Common use of The Financing Clause in Contracts

The Financing. (a) 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 (i) to maintain the Debt Commitment Letters in effect, enter into and to cause Parent and each of the Subsidiaries of RH or Battery, 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, (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 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 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 “Alternative Financing”). In such event, the term “Debt Financing” as used in this Agreement shall be deemed to include any Alternative Financing, the 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 the 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. 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 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 transactions contemplated by this Agreement beyond the Outside Date without the prior written consent of Battery. For the avoidance of doubt, the syndication of the Debt Financing (to the extent permitted by the Debt Commitment Letters) shall be deemed not to violate RH’s obligations under this Agreement. (b) Each party shall provide, and shall cause its Subsidiaries and Representatives to provide, all cooperation in connection with the parties’ efforts to obtain the Debt Financing or the Alternative Financing as may reasonably be requested by any of the other parties or by the Lead Arrangers, including (i) providing financial and other information relating to it and its Subsidiaries to each other party and the lenders and other financial institutions and investors that are or may become parties to the Debt Financing and to any underwriters, initial purchasers or placement agents in connection with the Debt Financing (the “Financing Parties”) that is customary for such financing or reasonably necessary for the completion of the Debt Financing by the Financing Parties, including information regarding the business, operations, financial projections and prospects of such party and its Subsidiaries that is customary for such financing or reasonably necessary for the completion of the Debt Financing by the Financing Parties, (ii) participating and causing its senior management to participate in a reasonable number of meetings (including customary one-on-one meetings) with any Financing Parties and other presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies as are reasonably necessary for the completion of the Debt Financing by the Financing Parties, (iii) assisting in the preparation of (A) any customary offering documents, bank information memoranda, Forms 8-K, registration statements, prospectuses and similar documents (including all historical and pro forma financial statements and information regarding such party and its Subsidiaries that is required by Regulations S-K and S-X to be included or incorporated by reference in a registration statement) for any of the Debt Financing or offering of debt securities in connection therewith, and (B) materials for rating agency presentations, (iv) cooperating with the marketing efforts for any of the Debt Financing (including consenting to the use of such party’s and its Subsidiaries’ logos), (v) assisting in the preparation of and executing and delivering (or using reasonable best efforts to obtain from its advisors), and causing its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from its advisors), (A) credit agreements and other loan documents, underwriting or note purchase agreements, indentures, currency or interest hedging agreements and other contracts in connection with any of the Debt Financing (collectively, the “Financing Documents”), customary certificates (including a certificate of the chief financial officer of such party or any Subsidiary with respect to solvency matters), legal opinions or other documents and instruments relating to guarantees and other matters ancillary to the Debt Financing as may be reasonably requested by each other party in connection with any of the Debt Financing and other documents required to be delivered under the Financing Documents and (B) the amendment of any of such party’s or its Subsidiaries’ existing credit facilities, currency or interest hedging agreements, or other agreements, in each case, on terms satisfactory to each other party and that are reasonably requested by each other party in connection with any of the Debt Financing; provided, that no obligation of any party or any of its Subsidiaries under any such agreements or amendments shall be effective until the Closing, (vi) using its reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance, including providing customary comfort letters to the underwriters in connection with the initial purchase of any securities in connection with any Debt Financing and providing customary consents to inclusion of their audit reports in registration statements of Parent, (vii) providing authorization letters to the Financing Parties authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Parties that the public side versions of such documents, if any, do not include material nonpublic information about such party or its Affiliates or securities, (viii) using its reasonable best efforts to ensure that the Financing Parties benefit from the existing lending relationships of such party and its Subsidiaries, (ix) cooperating reasonably with the Financing Parties’ due diligence investigation of such party and its Subsidiaries, including (A) due diligence performed by any Financing Parties and their respective counsel in connection with any of the Debt Financing, to the extent customary and reasonable and to the extent not unreasonably interfering with its business and (B) a borrowing base audit with respect to such party’s accounts and inventory and an appraisal of the net orderly liquidation value of such party’s inventory, and (x) taking such actions and providing such information and assistance as the Financing Parties may reasonably request in connection with creating Liens upon or pledging collateral to secure the Debt Financing or the Alternative Financing. Notwithstanding the foregoing, until the Effective Time occurs, neither Battery nor any of its Subsidiaries shall (A) be required to pay any commitment or other similar fee, (B) have any liability or any obligation under any credit agreement or any related document or any other agreement or document related to the Debt Financing (or Alternative Financing) or (C) be required to incur any other liability other than with respect to out-of-pocket expenses (including attorneys’ fees) in connection with the Debt Financing (or any Alternative Financing). RH (i) acknowledges and agrees that Battery, its Subsidiaries and their respective Representatives shall not have any responsibility for, or incur any liability to any Person under, the Debt Financing or any Alternative Financing other than with respect to out-of-pocket expenses (including attorneys’ fees) and (ii) shall indemnify and hold harmless Battery, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses (other than with respect to out-of-pocket expenses (including attorneys’ fees) incurred in connection with compliance with Section 6.13) suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith, except (x) with respect to any information provided by Battery or any of its Subsidiaries or (y) in the event that any such losses, damages, claims, costs or expenses arose out of result from the willful misconduct or gross negligence of Battery, its Subsidiaries or their respective Representatives. (c) Each party acknowledges and agrees that the obligations of each party with respect to the Debt Financing are only as set forth in this Section 6.13, and no other provision herein, including Section 6.7, shall be deemed to expand or otherwise modify such obligations.

