Common use of Alternative Financing Clause in Contracts

Alternative Financing. In furtherance and not in limitation of the foregoing provisions, if (i) Parent determines to seek to obtain any alternative financing from an Affiliate of Parent or Sponsor in connection with the closing of the transactions contemplated by this Agreement or (ii) any portion of the Equity Financing otherwise becomes unavailable on the terms and conditions contemplated in the Equity Commitment Letter or the definitive documents related to the Equity Financing for any reason, then Parent (in addition to complying with its other obligations under this Section 5.14) shall promptly notify the Company, indicating the reasons therefor and shall use its reasonable best efforts to arrange and obtain, as promptly as practicable following the occurrence of such event alternative financing from alternative sources in an amount at least equal to the Equity Financing or such unavailable portion thereof, as the case may be (the “Alternative Financing”) and Parent shall use its reasonable best efforts to obtain one or more new financing commitment letters with respect to any such Alternative Financing (the “New Commitment Letters”); provided, that in the case of clause (i), Parent may elect in its sole discretion to reject the terms and conditions of any such Alternative Financing and abandon pursuit thereof and not obtain a New Commitment Letter. Parent shall promptly provide a true, correct, complete and executed copy of any New Commitment Letters (and if applicable, any fee letter in connection therewith, which may be delivered with the fee amounts, “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Alternative Financing) to the Company. In the event that any New Commitment Letters are obtained and except for purposes of Section 4.2(g), (A) any reference in this Agreement to the “Financing Commitments” shall be deemed to include the Equity Commitment Letter to the extent not superseded by a New Commitment Letter at the time in question and any New Commitment Letters, as applicable, to the extent then in effect; and (B) any reference in this Agreement to the “Financing” shall mean the financing contemplated by the Equity Commitment Letter as modified pursuant to the foregoing. The obligations of Parent with respect to, and the obligations of Sponsor pursuant to, the Equity Commitment Letter shall not be affected by any Alternative Financing, provided, that if, at the Closing, cash is actually provided by such Alternative Financing, then Sponsor shall not be required to provide funding under the Equity Commitment Letter to the extent of such actually provided cash.

Alternative Financing. In furtherance Subject to the terms and not conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to obtain the Debt Financing on the terms and conditions described in limitation of the foregoing provisionsDebt Commitment Letters, if including (i) Parent determines to seek to obtain any alternative financing from an Affiliate of Parent or Sponsor maintaining in effect the Debt Commitment Letters until the Merger and the transactions contemplated in connection therewith are consummated in accordance with their respective terms (subject to amendment, modification and replacement as may be permitted under Section ‎6.6), (ii) satisfying, or causing to be satisfied, on a timely basis all conditions to the closing of and funding under the Debt Commitment Letters applicable to Parent and/or Merger Sub that are within its control, including paying when due all commitment fees and other fees arising under the Debt Commitment Letters as and when they become due and payable thereunder, and (iii) consummating the Debt Financing at or prior to the Effective Time in accordance with the terms of the Debt Commitment Letters; provided that Parent and/or Merger Sub may amend or modify the Debt Commitment Letters, and/or elect to replace all or any portion of the Debt Financing or increase the amount of debt financing to be obtained with alternative debt financing subject only to such conditions to funding as are substantially similar, or are not less favorable in aggregate, from the standpoint of the Company and its shareholders, than the terms and conditions as set forth in the Debt Commitment Letters as in effect on the date hereof (the “Alternative Financing”), in each case only so long as (A) the aggregate proceeds of the Debt Financing (as amended or modified) and/or the Alternative Financing, together with the amount of cash of the Company and its Subsidiaries on a consolidated basis, in each case available on the Closing Date, will be sufficient to fund the Required Amount and (B) such amendment or modification or the Alternative Financing contains no incremental conditionality to funding relating to the Debt Financing and would not prevent, materially delay or materially impede or impair the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement Agreement. Parent shall deliver to the Company true and complete copies of all Contracts or other arrangements pursuant to which any alternative sources have committed to provide the Alternative Financing (iithe “Alternative Financing Documents”) any (except for customary engagement and fee letters) as promptly as reasonably practicable after execution thereof. In the event a portion of the Equity Debt Financing otherwise (in an amount sufficient to cause the remaining portion of the Debt Financing to fall below the Required Amount) becomes unavailable on the terms and conditions contemplated in the Equity Debt Commitment Letter or the definitive documents related Letters such that and to the Equity Financing for any reasonextent is not replaced by the Alternative Financing, then Parent (in addition to complying with its other obligations under this Section 5.14) shall promptly notify the Company, indicating the reasons therefor and shall use its reasonable best efforts to arrange and obtain, as promptly as practicable following the occurrence of such event alternative financing from alternative sources in an amount at least equal to the Equity Financing or such unavailable portion thereof, as the case may be (the “Alternative Financing”) and Parent shall use its reasonable best efforts to obtain one or more new financing commitment letters with respect to any such Alternative Financing (the “New Commitment Letters”); provided, that in the case of clause (i), Parent may elect in its sole discretion to reject the terms and conditions of any such Alternative Financing and abandon pursuit thereof and not obtain a New Commitment Letter. Parent shall promptly provide a true, correct, complete and executed copy of any New Commitment Letters (and if applicable, any fee letter in connection therewith, which may be delivered with the fee amounts, “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Alternative Financing) to the Company. In the event that any New Commitment Letters are obtained and except for purposes of Section 4.2(g), (A) any reference in this Agreement to the “Financing Commitments” shall be deemed to include the Equity Commitment Letter to the extent not superseded by a New Commitment Letter at the time in question and any New Commitment Letters, as applicable, to the extent then in effect; and (B) any reference in this Agreement to the “Financing” shall mean the financing contemplated by the Equity Commitment Letter as modified pursuant to the foregoing. The obligations of Parent with respect to, and the obligations of Sponsor pursuant to, the Equity Commitment Letter shall not be affected by any Alternative Financing, provided, that if, at the Closing, cash is actually provided by such Alternative Financing, then Sponsor shall not be required to provide funding under the Equity Commitment Letter to the extent of such actually provided cash.

