Common use of The Financing Clause in Contracts

The Financing. (a) Grey Wolf will use its commercially reasonable efforts to arrange and obtain the Financing on the terms and conditions described in the Commitment Letter. Each of Grey Wolf and Basic will use its commercially reasonable efforts (i) to enter into and to cause Holdings and each of the Subsidiaries of Grey Wolf or Basic, as the case may be, to enter into definitive agreements with respect to the Financing on the terms and conditions reflected in the Commitment Letter; (ii) to satisfy on a timely basis all conditions applicable to it and to Holdings in such definitive agreements no later than the Closing; and (iii) to consummate the Financing no later than the Closing. If any Party becomes aware that the 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 commercially reasonable efforts to obtain, and each of the other Parties shall use commercially reasonable efforts to assist the other Parties in obtaining, alternative financing on terms (taken in the aggregate) that are no less favorable to Holdings than those set forth in the Commitment 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 associated with the transactions contemplated by this Agreement, to make any other payments necessary to consummate the transactions contemplated by this Agreement (the "Alternative Financing”). (b) Each Party shall provide, and shall cause its Subsidiaries and 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 Parties’ efforts to obtain the Financing or the Alternative Financing as may reasonably be requested by any of the other Parties or by the Joint Lead Arrangers, including, without limitation, (i) participating on a timely basis in meetings, drafting sessions, due diligence sessions and other presentations, including presentations with potential lenders and with rating agencies; (ii) 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 reasonably requested by either of the Joint Lead Arrangers; (iii) 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 bank information memoranda, presentations and similar documents and of material for rating agency presentations; (iv) being responsible for, and indemnifying the Joint Lead Arrangers and each other Party against, liability, cost or expense with respect to any financial or other information provided by such Party for incorporation into any such memoranda, documents or material; (v) using commercially reasonable efforts to satisfy the conditions set forth in the 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 any guarantees, mortgages, pledge and security documents, other definitive financing documents or other certificates, legal opinions or documents as may be reasonably requested by either of the Joint Lead Arrangers; and (viii) taking such actions and providing such information and assistance as either of the Joint Lead Arrangers may reasonably request in connection with creating Liens upon or pledging collateral to secure the Financing or the Alternative Financing. (c) Notwithstanding anything in this Agreement to the contrary, in the event that either the Basic Merger or the Grey Wolf Merger is not consummated due to the failure to obtain the Financing (or any Alternative Financing) no Party shall have any liability to any other party arising out of such failure, provided, however, that the 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) and (ii) no other Party would have entered into this Agreement but for the agreement of the Parties set forth in this Section 5.22.

The Financing. (a) Grey Wolf RH 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 LetterLetters. Each of Grey Wolf and Basic RH will use its commercially reasonable best efforts (i) to maintain the Debt Commitment Letters in effect, enter into and to cause Holdings Parent and each of the Subsidiaries of Grey Wolf RH or BasicBattery, 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 Letter; Letters, (ii) to satisfy on a timely basis all conditions applicable to it and to Holdings Parent in such definitive agreements no later than the Closing; 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 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 Holdings RH, Battery and their respective Subsidiaries than those set forth in the Debt Commitment Letter Letters 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, 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 party shall provide, and shall cause its Subsidiaries and the directors, officers, employees, consultants, advisors, legal counsel, accountants and other agents of it and each of its Subsidiaries Representatives 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, without limitation, 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 on and causing its senior management to participate in a timely basis in 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; (ii) 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 expenseaccounting due diligence sessions) and sessions with the rating agencies as are reasonably requested by either necessary for the completion of the Joint Lead Arrangers; Debt Financing by the Financing Parties, (iii) participating assisting 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, presentations 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 material the Debt Financing or offering of debt securities in connection therewith, and (B) materials for rating agency presentations; , (iv) being responsible forcooperating 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 indemnifying 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 Joint Lead Arrangers and each other Party againstDebt Financing (collectively, liabilitythe “Financing Documents”), cost customary certificates (including a certificate of the chief financial officer of such party or expense any Subsidiary with respect to any financial or other information provided by such Party for incorporation into any such memoranda, documents or material; (v) using commercially reasonable efforts to satisfy the conditions set forth in the 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 any guarantees, mortgages, pledge and security documents, other definitive financing documents or other certificatessolvency 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 either each other party in connection with any of the Joint Lead Arrangers; 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 either of the Joint Lead Arrangers 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 (cA) Notwithstanding anything in this Agreement 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 contrary, 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 event that either the Basic Merger or the Grey Wolf Merger is not consummated due to the failure to obtain the Debt Financing (or any Alternative Financing). RH (i) no Party 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 party arising out of such failure, provided, however, that the 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 than with respect to any failure to obtain the Financing out-of-pocket expenses (or any Alternative Financingincluding attorneys’ fees) and (ii) no 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 Party would have entered into this Agreement but for 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 agreement arrangement of the Parties 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 5.226.13, and no other provision herein, including Section 6.7, shall be deemed to expand or otherwise modify such obligations.