The Financing. (a) RH Grey Wolf will use its commercially 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 LettersLetter. RH Each of Grey Wolf and Basic will use its commercially reasonable best efforts (i) to maintain the Debt Commitment Letters in effect, enter into and to cause Parent Holdings and each of the Subsidiaries of RH Grey Wolf or BatteryBasic, 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, Letter; (ii) to satisfy on a timely basis all conditions applicable to it and to Parent Holdings in such definitive agreements and to comply with its obligations thereunder no later than the Closing; and (iii) to consummate the Debt Financing no later than the Closing. Battery 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 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 Party shall promptly notify each of the other partiesParties, and each party Party shall use its commercially reasonable best efforts to obtain, and each of the other parties Parties shall use commercially reasonable best efforts to assist the other parties Parties in obtaining, alternative financing from alternative financing sources on terms (taken in the aggregate) that are no less favorable to RH, Battery and their respective Subsidiaries Holdings than those set forth in the Debt Commitment Letters Letter and in an amount (when added to cash of Basic and Grey Wolf forecast to be on hand immediately prior to the Mergers) that is adequate to pay the Basic Cash Consideration and the Grey Wolf Cash Consideration and all fees and expenses and required debt repayments associated with the transactions contemplated by this Agreement and Agreement, to make any other payments necessary to consummate the transactions contemplated by this Agreement (the “"Alternative Financing”). In such event, the term “Debt Financing” as used in this Agreement shall be deemed to include any Alternative Financing, the 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 the 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. 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 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 transactions contemplated by this Agreement beyond the Outside Date without the prior written consent of Battery. For the avoidance of doubt, the syndication of the Debt Financing (to the extent permitted by the Debt Commitment Letters) shall be deemed not to violate RH’s obligations under this Agreement. (b) Each party Party shall provide, and shall cause its Subsidiaries and Representatives the directors, officers, employees, consultants, advisors, legal counsel, accountants and other agents of it and each of its Subsidiaries to provide, all cooperation in connection with the partiesParties’ efforts to obtain the Debt Financing or the Alternative Financing as may reasonably be requested by any of the other parties Parties or by the Joint Lead Arrangers, including including, without limitation, (i) providing financial and other information relating to it and its Subsidiaries to each other party and the lenders and other financial institutions and investors that are or may become parties to the Debt Financing and to any underwriters, initial purchasers or placement agents participating on a timely basis in connection with the Debt Financing (the “Financing Parties”) that is customary for such financing or reasonably necessary for the completion of the Debt Financing by the Financing Parties, including information regarding the business, operations, financial projections and prospects of such party and its Subsidiaries that is customary for such financing or reasonably necessary for the completion of the Debt Financing by the Financing Parties, (ii) participating and causing its senior management to participate in a reasonable number of meetings (including customary one-on-one meetings) with any Financing Parties and other presentations, road shows, drafting sessions, due diligence sessions and other presentations, including presentations with potential lenders and with rating agencies; (including accounting due diligence sessionsii) furnishing to the Joint Lead Arrangers and to each other Party as promptly as reasonably practicable all financial statements, pro forma statements, financial projections, business plans, budgets and other reasonably pertinent data and information as may be available (or obtainable without unreasonable expense) and sessions with the rating agencies as are reasonably necessary for the completion requested by either of the Debt Financing by the Financing Parties, Joint Lead Arrangers; (iii) assisting participating in the marketing presentations and other marketing efforts of the Joint Lead Arrangers for any portion of the Financing or the Alternative Financing and assisting the Joint Lead Arrangers in the timely preparation of (A) any customary offering documents, bank information memoranda, Forms 8-K, registration statements, prospectuses presentations and similar documents (including all historical and pro forma financial statements and information regarding such party and its Subsidiaries that is required by Regulations S-K and S-X to be included or incorporated by reference in a registration statement) for any of the Debt Financing or offering of debt securities in connection therewith, and (B) materials material for rating agency presentations, ; (iv) cooperating being responsible for, and indemnifying the Joint Lead Arrangers and each other Party against, liability, cost or expense with the marketing efforts respect to any financial or other information provided by such Party for incorporation into any of the Debt Financing (including consenting to the use of such party’s and its Subsidiaries’ logos)memoranda, documents or material; (v) assisting using commercially reasonable efforts to satisfy the conditions set forth in the preparation Commitment Letter, including to obtain and provide opinions of counsel, corporate approvals of the transactions contemplated by the Financing or the Alternative Financing and certifications with respect to such approvals and other matters as may reasonably be required by either of the Joint Lead Arrangers and customary payoff