Common use of Financing; Financing Cooperation Clause in Contracts

Financing; Financing Cooperation. (a) Parent shall, to the extent the proceeds thereof are required to consummate the transactions contemplated hereby, use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange the Debt Financing and to consummate the Debt Financing on the Closing Date. Such actions shall include using reasonable best efforts to: (i) maintain in effect the Debt Commitment Letter (except as otherwise permitted in the definition of Financing Failure Event) until the transactions contemplated by this Agreement are consummated or this Agreement is terminated in accordance with its terms; (ii) cause senior management of Parent to participate in, and assist with, the preparation of rating agency presentations and meetings with rating agencies; (iii) satisfy on a timely basis (or, if deemed advisable by Parent, seek a waiver on a timely basis of) all Financing Conditions within its control; (iv) negotiate, execute and deliver Debt Financing Documents that reflect the terms contained in the Debt Commitment Letter (including any “market flex” provisions related thereto) or on such other terms no less favorable to Parent than those set forth in the Debt Commitment Letter; and (v) in the event that the conditions set forth in Section 6.1 and Section 6.2 and the Financing Conditions have been satisfied or, upon funding would be satisfied, enforce Parent’s rights under the Debt Commitment Letter in the event of a Financing Failure Event that prevents, impedes or delays the Closing. Parent shall use reasonable best efforts to give the Company prompt notice of any material breach or repudiation by any Financing Sources to the Debt Commitment Letter of which Parent obtains knowledge.

Financing; Financing Cooperation. (a) Parent shall, Notwithstanding anything contained in this Agreement to the extent contrary, Purchaser acknowledges and agrees that Closing is not conditioned upon Purchaser obtaining any financing. Notwithstanding anything to the proceeds thereof are required contrary contained in this Agreement, Seller shall not be deemed to consummate be in breach of the transactions contemplated hereby, covenant set forth in this Section 7.22 so long as Seller has acted in good faith to comply with the cooperation and assistance set forth in this Section 7.22. Purchaser shall use its reasonable best efforts to take, or and to cause to be taken, all actions and to do, or and to cause to be done, all things necessary or advisable to arrange the Debt Financing and to consummate the Debt Financing on the Closing Dateterms and subject to the conditions described in the Financing Commitment Letters (including the “flex” provisions therein) and shall not permit any amendment, supplement or modification to be made to, or any waiver by Purchaser of any provision or remedy under the Financing Commitment Letters, if such amendment, supplement, modification or waiver would (i) reduce the aggregate amount of net cash proceeds of the Financing as compared to the amount of such aggregate net cash proceeds contemplated by the Financing Commitment Letters as in effect on the date of this Agreement or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Financing in a manner that would (1) prevent, impede or delay the funding of the Financing or the consummation of the transactions contemplated by this Agreement or (2) adversely impact the ability of the Purchaser to enforce its rights against the other parties to the Financing Commitment Letters. Such actions Purchaser shall include using promptly deliver to Seller copies of any amendment, supplement, modification or waiver to the Financing Commitment Letters. Without limiting the generality of the foregoing and except to the extent that Purchaser has completed an offering of debt or equity securities whose net cash proceeds replace amounts that were to be provided under the Financing Commitment Letters and which will be available to Purchaser for Closing, Purchaser shall use its reasonable best efforts to: to (i) maintain in effect the Debt commitments under the Financing Commitment Letter (except as otherwise permitted in Letters until the definition consummation of Financing Failure Event) until the transactions contemplated by this Agreement are consummated or this Agreement is terminated in accordance with its terms; Agreement, (ii) cause senior management of Parent to participate innegotiate and enter into definitive agreements contemplated by the Financing Commitment Letters on terms and conditions (including, and assist withas applicable, the preparation of rating agency presentations and meetings with rating agencies; “flex” provisions) no less favorable to Purchaser than those contained in the Financing Commitment Letters, (iii) satisfy on a timely basis (or, if deemed advisable by Parent, seek a waiver