The Financing. (a) Grey Wolf will Buyer shall use its commercially 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 arrange and obtain the Financing on the terms and conditions described in the Commitment Letter. Each of Grey Wolf and Basic will use its commercially reasonable efforts (i) 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 Holdings and each of Buyer than those set forth in the Subsidiaries of Grey Wolf Bank Commitment or Basicthe 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 Financing on 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 terms and conditions reflected calculation of the “consolidated adjusted EBITDA” as used in the Commitments using the adjustments set forth on Attachment 2 attached to the Bridge Commitment Letter(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; (ii2) the appropriate modifications due to satisfy on a timely basis all conditions applicable passage of time for each subsequent LTM Period shall have been made and agreed to it and by the Buyer; (3) any other changes to Holdings in such definitive agreements no later than EBITDA adjustments shall be subject to the Closingapproval of the Buyer; and (iii4) to consummate the Financing no later than the Closing. If any Party becomes aware that the Financing is not available to consummate the transactions contemplated by this Agreement, then that Party shall promptly notify each accountants of the other PartiesCompany 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 each Party the lenders shall use its commercially reasonable efforts 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 obtain, and each of the other Parties this Section shall use commercially reasonable efforts to assist the other Parties in obtaining, alternative financing on terms (taken in the aggregate) that are no less favorable to Holdings than those set forth in the Commitment Letter and in an amount (when added to cash of Basic and Grey Wolf forecast to be on hand immediately prior subject to the Mergers) that is adequate to pay exercise of due diligence by Buyer and compliance by Buyer with requirements of Applicable Law, including the Basic Cash Consideration and the Grey Wolf Cash Consideration and all fees and expenses associated with the transactions contemplated by this Agreement, to make any other payments necessary to consummate the transactions contemplated by this Agreement (the "Alternative Financing”)U.S. securities laws. (b) Each Party Buyer shall providenot amend, and shall cause its Subsidiaries and supplement or modify 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 Parties’ efforts to obtain the Financing terms or the Alternative Financing as may reasonably be requested by any conditions of the other Parties or by the Joint Lead Arrangers, including, without limitation, Commitments (i) participating in a manner that would have a material adverse effect on a timely basis in meetings, drafting sessions, due diligence sessions and other presentations, including presentations with potential lenders and with rating agencies; Conopco’s obligations under the Unilever Financing Agreement or (ii) furnishing so as to cause the Joint Lead Arrangers and to each other Party Total Leverage Ratio (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 reasonably requested by either of the Joint Lead Arrangers; (iii) participating defined 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 bank information memoranda, presentations and similar documents and of material for rating agency presentations; (ivBank Commitment) being responsible for, and indemnifying the Joint Lead Arrangers and each other Party against, liability, cost or expense with respect to any financial or other information provided by such Party for incorporation into any such memoranda, documents or material; (v) using commercially reasonable efforts to satisfy the conditions set forth in the 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 any guarantees, mortgages, pledge and security documents, other definitive financing documents or other certificates, legal opinions or documents as may be reasonably requested by either of the Joint Lead Arrangers; and (viii) taking such actions and providing such information and assistance as either of the Joint Lead Arrangers may reasonably request in connection with creating Liens upon or pledging collateral to secure the Financing or the Alternative Financingexceed 4.6. (c) Notwithstanding anything in this Agreement to the contrary, in the event that either the Basic Merger or the Grey Wolf Merger is not consummated due to the failure to obtain the Financing (or any Alternative Financing) no Party shall have any liability to any other party arising out of such failure, provided, however, that the 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) and (ii) no other Party would have entered into this Agreement but for the agreement of the Parties set forth in this Section 5.22.