letters in respect of any indebtedness required to be repaid at Closing, in form and substance reasonably satisfactory to the Joint Lead Arrangers, including specification of all amounts required to be repaid in order to discharge fully at Closing all liabilities with respect to such indebtedness and all related obligations and commitments under any Contract relating thereto and to obtain releases at the Closing of all Liens granted to secure any such indebtedness, obligations or commitments; (vi) using commercially reasonable efforts to obtain legal opinions, ratings and other documentation and items relating to such financing as are reasonably requested by either of the Joint Lead Arrangers; (vii) executing and delivering (or using reasonable best efforts to obtain from its advisors)any guarantees, mortgages, pledge and causing its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from its advisors), (A) credit agreements and other loan security documents, underwriting other definitive financing documents or note purchase agreements, indentures, currency or interest hedging agreements and other contracts in connection with any of the Debt Financing (collectively, the “Financing Documents”), customary certificates (including a certificate of the chief financial officer of such party or any Subsidiary with respect to solvency matters)certificates, legal opinions or other documents and instruments relating to guarantees and other matters ancillary to the Debt Financing as may be reasonably requested by each other party in connection with any either of the Debt Financing and other documents required to be delivered under the Financing Documents Joint Lead Arrangers; and (B) the amendment of any of such party’s or its Subsidiaries’ existing credit facilities, currency or interest hedging agreements, or other agreements, in each case, on terms satisfactory to each other party and that are reasonably requested by each other party in connection with any of the Debt Financing; provided, that no obligation of any party or any of its Subsidiaries under any such agreements or amendments shall be effective until the Closing, (vi) using its reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance, including providing customary comfort letters to the underwriters in connection with the initial purchase of any securities in connection with any Debt Financing and providing customary consents to inclusion of their audit reports in registration statements of Parent, (vii) providing authorization letters to the Financing Parties authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Parties that the public side versions of such documents, if any, do not include material nonpublic information about such party or its Affiliates or securities, (viii) using its reasonable best efforts to ensure that the Financing Parties benefit from the existing lending relationships of such party and its Subsidiaries, (ix) cooperating reasonably with the Financing Parties’ due diligence investigation of such party and its Subsidiaries, including (A) due diligence performed by any Financing Parties and their respective counsel in connection with any of the Debt Financing, to the extent customary and reasonable and to the extent not unreasonably interfering with its business and (B) a borrowing base audit with respect to such party’s accounts and inventory and an appraisal of the net orderly liquidation value of such party’s inventory, and (x) taking such actions and providing such information and assistance as either of the Financing Parties Joint Lead Arrangers may reasonably request in connection with creating Liens upon or pledging collateral to secure the Debt Financing or the Alternative Financing. . (c) Notwithstanding the foregoing, until the Effective Time occurs, neither Battery nor any of its Subsidiaries shall (A) be required to pay any commitment or other similar fee, (B) have any liability or any obligation under any credit agreement or any related document or any other agreement or document related anything in this Agreement to the Debt Financing (contrary, in the event that either the Basic Merger or Alternative Financing) or (C) be required the Grey Wolf Merger is not consummated due to incur any other liability other than with respect the failure to out-of-pocket expenses (including attorneys’ fees) in connection with obtain the Debt Financing (or any Alternative Financing). RH (i) acknowledges and agrees that Battery, its Subsidiaries and their respective Representatives no Party shall not have any responsibility for, or incur any liability to any Person underother party arising out of such failure, provided, however, that the Debt foregoing shall not relieve Grey Wolf or Basic, as the case may be, of its obligations under Section 5.22(a) or Section 5.22(b), respectively. Each Party acknowledges that (i) notwithstanding anything in this Agreement to the contrary, no other Party is intended to have any greater risk or liability with respect to any failure to obtain the Financing (or any Alternative Financing other than with respect to out-of-pocket expenses (including attorneys’ feesFinancing) and (ii) shall indemnify and hold harmless Battery, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses (no other than with respect to out-of-pocket expenses (including attorneys’ fees) incurred in connection with compliance with Section 6.13) suffered or incurred by any of them in connection with Party would have entered into this Agreement but for the arrangement agreement of the Debt Financing and any information used in connection therewith, except (x) with respect to any information provided by Battery or any of its Subsidiaries or (y) in the event that any such losses, damages, claims, costs or expenses arose out of result from the willful misconduct or gross negligence of Battery, its Subsidiaries or their respective Representatives. (c) Each party acknowledges and agrees that the obligations of each party with respect to the Debt Financing are only as Parties set forth in this Section 6.13, and no other provision herein, including Section 6.7, shall be deemed to expand or otherwise modify such obligations5.22.