on a timely basis ofor have waived) all conditions and covenants in the Financing Conditions Commitment Letters that are within its control; control at or prior to Closing, and otherwise comply in all material respects with its obligations under the Financing Commitment Letters and (iv) negotiate, execute except to the extent that Purchaser otherwise has cash resources at Closing to fund its payment obligations hereunder taking into account upfront and deliver Debt similar fees payable under the Financing Documents that reflect the terms contained in the Debt Commitment Letter (including to the extent any “market flex” provisions related thereto) or on such other terms no less favorable to Parent than those set forth in the Debt Commitment Letter; and (v) in the event that are implemented), upon satisfaction of the conditions set forth in Section 6.1 and Section 6.2 and the Financing Conditions have been satisfied or, upon funding would be satisfied, enforce Parent’s rights under Commitment Letters consummate the Debt Commitment Letter in the event of a Financing Failure Event that prevents, impedes at or delays the prior to Closing. Parent Purchaser shall use reasonable best keep Seller reasonably informed of the status of its efforts to arrange the Financing (or replacement thereof) as Seller may reasonably request, and shall provide Seller with copies of all definitive documents related to the Financing and, as Seller may reasonably request from time to time, drafts of such documents posted to a lender syndicate group, provided that the fee letters may be redacted. Without limiting the generality of the foregoing, Purchaser shall give the Company Seller prompt notice (x) of any material breach or default by any party to any of the Financing Commitment Letters or definitive agreements related to the Financing of which Purchaser becomes aware, (y) of the receipt of any notice or other communication, in each case, from any Financing source with respect to any (1) material breach of any of its obligations under the Financing Commitment Letters or default, termination or repudiation by any party to any of the Financing Sources Commitment Letters or definitive agreements related to the Debt Financing of any provisions of thereto or (2) material dispute or disagreements between or among any parties to any of the Financing Commitment Letter Letters or definitive agreements related to the Financing with respect to the obligation to fund the Financing or the amount of which Parent obtains knowledgethe Financing to be funded at Closing and (z) if at any time for any reason Purchaser believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms and conditions and in the manner or from the sources contemplated by any of the Financing Commitment Letters or definitive agreements related to the Financing.

Financing; Financing Cooperation. (a) Parent shall, to the extent the proceeds thereof are required to consummate the transactions contemplated hereby, 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 necessary, proper or advisable to arrange obtain the Debt Financing and to consummate the Debt Financing on the Closing Date. Such actions shall include Financing, including using reasonable best efforts to: to (i) maintain in effect the Debt Commitment Letter (except as otherwise permitted in the definition of Financing Failure Event) until the transactions contemplated by this Agreement are consummated or this Agreement is terminated in accordance with its terms; Letter, (ii) cause senior management of Parent to participate in, and assist with, the preparation of rating agency presentations and meetings with rating agencies; (iii) satisfy on a timely basis (or, if deemed advisable by Parent, seek a waiver on a timely basis of) all Financing Conditions within its control; applicable to Parent in the Commitment Letter, (iviii) negotiate, execute negotiate and deliver Debt enter into definitive agreements with respect to the Financing Documents that reflect on or before the Closing Date on the terms contained in and conditions contemplated by the Debt Commitment Letter (including any “market flex” provisions related thereto) or on such other terms no less as Parent reasonably determines are substantially comparable or more favorable to Parent than those set forth (but only to the extent that any such other terms would not reasonably be expected to adversely impact or delay in any material respect the Debt ability of Parent to consummate the Transactions in accordance with this Agreement or obtain the Financing), (iv) upon satisfaction of all of the conditions in this Agreement to Parent’s and the Company’s obligations to effect the Closing, and satisfaction of all of the Financing Conditions, enforce its rights against the other parties to the Commitment Letter; , if any, including to require such parties to provide the Financing (provided, that Parent shall not be required to bring an Action against such other parties), and (v) in consummate the event that the conditions set forth in Section 6.1 and Section 6.2 and the Financing Conditions have been satisfied or, upon funding would be satisfied, enforce Parent’s rights under the Debt Commitment Letter in the event of a Financing Failure Event that prevents, impedes or delays the ClosingFinancing. Parent shall use reasonable best efforts to give the Company prompt notice of any material breach, repudiation or threatened or anticipated breach or repudiation by any Financing Sources party to the Debt Commitment Letter of which Parent obtains knowledgeor its affiliates becomes aware. Without limiting Parent’s other obligations under this Section 6.16(a), if a Financing Failure Event occurs Parent shall (i) immediately notify the Company of such Financing Failure Event and the reasons therefor, (ii) in consultation with the Company, use reasonable best efforts to obtain alternative financing from alternative financing sources, in an amount sufficient to make the Closing Date Payments and consummate the Transactions, as promptly as practicable following the occurrence of such event, and (iii) use reasonable best efforts to obtain, and when obtained, provide the Company with a copy of, a new financing commitment (subject only to the Financing Conditions) that provides for such alternative financing. Neither Parent nor any of its affiliates shall amend, modify, supplement, restate, assign, substitute or replace the Commitment Letter except for substitutions and replacements pursuant to the immediately preceding sentence. Neither Parent nor any of its affiliates shall take any action that would reasonably be expected to materially delay or prevent the consummation of the Financing.

Financing; Financing Cooperation. (a) Parent shall, to the extent the proceeds thereof are required to consummate the transactions contemplated herebyand shall cause each of its Affiliates (including Spectrum Brands, Inc.) to, use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange obtain the Debt Financing or any other financing that is in an aggregate amount sufficient for purposes of funding in full the Transactions (the “Financing”) on a timely basis, but in no event later than two (2) Business Days prior to the Termination Date, including, if necessary using its reasonable best efforts to (i) comply with its obligations under the applicable Debt Financing Commitment Letter and any definitive agreements related thereto, (ii) negotiate and enter into definitive agreements with respect to consummate the Debt Financing on a timely basis on terms and conditions (including the Closing Date. Such actions shall include using reasonable best efforts to: (i“market flex” provisions) maintain contained therein or otherwise not materially less favorable to Parent in effect the aggregate than those contained in the Debt Financing Commitment Letter (except as otherwise permitted in and the definition of Financing Failure Event) until the transactions contemplated by this Agreement are consummated or this Agreement is terminated in accordance with its terms; (ii) cause senior management of Parent to participate inredacted fee letter), and assist with, the preparation of rating agency presentations and meetings with rating agencies; (iii) satisfy on a timely basis (orall conditions applicable to Parent and Spectrum Brands, if deemed advisable by Parent, seek a waiver on a timely basis of) all Financing Conditions within its control; (iv) negotiate, execute and deliver Debt Financing Documents that reflect the terms Inc. contained in the Debt Financing Commitment Letter (within its control, including the payment of any “market flex” provisions related thereto) commitment, engagement or on such other terms no less favorable placement fees required as a condition to Parent than those set forth in the Debt Financing, (iv) enforce its rights against the financial institutions that are a party to the Debt Financing Commitment Letter; , and (v) consummate the Debt Financing at or prior to the Closing Date (it being understood that it is not a condition to Closing under this Agreement for Parent or Spectrum Brands, Inc. to obtain the Debt Financing, any Alternative Debt Financing or other Financing). For the avoidance of doubt, in the event that all or any portion of the conditions Debt Financing structured as “high-yield” financing has not been consummated on or prior to the Closing, Parent and Merger Sub shall use their reasonable best efforts to cause the proceeds of the bridge facilities contemplated by the Debt Financing Commitment Letter to be available. Parent shall keep the Representative and the Company informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Debt Financing. Parent shall give the Representative and the Company