The Financing. (a) Grey Wolf will IM shall, and shall cause each of its Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, and OUTD shall provide cooperation on a reasonable best efforts basis to 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 LetterLetters. Each Without limiting the foregoing, IM shall, and shall cause each of Grey Wolf and Basic will its Subsidiaries to, use its commercially 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 Holdings Parent and each of the Subsidiaries of Grey Wolf IM or BasicOUTD, 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 Letter; Letters, (iiiv) to satisfy on a timely basis all conditions applicable to it and to Holdings Parent in such definitive agreements no later than and to comply with its obligations thereunder, (v) satisfy on a timely basis all conditions applicable to it contained in the Closing; and Debt Commitment Letters, (iiivi) to 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). 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 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 IM shall, and shall cause each Party shall of its Subsidiaries to, use its commercially reasonable best efforts to obtain, and each of the other Parties OUTD shall use commercially reasonable best efforts to assist the other Parties Borrower in obtaining, as promptly as practicable, alternative financing from alternative financing sources on terms (taken in the aggregate) that are no less favorable in the aggregate, to Holdings IM, OUTD and their respective Subsidiaries than those set forth in the Debt Commitment Letter Letters 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 (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 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, 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 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. 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 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 (i) reduce the aggregate amount of the Debt Financing, (ii) impose new or additional 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 (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 such amendment or alteration. (b) Each Party party shall provide, and shall cause its Subsidiaries and the directors, officers, employees, consultants, advisors, legal counsel, accountants and other agents of it and each of its Subsidiaries Representatives 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 ArrangersArranger, including, without limitation, 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 on and causing its senior management to participate in a timely basis in 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; (ii) 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 expenseaccounting due diligence sessions) and sessions with the rating agencies as are reasonably requested by either necessary for the rating, marketing and completion of the Joint Lead Arrangers; Debt Financing by the Financing Parties, (iii) participating assisting 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, presentations 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 material the Debt Financing or offering of debt securities in connection therewith, and (B) materials for rating agency presentations; , (iv) being responsible forcooperating 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 indemnifying 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 Joint Lead Arrangers and each other Party againstDebt Financing (collectively, liabilitythe “Financing Documents”), cost customary certificates (including a certificate of the chief financial officer of Parent or expense any of its Affiliates with respect to any financial or other information provided by such Party for incorporation into any such memoranda, documents or material; (v) using commercially reasonable efforts to satisfy the conditions set forth in the 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 any guarantees, mortgages, pledge and security documents, other definitive financing documents or other certificatessolvency 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 either each other party in connection with any of the Joint Lead Arrangers; 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 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 Joint Lead Arrangers 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, none of OUTD, any of its Subsidiaries or any of their respective Representatives shall, (A) 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 (B) 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). (c) Notwithstanding anything to the contrary contained in this Agreement 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 the contrary, in the event that either the Basic Merger or the Grey Wolf Merger is not consummated due require IM to the failure to obtain the Financing (or any Alternative Financing) no Party shall have any liability to any other party arising out of such failure, provided, however, that the 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 pay any fees that are materially greater than those contemplated in this Agreement 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 contraryextent required by the Debt Commitment Letters, no use any cash or other Party is intended assets on its balance sheet to have pay any greater risk portion of the OUTD Merger Consideration or liability the IM Merger Consideration. Each party acknowledges and agrees that the obligations of each party with respect to any failure to obtain the Debt Financing (or any Alternative Financing) and (ii) no other Party would have entered into this Agreement but for the agreement of the Parties are only as set forth in this Section 5.226.11, and no other provision herein, including Section 6.6, shall be deemed to expand or otherwise modify such obligations.