The Financing. (a) RH will use its reasonable best efforts to take, or cause to be taken, and Battery Buyer 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 (iincluding 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 maintain obtain the Debt Commitment Letters in effectFinancing by Closing; provided, however, that Buyer shall not be required to enter into and or effect any Financing on terms materially less favorable to cause Parent and each of Buyer than those set forth in the Subsidiaries of RH Bank Commitment or Batterythe Bridge Commitment, as the case may be, or otherwise on any other terms that are not reasonably acceptable to enter into definitive agreements with respect Buyer. Subject to the Debt Financing on the terms and conditions reflected in the Debt Commitment Lettersprovisions of this Section 6.17(a), (ii) to satisfy on a timely basis all conditions applicable to Buyer acknowledges that 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 use exercise its reasonable best efforts pursuant to enter into and to cause each of its Subsidiaries, as this Section 6.17(a) by supporting 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 calculation 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 “Alternative Financing”). In such event, the term “Debt Financingconsolidated adjusted EBITDA” as used in this Agreement 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 deemed subject to include any Alternative Financingthe 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 term “Debt Commitment Letter” as used in this Agreement shall be deemed to include any commitment letter issued in connection with any Alternative Financingreasonable discretion of the lenders, and the term lenders shall have received written evidence thereof; provided that no such comfort shall be provided on the “Financing Documentsnet corporate cost adjustment” as used in 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 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 subject to the Debt Commitment Letters or exercise of any condition therein not likely to be satisfieddue diligence by Buyer and compliance by Buyer with requirements of Applicable Law, 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 including the 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 transactions contemplated by this Agreement beyond the Outside Date without the prior written consent of Battery. For the avoidance of doubt, the syndication of the Debt Financing (to the extent permitted by the Debt Commitment Letters) shall be deemed not to violate RH’s obligations under this AgreementU.S. securities laws. (b) Each party Buyer shall providenot amend, and shall cause its Subsidiaries and Representatives to provide, all cooperation in connection with supplement or modify the parties’ efforts to obtain the Debt Financing terms or the Alternative Financing as may reasonably be requested by any conditions of the other parties or by the Lead Arrangers, including Commitments (i) providing financial and other information relating to it and its Subsidiaries to each other party and in a manner that would have a material adverse effect on Conopco’s obligations under the lenders and other financial institutions and investors that are Unilever Financing Agreement or may become parties to the Debt Financing and to any underwriters, initial purchasers or placement agents in connection with the Debt Financing (the “Financing Parties”) that is customary for such financing or reasonably necessary for the completion of the Debt Financing by the Financing Parties, including information regarding the business, operations, financial projections and prospects of such party and its Subsidiaries that is customary for such financing or reasonably necessary for the completion of the Debt Financing by the Financing Parties, (ii) participating and causing its senior management so as to participate in a reasonable number of meetings cause the Total Leverage Ratio (including customary one-on-one meetings) with any Financing Parties and other presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies as are reasonably necessary for the completion of the Debt Financing by the Financing Parties, (iii) assisting defined in the preparation of (ABank Commitment) any customary offering documents, bank information memoranda, Forms 8-K, registration statements, prospectuses and similar documents (including all historical and pro forma financial statements and information regarding such party and its Subsidiaries that is required by Regulations S-K and S-X to be included or incorporated by reference in a registration statement) for any of the Debt Financing or offering of debt securities in connection therewith, and (B) materials for rating agency presentations, (iv) cooperating with the marketing efforts for any of the Debt Financing (including consenting to the use of such party’s and its Subsidiaries’ logos), (v) assisting in the preparation of and executing and delivering (or using reasonable best efforts to obtain from its advisors), and causing its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from its advisors), (A) credit agreements and other loan documents, underwriting or note purchase agreements, indentures, currency or interest hedging agreements and other contracts in connection with any of the Debt Financing (collectively, the “Financing Documents”), customary certificates (including a certificate of the chief financial officer of such party or any Subsidiary with respect to solvency matters), legal opinions or other documents and instruments relating to guarantees and other matters ancillary to the Debt Financing as may be reasonably requested by each other party in connection with any of the Debt Financing and other documents required to be delivered under the Financing Documents and (B) the amendment of any of such party’s or its Subsidiaries’ existing credit facilities, currency or interest hedging agreements, or other agreements, in each case, on terms satisfactory to each other party and that are reasonably requested by each other party in connection with any of the Debt Financing; provided, that no obligation of any party or any of its Subsidiaries under any such agreements or amendments shall be effective until the Closing, (vi) using its reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance, including providing customary comfort letters to the underwriters in connection with the initial