Alternative Financing. In furtherance and not in limitation of the foregoing provisions, if (i) Parent determines to seek to obtain any alternative financing from an Affiliate of Parent or Sponsor in connection with In the closing of the transactions contemplated by this Agreement or (ii) event that any portion of the Equity aggregate amount of the Debt Financing otherwise becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter, other than as a result of a termination of this Agreement in the Equity Commitment Letter or the definitive documents related to the Equity Financing for any reason, then Parent (in addition to complying accordance with its other obligations under this Section 5.14terms, Parent shall (i) shall promptly notify the CompanyMLP Entities and the Xxxxxxxxx Entities of such unavailability and, indicating to the reasons knowledge of Parent, the reason therefor and shall (ii) use its reasonable best efforts to arrange and obtain, as promptly as practicable following the occurrence of such event event, any alternative financing arrangement, including from alternative sources sources, on terms no less favorable to Parent than the terms of the Debt Commitment Letter and in an amount at least equal sufficient to enable the Equity Financing or Transactions to be consummated (such unavailable portion thereofarrangement, as the case may be (the an “Alternative Financing”) ; in such event, the terms “Debt Commitment Letter” and Parent shall use its reasonable best efforts to obtain one or more new financing commitment letters with respect to any such Alternative Financing (the “New Commitment Letters”); provided, that in the case of clause (i), Parent may elect in its sole discretion to reject the terms and conditions of any such Alternative Financing and abandon pursuit thereof and not obtain a New Commitment Letter. Parent shall promptly provide a true, correct, complete and executed copy of any New Commitment Letters (and if applicable, any fee letter in connection therewith, which may be delivered with the fee amounts, “flex” terms and other commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, conditionality, availability or termination of the Alternative Financing) to the Company. In the event that any New Commitment Letters are obtained and except for purposes of Section 4.2(g), (A) any reference in this Agreement to the “Financing Commitments” shall be deemed to include refer to such new commitment letters entered into in connection with such Alternative Financing and the Equity Commitment Letter to the extent not superseded by a New Commitment Letter at the time in question terms “Debt Financing” and any New Commitment Letters, as applicable, to the extent then in effect; and (B) any reference in this Agreement to the “Financing” shall mean be deemed to refer to the financing Alternative Financing contemplated thereby). (ii) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 6.5 shall require, and in no event shall the reasonable best efforts of Parent be deemed or construed to require Parent to pay fees or interest rates (taken as a whole) applicable to the Debt Financing in excess, other than by a de minimis amount, of those contemplated by the Equity Debt Financing Commitment Letter (including the market flex provisions), or agree to market flex terms (taken as modified pursuant a whole) less favorable, other than in a de minimis respect, to Parent or the foregoing. The obligations Company than such corresponding market flex term contained in or contemplated by the Debt Financing Commitment Letter (in either case, whether to secure waiver of any conditions contained therein or otherwise). (iii) In the event the Debt Commitment Letter is replaced in accordance with clause (i) above, Parent shall provide the MLP Entities and the Xxxxxxxxx Entities executed copies of the material documentation relating to any replacement commitment (including any fee letter with respect tothereto, and the obligations of Sponsor pursuant to, the Equity Commitment Letter shall not be affected by any Alternative Financing, provided, that if, at the Closing, cash is actually provided by such Alternative Financing, then Sponsor shall not be required to provide funding under the Equity Commitment Letter to the extent of such actually provided cashredacted in customary form).