The Financing. (a) Grey Wolf Purchaser shall not amend the Commitments without the prior written consent of Conopco, which shall not be unreasonably withheld or delayed. In the event that the Commitments (as they relate to the 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 commercially reasonable efforts to arrange and obtain the Financing best efforts, for a period of forty five (45) days following such termination which period shall begin on the terms and conditions described in the Commitment Letter. Each of Grey Wolf and Basic will use its commercially reasonable efforts (i) to enter into and to cause Holdings and each of the Subsidiaries of Grey Wolf or Basic, as the case may be, to enter into definitive agreements with respect to the Financing date on the terms and conditions reflected in the Commitment Letter; (ii) to satisfy on a timely basis which all conditions applicable to it and Purchaser's obligation to Holdings in such definitive agreements no later than effect the Closing; and (iii) to consummate the Financing no later than the Closing. If any Party becomes aware that the 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 commercially reasonable efforts to obtain, and each of the other Parties shall use commercially reasonable efforts to assist the other Parties in obtaining, alternative financing on terms (taken in the aggregate) that are no less favorable to Holdings than those Closing set forth in the Commitment Letter Sections 7.1 and 7.2 hereof (other than that set forth in an amount (when added to cash of Basic Section 7.2(i) and Grey Wolf forecast those conditions that by their terms are 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 associated satisfied simultaneously with the transactions contemplated by this AgreementClosing) have been satisfied, to make any other payments necessary obtain alternate financing for the Acquisition as soon as possible on terms reasonably acceptable to consummate the transactions contemplated by this Agreement (the "Alternative Financing”)Purchaser. (b) Each Party shall provideConopco shall, and shall cause its Subsidiaries Affiliates to, cooperate with and assist Purchaser in all reasonable respects in the directors, officers, employees, consultants, advisors, legal counsel, accountants and other agents preparation of it and each of its Subsidiaries to provide, all cooperation 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 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 Conopco's obligations in respect thereof, Purchaser shall be solely responsible for preparation and content of all such disclosure documents. In addition, Conopco shall use its reasonable efforts to cause its independent auditors to deliver a customary "comfort" letter in connection with the Joint Lead Arrangers, including, without limitation, (i) participating on a timely basis in meetings, drafting sessions, due diligence sessions financial statements of the Business and other presentations, including presentations the information with potential lenders and with rating agencies; (ii) furnishing respect to the Joint Lead Arrangers Business included in Purchaser's offering memorandum as part of its Rule 144A offering and to each other Party as promptly as reasonably practicable all financial statementsmake appropriate personnel of such auditors available to discuss the information relating to the Business included in such offering memorandum. Moreover, pro forma statements, financial projections, business plans, budgets and other reasonably pertinent data and information Conopco shall use its reasonable efforts to cause its independent auditors to furnish such consents as may be available (or obtainable without unreasonable expense) and reasonably requested by either necessary for the inclusion of the Joint Lead Arrangers; (iii) participating in the marketing presentations and other marketing efforts financial statements of the Joint Lead Arrangers for Business audited by them in any portion registration statement of the Financing Purchaser under the 1933 Act or any report under the Alternative Financing 1934 Act as Purchaser shall be required to file with the SEC in connection with the Acquisition and assisting the Joint Lead Arrangers financing transactions in connection therewith. Without limiting the timely preparation obligations of bank information memoranda, presentations and similar documents and Conopco under Article XI of material for rating agency presentations; this Agreement (iv) it being responsible for, and indemnifying understood that Liabilities of the Joint Lead Arrangers and each other Party against, liability, cost Purchaser Indemnified Parties under any securities laws arising as a result of any misstatement or expense with respect to any financial or other information provided by such Party for incorporation into omission in any such memorandadocument based upon the representations and warranties of Conopco contained in this Agreement shall not constitute consequential damages), documents or material; (v) using commercially reasonable efforts to satisfy the conditions set forth in the Commitment Letter, including to obtain Purchaser shall indemnify Conopco 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, its Affiliates in form and substance reasonably satisfactory acceptable 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 Conopco from and all related obligations and commitments against any Liability under any Contract relating thereto and to obtain releases at the Closing securities laws as a result of all Liens granted to secure misstatements or omissions in 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 any guarantees, mortgages, pledge and security documents, other definitive financing documents or other certificates, legal opinions or documents as may be reasonably requested by either of the Joint Lead Arrangers; and (viii) taking such actions and providing such information and assistance as either of the Joint Lead Arrangers may reasonably request in connection with creating Liens upon or pledging collateral to secure the Financing or the Alternative Financingdocument. (c) Notwithstanding anything In connection with the matters set forth in Sections 6.22(b) and 6.24(b), Purchaser shall reimburse Conopco for out-of-pocket costs and expenses incurred after the date of this Agreement to Conopco's Accountants in connection with the contrarypreparation of audited or unaudited financial statements other than the Financial Statements and the Unaudited September Financial Statements for inclusion in the Proxy Statement or an SEC registration statement or Form 8-K of Purchaser. (d) 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 the 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 case including the event that either notes thereto, prepared on the Basic Merger or the Grey Wolf Merger is not consummated due to the failure to obtain the Financing (or any Alternative Financing) no Party shall have any liability to any other party arising out of such failure, provided, however, that the foregoing shall not relieve Grey Wolf or Basic, same basis as the case may be, of its obligations under Section 5.22(a) or Section 5.22(bUnaudited June Financial Statements (the "Unaudited September Financial Statements"), 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) and (ii) no other Party would have entered into this Agreement but for the agreement of the Parties set forth in this Section 5.22.