purchase of any securities in connection with any Debt Financing and providing customary consents to inclusion of their audit reports in registration statements of Parent, (vii) providing authorization letters to the Financing Parties authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Parties that the public side versions of such documents, if any, do not include material nonpublic information about such party or its Affiliates or securities, (viii) using its reasonable best efforts to ensure that the Financing Parties benefit from the existing lending relationships of such party and its Subsidiaries, (ix) cooperating reasonably with the Financing Parties’ due diligence investigation of such party and its Subsidiaries, including (A) due diligence performed by any Financing Parties and their respective counsel in connection with any of the Debt Financing, to the extent customary and reasonable and to the extent not unreasonably interfering with its business and (B) a borrowing base audit with respect to such party’s accounts and inventory and an appraisal of the net orderly liquidation value of such party’s inventory, and (x) taking such actions and providing such information and assistance as the Financing Parties may reasonably request in connection with creating Liens upon or pledging collateral to secure the Debt Financing or the Alternative Financing. Notwithstanding the foregoing, until the Effective Time occurs, neither Battery nor any of its Subsidiaries shall (A) be required to pay any commitment or other similar fee, (B) have any liability or any obligation under any credit agreement or any related document or any other agreement or document related to the Debt Financing (or Alternative Financing) or (C) be required to incur any other liability other than with respect to out-of-pocket expenses (including attorneys’ fees) in connection with the Debt Financing (or any Alternative Financing). RH (i) acknowledges and agrees that Battery, its Subsidiaries and their respective Representatives shall not have any responsibility for, or incur any liability to any Person under, the Debt Financing or any Alternative Financing other than with respect to out-of-pocket expenses (including attorneys’ fees) and (ii) shall indemnify and hold harmless Battery, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses (other than with respect to out-of-pocket expenses (including attorneys’ fees) incurred in connection with compliance with Section 6.13) suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith, except (x) with respect to any information provided by Battery or any of its Subsidiaries or (y) in the event that any such losses, damages, claims, costs or expenses arose out of result from the willful misconduct or gross negligence of Battery, its Subsidiaries or their respective Representativesexceed 4.6. (c) Each party acknowledges and agrees that the obligations of each party with respect to the Debt Financing are only as set forth in this Section 6.13, and no other provision herein, including Section 6.7, shall be deemed to expand or otherwise modify such obligations.

The Financing. (a) 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 (i) to maintain the Debt Commitment Letters in effect, enter into and to cause Parent and each of the Subsidiaries of RH or Battery, 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, (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 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 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 “Alternative Financing”). In such event, the term “Debt Financing” as used in this Agreement shall be deemed to include any Alternative Financing, the 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 the 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. 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 status of its efforts to consummate the Debt Financing. RH Purchaser 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 transactions contemplated by this Agreement beyond the Outside Date Commitments without the prior written consent of BatteryConopco, which shall not be unreasonably withheld or delayed. For In the avoidance of doubt, event that the syndication of the Debt Financing Commitments (as they relate to the extent permitted Bridge Notes) are terminated as a result of there having been a material disruption or material adverse change in the current financial, banking or capital market conditions generally or in the market for new issuances of high yield securities, Purchaser will use its reasonable best efforts, for a period of forty five (45) days following such termination which period shall begin on the date on which all conditions to Purchaser's obligation to effect the Closing set forth in Sections 7.1 and 7.2 hereof (other than that set forth in Section 7.2(i) and those conditions that by their terms are to be satisfied simultaneously with the Debt Commitment LettersClosing) shall be deemed not have been satisfied, to violate RH’s obligations under this Agreementobtain alternate financing for the Acquisition as soon as possible on terms reasonably acceptable to Purchaser. (b) Each party shall provideConopco shall, and shall cause its Subsidiaries Affiliates to, cooperate with and Representatives to provide, assist Purchaser in all cooperation reasonable respects in the preparation of any filings with the SEC in connection with the parties’ efforts Financing and the consummation of this Agreement and the transactions contemplated hereby. Without limiting the foregoing, subject to obtain Section 6.24(c), Conopco shall provide Purchaser with such audited and unaudited financial statements relating to the Debt Financing or Business as Purchaser shall advise Conopco it would require for inclusion in a 1933 Act registration statement filed with SEC and in a Form 8-K filed under the Alternative Financing 1934 Act, and Conopco shall make appropriate personnel of Conopco and of the Business reasonably available (upon reasonable advance notice to permit scheduling) to review, comment upon and discuss such financial statements, the management's discussion and analysis of the results of operations of the Business, and such other matters relating to the Business as may shall be reasonably be requested included in the financing documents prepared by Purchaser, it being understood that, without limiting any of the other parties representations and warranties of Conopco