prompt notice upon having knowledge of any breach by any party of the Debt Financing Commitment Letter or any termination of the Debt Financing Commitment Letter. Other than as expressly set forth in Section 6.1 5.8(b), Parent shall not, and Section 6.2 and shall not permit its Affiliates (including Spectrum Brands, Inc.) to, without the Financing Conditions have been satisfied orprior written consent of the Representative, upon amend, modify, supplement or waive any of the conditions or contingencies to funding would be satisfied, enforce Parent’s rights under contained in the Debt Financing Commitment Letter or any other provision of, or remedies under, the Debt Financing Commitment Letter, in each case, to the event extent such amendment, modification, supplement or waiver would reasonably be expected to have the effect of a Financing Failure Event that prevents, impedes or delays the Closing. Parent shall use reasonable best efforts to give the Company prompt notice of (A) adversely affecting in any material breach respect the ability of Parent to timely consummate the Transactions, (B) amending, modifying, supplementing or repudiation by any Financing Sources waiving the conditions or contingencies to the Debt Financing Commitment Letter of which Parent obtains knowledgeor the Debt Financing in a manner materially adverse to the Company or the Sellers or (C) materially delaying the Closing.

Financing; Financing Cooperation. (a) Parent shall, to the extent the proceeds thereof are required to consummate the transactions contemplated hereby, 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 necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the Financing Commitments and shall not permit, without the consent of the Company, any amendment or modification to be made to, or any waiver of any material provision or remedy under the Debt Financing and Commitments if such amendment, modification or waiver would (x) reduce the aggregate amount of the Financing below the amount required to consummate the transactions contemplated by this Agreement (including by changing the amount of fees to be paid or original issue discount of the Debt Financing), (y) impose new or additional conditions or otherwise amend, modify or expand any conditions, to the receipt of the Debt Financing on in a manner that would (I) delay (taking into account the Marketing Period) or prevent the Closing DateDate or (II) adversely impact in any material respect the ability of Parent to enforce its rights against the other parties to the Debt Financing Commitments or the definitive agreements with respect thereto, the ability of Parent to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby. Such actions Parent may replace or amend the Debt Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Financing Commitments as of the date hereof. For purposes of this Section 6.13, references to “Financing” shall include using the financing contemplated by the Financing Commitments as permitted to be amended or modified by this Section 6.13(a) and references to “Financing Commitments” or “Debt Financing Commitments” shall include such documents as permitted to be amended or modified by this Section 6.13(a). Without limiting the foregoing, each of the Buyer Parties shall use its reasonable best efforts to: to (i) maintain in effect the Debt Commitment Letter (except as otherwise permitted in the definition of Financing Failure Event) Commitments until the transactions contemplated by this Agreement are consummated or this Agreement is terminated in accordance with its terms; consummated, (ii) cause senior management satisfy all conditions and covenants within the control of Parent the Buyer Parties in the Debt Financing Commitments at or prior to participate inClosing and otherwise comply with its obligations thereunder, and assist with, the preparation of rating agency presentations and meetings with rating agencies; (iii) satisfy on a timely basis (or, if deemed advisable by Parent, seek a waiver on a timely basis of) all Financing Conditions within its control; (iv) negotiate, execute and deliver Debt Financing Documents that reflect the terms contained in the Debt Commitment Letter (including any “market flex” provisions related thereto) or on such other terms no less favorable to Parent than those set forth in the Debt Commitment Letter; and (v) in the event that the conditions set forth in Section 6.1 and Section 6.2 and the Financing Conditions have been satisfied or, upon funding would be satisfied, enforce Parent’s rights under the Debt Commitment Letter in the event of a Financing Failure Event that prevents, impedes or delays the Closing. Parent shall use reasonable best efforts to give the Company prompt notice of any material breach or repudiation by any Financing Sources to the Debt Commitment Letter of which Parent obtains knowledge.enter