calculation case may be, to enter into definitive agreements with respect to the Debt Financing on the terms and conditions reflected in the Debt Commitment Letters. If any party becomes aware that all or any portion of the Debt Financing is not available to consummate the transactions contemplated by this Agreement, then that party shall promptly notify each of the other parties, and each party shall use its reasonable best efforts to obtain, and each of the other parties shall use reasonable best efforts to assist the other parties in obtaining, alternative financing from alternative financing sources on terms that are no less favorable to RH, Battery and their respective Subsidiaries than those set forth in the Debt Commitment Letters and in an amount that is adequate to pay all fees and expenses and required debt repayments associated with the transactions contemplated by this Agreement and to make any other payments necessary to consummate the transactions contemplated by this Agreement (the “consolidated adjusted EBITDAAlternative Financing”). In such event, the term “Debt Financing” as used in the Commitments using the adjustments set forth on Attachment 2 attached to the Bridge Commitment (including for the sales agency arrangements); provided that (1) written explanations and other detailed support (the “Supporting Information”) for the EBITDA adjustments of the DiverseyLever Business shall have been provided to the Buyer and such Supporting Information is reasonably satisfactory to the Buyer; (2) the appropriate modifications due to passage of time for each subsequent LTM Period shall have been made and agreed to by the Buyer; (3) any other changes to such EBITDA adjustments this Agreement shall be subject deemed to include any Alternative Financing, the approval of the Buyer; and (4) the accountants of the Company and the DiverseyLever Business term “Debt Commitment Letter” as used in this Agreement shall have agreed be deemed to provide acceptable levels of comfort for each adjustment, to be determined include any commitment letter issued in the reasonable discretion of the lendersconnection with any Alternative Financing, and the lenders shall have received written evidence thereof; provided that no such comfort term “Financing Documents” as used in this Agreement shall be provided deemed to include any credit agreements and other loan documents, underwriting or note purchase agreements, indentures, currency or interest hedging agreements and other contracts in connection with any Alternative Financing. RH shall give Battery prompt oral and written notice (but in any event not later than 48 hours after the occurrence) of any material breach by any party to the Debt Commitment Letters or of any condition therein not likely to be satisfied, in each case, of which RH has knowledge or any termination of any Debt Commitment Letter. RH shall keep Battery informed on a reasonably current basis of the “net corporate cost adjustment” status of its efforts to consummate the Debt Financing. RH shall not amend or alter, or agree to amend or alter, any Debt Commitment Letter in any manner that would reasonably be expected to delay the estimated ongoing costs included therein (other than on the “gross” corporate cost amount from which such net adjustment is derived). This Section shall have no effect on any other provisions of transactions contemplated by this Agreement or have any collateral impactbeyond the Outside Date without the prior written consent of Battery. For the avoidance of doubt, including under Section 4.4 and Schedule 3.8. Buyerthe syndication of the Debt Financing (to the extent permitted by the Debt Commitment Letters) shall be deemed not to violate RH’s obligations pursuant to under this Section shall be subject to the exercise of due diligence by Buyer and compliance by Buyer with requirements of Applicable Law, including the U.S. securities laws.Agreement. 70

The Financing. (a) Buyer RH will use its reasonable best efforts to take, or cause to be taken, and Battery shall provide cooperation on a reasonable best efforts basis to RH in connection with, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters. RH will use its reasonable best efforts (including preparing the necessary offering and other marketing materials, participating in due diligence and marketing efforts and negotiating definitive loan documentation therefor providing for terms no more onerous than those set forth in the Bank Commitment or the Bridge Commitment, as the case may bei) to obtain maintain the Financing by Closing; providedDebt Commitment Letters in effect, however, that Buyer shall not be required to enter into and to cause Parent and each of the Subsidiaries of RH or effect any Financing on terms materially less favorable to Buyer than those set forth in the Bank Commitment or the Bridge CommitmentBattery, as the case may be, or otherwise on any other terms that are not reasonably acceptable to Buyer. Subject enter into definitive agreements with respect to the provisions of this Section 6.17(a)Debt Financing on the terms and conditions reflected in the Debt Commitment Letters, Buyer acknowledges that (ii) to satisfy on a timely basis all conditions applicable to it and to Parent in such definitive agreements and to comply with its obligations thereunder and (iii) to consummate the Debt Financing no later than the Closing. Battery will exercise use its reasonable best efforts pursuant to this Section 6.17(a) by supporting enter into and to cause each of its Subsidiaries, as the calculation case may be, to enter into definitive agreements with respect to the Debt Financing on the terms and conditions reflected in the Debt Commitment Letters. If any party becomes aware that all or any portion of the Debt Financing is not available to consummate the transactions contemplated by this Agreement, then that party shall promptly notify each of the other parties, and each party shall use its reasonable best efforts to obtain, and each of the other parties shall use reasonable best efforts to assist the other parties in obtaining, alternative financing from alternative financing sources on terms that are no less favorable to RH, Battery and their respective Subsidiaries than those set forth in the Debt Commitment Letters and in an amount that is adequate to pay all fees and expenses and required debt repayments associated with the transactions contemplated by this Agreement and to make any other payments necessary to consummate the transactions contemplated by this Agreement (the “consolidated adjusted EBITDAAlternative Financing”). In such event, the term “Debt Financing” as used in the Commitments using the adjustments set forth on Attachment 2 attached to the Bridge Commitment (including for the sales agency arrangements); provided that (1) written explanations and other detailed support (the “Supporting Information”) for the EBITDA adjustments of the DiverseyLever Business shall have been provided to the Buyer and such Supporting Information is reasonably satisfactory to the Buyer; (2) the appropriate modifications due to passage of time for each subsequent LTM Period shall have been made and agreed to by the Buyer; (3) any other changes to such EBITDA adjustments this Agreement shall be subject deemed to include any Alternative Financing, the approval of the Buyer; and (4) the accountants of the Company and the DiverseyLever Business term “Debt Commitment Letter” as used in this Agreement shall have agreed be deemed to provide acceptable levels of comfort for each adjustment, to be determined include any commitment letter issued in the reasonable discretion of the lendersconnection with any Alternative Financing, and the lenders shall have received written evidence thereof; provided that no such comfort term “Financing Documents” as used in this Agreement shall be provided deemed to include any credit agreements and other loan documents, underwriting or note purchase agreements, indentures, currency or interest hedging agreements and other contracts in connection with any Alternative Financing. RH shall give Battery prompt oral and written notice (but in any event not later than 48 hours after the occurrence) of any material breach by any party to the Debt Commitment Letters or of any condition therein not likely to be satisfied, in each case, of which RH has knowledge or any termination of any Debt Commitment Letter. RH shall keep Battery informed on a reasonably current basis of the “net corporate cost adjustment” status of its efforts to consummate the Debt Financing. RH shall not amend or alter, or agree to amend or alter, any Debt Commitment Letter in any manner that would reasonably be expected to delay the estimated ongoing costs included therein (other than on the “gross” corporate cost amount from which such net adjustment is derived). This Section shall have no effect on any other provisions of transactions contemplated by this Agreement or have any collateral impactbeyond the Outside Date without the prior written consent of Battery. For the avoidance of doubt, including under Section 4.4 and Schedule 3.8. Buyerthe syndication of the Debt Financing (to the extent permitted by the Debt Commitment Letters) shall be deemed not to violate RH’s obligations pursuant to under this Section shall be subject to the exercise of due diligence by Buyer and compliance by Buyer with requirements of Applicable Law, including the U.S. securities lawsAgreement.