contained in this Agreement or by the Lead ArrangersConopco's obligations in respect thereof, including (i) providing financial Purchaser shall be solely responsible for preparation and other information relating content of all such disclosure documents. In addition, Conopco shall use its reasonable efforts to it and cause its Subsidiaries independent auditors to each other party and the lenders and other financial institutions and investors that are or may become parties to the Debt Financing and to any underwriters, initial purchasers or placement agents deliver a customary "comfort" letter in connection with the Debt Financing (financial statements of the “Financing Parties”) that is customary for Business and the information with respect to the Business included in Purchaser's offering memorandum as part of its Rule 144A offering and to make appropriate personnel of such financing or reasonably auditors available to discuss the information relating to the Business included in such offering memorandum. Moreover, Conopco shall use its reasonable efforts to cause its independent auditors to furnish such consents as may be necessary for the completion inclusion of the Debt Financing by the Financing Parties, including information regarding the business, operations, financial projections and prospects of such party and its Subsidiaries that is customary for such financing or reasonably necessary for the completion statements of the Debt Financing Business audited by them in any registration statement of the Financing Parties, (ii) participating and causing its senior management Purchaser under the 1933 Act or any report under the 1934 Act as Purchaser shall be required to participate in a reasonable number of meetings (including customary one-on-one meetings) with any Financing Parties and other presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions file with the rating agencies as are reasonably necessary for the completion of the Debt Financing by the Financing Parties, (iii) assisting in the preparation of (A) any customary offering documents, bank information memoranda, Forms 8-K, registration statements, prospectuses and similar documents (including all historical and pro forma financial statements and information regarding such party and its Subsidiaries that is required by Regulations S-K and S-X to be included or incorporated by reference in a registration statement) for any of the Debt Financing or offering of debt securities in connection therewith, and (B) materials for rating agency presentations, (iv) cooperating with the marketing efforts for any of the Debt Financing (including consenting to the use of such party’s and its Subsidiaries’ logos), (v) assisting in the preparation of and executing and delivering (or using reasonable best efforts to obtain from its advisors), and causing its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from its advisors), (A) credit agreements and other loan documents, underwriting or note purchase agreements, indentures, currency or interest hedging agreements and other contracts in connection with any of the Debt Financing (collectively, the “Financing Documents”), customary certificates (including a certificate of the chief financial officer of such party or any Subsidiary with respect to solvency matters), legal opinions or other documents and instruments relating to guarantees and other matters ancillary to the Debt Financing as may be reasonably requested by each other party in connection with any of the Debt Financing and other documents required to be delivered under the Financing Documents and (B) the amendment of any of such party’s or its Subsidiaries’ existing credit facilities, currency or interest hedging agreements, or other agreements, in each case, on terms satisfactory to each other party and that are reasonably requested by each other party in connection with any of the Debt Financing; provided, that no obligation of any party or any of its Subsidiaries under any such agreements or amendments shall be effective until the Closing, (vi) using its reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance, including providing customary comfort letters to the underwriters SEC in connection with the initial purchase Acquisition and the financing transactions in connection therewith. Without limiting the obligations of Conopco under Article XI of this Agreement (it being understood that Liabilities of the Purchaser Indemnified Parties under any securities laws arising as a result of any misstatement or omission in any such document based upon the representations and warranties of Conopco contained in this Agreement shall not constitute consequential damages), Purchaser shall indemnify Conopco and its Affiliates in form and substance reasonably acceptable to Conopco from and against any Liability under any securities laws as a result of misstatements or omissions in any such document. (c) In connection with any Debt Financing the matters set forth in Sections 6.22(b) and providing customary consents to inclusion of their audit reports in registration statements of Parent6.24(b), (vii) providing authorization letters to the Financing Parties authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Parties that the public side versions of such documents, if any, do not include material nonpublic information about such party or its Affiliates or securities, (viii) using its reasonable best efforts to ensure that the Financing Parties benefit from the existing lending relationships of such party and its Subsidiaries, (ix) cooperating reasonably with the Financing Parties’ due diligence investigation of such party and its Subsidiaries, including (A) due diligence performed by any Financing Parties and their respective counsel in connection with any of the Debt Financing, to the extent customary and reasonable and to the extent not unreasonably interfering with its business and (B) a borrowing base audit with respect to such party’s accounts and inventory and an appraisal of the net orderly liquidation value of such party’s inventory, and (x) taking such actions and providing such information and assistance as the Financing Parties may reasonably request in connection with creating Liens upon or pledging collateral to secure the Debt Financing or the Alternative Financing. Notwithstanding the foregoing, until the Effective Time occurs, neither Battery nor any of its Subsidiaries Purchaser shall (A) be required to pay any commitment or other similar fee, (B) have any liability or any obligation under any credit agreement or any related document or any other agreement or document related to the Debt Financing (or Alternative Financing) or (C) be required to incur any other liability other than with respect to reimburse Conopco for out-of-pocket costs and expenses (including attorneys’ fees) incurred after the date of this Agreement to Conopco's Accountants in connection with the Debt Financing (preparation of audited or any Alternative Financing). RH (i) acknowledges and agrees that Battery, its Subsidiaries and their respective Representatives shall not have any responsibility for, or incur any liability to any Person under, the Debt Financing or any Alternative Financing unaudited financial statements other than with respect to out-of-pocket expenses (including attorneys’ fees) the Financial Statements and (ii) shall indemnify and hold harmless Battery, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses (other than with respect to out-of-pocket expenses (including attorneys’ fees) incurred in connection with compliance with Section 6.13) suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith, except (x) with respect to any information provided by Battery or any of its Subsidiaries or (y) Unaudited September Financial Statements for inclusion in the event that any such losses, damages, claims, costs Proxy Statement or expenses arose out an SEC registration statement or Form 8-K of result from the willful misconduct or gross negligence of Battery, its Subsidiaries or their respective RepresentativesPurchaser. (cd) Each party acknowledges Conopco agrees to deliver to Purchaser, not later than November 6, 2000, the unaudited statement of net assets to be sold of the Business dated September 30, 2000 and agrees that the obligations unaudited statement of net sales, cost of sales and direct operating expenses of the Business for the nine months ended September 30, 2000 and September 30, 1999, in each party with respect to case including the Debt Financing are only notes thereto, prepared on the same basis as set forth in this Section 6.13, and no other provision herein, including Section 6.7, shall be deemed to expand or otherwise modify such obligationsthe Unaudited June Financial Statements (the "Unaudited September Financial Statements").

The Financing. (a) RH will IM shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, and Battery OUTD shall provide cooperation on a reasonable best efforts basis to RH the Borrower 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 Without limiting the foregoing, IM shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to (i) to comply with its applicable obligations under the Debt Commitment Letters, (ii) maintain the Debt Commitment Letters in effect, (iii) enter into and to cause Parent and each of the Subsidiaries of RH IM or BatteryOUTD, 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, (iiiv) 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 thereunder, (iiiv) 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 ClosingClosing and (vii) to take, and shall use its reasonable best efforts to cause each of its Affiliates to take, all actions necessary to maintain in effect, and enforce its rights under, the Debt Commitment Letters (including any definitive agreements relating thereto). Battery 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 party shall of its Subsidiaries to, use its reasonable best efforts to obtain, and each of the other parties OUTD shall use reasonable best efforts to assist the other parties Borrower in obtaining, as promptly as practicable, alternative financing from alternative financing sources on terms that are no less favorable in the aggregate, to RHIM, Battery 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 “Alternative Financing”). In such event, the term “Debt Financing” as used in this Agreement shall be deemed to include any Alternative Financing, the term “Debt Commitment Letter” as used in this Agreement shall be deemed to include any commitment letter issued in connection with any Alternative FinancingFinancing and any related fee letters, and the 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. RH 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 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 likelihood of the IM Parties to timely consummate the Transaction or the Mergers. IM shall give Battery 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 RH IM has knowledge or any termination of any Debt Commitment Letter. RH IM shall keep Battery OUTD informed on a reasonably current basis of the status of its the Borrower’s efforts to consummate the Debt Financing. RH 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 delay (i) reduce the transactions contemplated by this Agreement beyond aggregate amount of the Outside Debt Financing, (ii) impose new or additional conditions precedent or contingencies to the funding on the Closing Date without the prior written consent of Battery. For the avoidance of doubt, the syndication of the Debt Financing (to the extent permitted by as set forth in the Debt Commitment LettersLetters 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 be deemed not to violate RH’s obligations under this Agreementpromptly provide OUTD with copies of any such amendment or alteration. (b) Each party shall provide, and shall cause its Subsidiaries and Representatives to provide, all cooperation in connection with the parties’ efforts to obtain the Debt Financing or the Alternative Financing as may reasonably be requested by any of the other parties or by the Lead ArrangersArranger, including (i) providing financial and other information relating to it and its Subsidiaries to each other party and the lenders and other financial institutions and investors that are or may become parties to the Debt Financing and to any underwriters, initial purchasers or placement agents in connection with the Debt Financing (the “Financing Parties”) that is customary for such financing or reasonably necessary for the rating, marketing and completion of the Debt Financing by the Financing Parties, including information regarding the business, operations, financial projections and prospects of such party and its Subsidiaries that is customary for such financing or reasonably necessary for the completion of the Debt Financing by the Financing Parties, (ii) participating and causing its senior management to participate in a reasonable number of meetings (including customary one-on-one meetings) with any Financing Parties and other presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies as are reasonably necessary for the rating, marketing and completion of the Debt Financing by the Financing Parties, (iii) assisting in the preparation of (A) any customary offering documents, bank information memoranda, Forms 8-K, registration statements, prospectuses and similar documents (including all historical and pro forma financial statements and information regarding such party and its Subsidiaries that is required by Regulations S-K and S-X to be included or incorporated by reference in a registration statement) for any of the Debt Financing or offering of debt securities in connection therewith, and (B) materials for rating agency presentations, (iv) cooperating with the marketing efforts for any of the Debt Financing (including consenting to the use of such party’s and its Subsidiaries’ logos), (v) assisting in the preparation of and executing and delivering (or using reasonable best efforts to obtain from its advisors), and causing its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from its advisors), (A) credit agreements and other loan documents, underwriting or note purchase agreements, indentures, currency or interest hedging agreements and other contracts in connection with any of the Debt Financing (collectively, the “Financing Documents”), customary certificates (including a certificate of the chief financial officer of such party Parent or any Subsidiary of its Affiliates with respect to solvency matters), legal opinions or other documents and instruments relating to guarantees and other matters ancillary to the Debt Financing as may be reasonably requested by each other party in connection with any of the Debt Financing and other documents required to be delivered under the Financing Documents and (B) the amendment of any of such party’s or its Subsidiaries’ existing credit facilities, currency or interest hedging agreements, or other similar agreements, in each case, on terms satisfactory to each other party and that are reasonably requested by each other party in connection with any of the Debt Financing; provided, that no obligation of any party or any of its Subsidiaries under any such agreements or amendments shall be effective until the Closing, (vi) using its reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance, including providing customary comfort letters to the underwriters in connection with the initial purchase of any securities in connection with any Debt Financing and providing customary consents to inclusion of their audit reports in registration statements of Parent, (vii) providing authorization letters to the Financing Parties authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Parties that the public side versions of such documents, if any, do not include material nonpublic information about such party or its Affiliates or securities, (viii) using its reasonable best efforts to ensure that the Financing Parties benefit from the existing lending relationships of such party and its Subsidiaries, (ix) cooperating reasonably with the Financing Parties’ due diligence investigation of such party and its Subsidiaries, including (A) due diligence performed by any Financing Parties and their respective counsel in connection with any of the Debt Financing, to the extent customary and reasonable and to the extent not unreasonably interfering with its business and (B) a borrowing base audit with respect to such party’s accounts and inventory and an appraisal of the net orderly liquidation value of such party’s inventory, and (x) taking such actions and providing such information and assistance as the Financing Parties may reasonably request in connection with creating Liens upon or pledging collateral to secure the Debt Financing or the Alternative Financing. Notwithstanding the foregoing, until the Effective Time occurs, neither Battery nor none of OUTD, any of its Subsidiaries shall or any of their respective Representatives shall, (A) be required to pay any commitment or other similar fee, (B) have any liability or any obligation to any Person under or in connection with the Debt Financing, including under any credit agreement or any related document or any other agreement or document related to the Debt Financing (or Alternative Financing) or (CB) be required to incur any other liability other than with respect to out-of-pocket expenses (including attorneys’ fees) in connection with the Debt Financing (or any Alternative Financing). RH (i) acknowledges and agrees that Battery, its Subsidiaries and their respective Representatives shall not have any responsibility for, or incur any liability to any Person under, the Debt Financing or any Alternative Financing other than with respect to out-of-pocket expenses (including attorneys’ fees) and (ii) shall indemnify and hold harmless Battery, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses (other than with respect to out-of-pocket expenses (including attorneys’ fees) incurred in connection with compliance with Section 6.13) suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith, except (x) with respect to any information provided by Battery or any of its Subsidiaries or (y) in the event that any such losses, damages, claims, costs or expenses arose out of result from the willful misconduct or gross negligence of Battery, its Subsidiaries or their respective Representatives. (c) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 6.11 shall require, and in no event shall the reasonable best efforts of IM be deemed or construed to require IM to (i) pay any fees that are materially greater than those contemplated in the Debt Commitment Letters (whether to secure waiver of any conditions contained therein or otherwise), (ii) amend or waive any of the terms or conditions hereof or (iii) except to the extent required by the Debt Commitment Letters, use any cash or other assets on its balance sheet to pay any portion of the OUTD Merger Consideration or the IM Merger Consideration. Each party acknowledges and agrees that the obligations of each party with respect to the Debt Financing are only as set forth in this Section 6.136.11, and no other provision herein, including Section 6.76.6, shall be deemed to expand or otherwise modify such obligations.