Common use of Debt Financed Cash Consideration Clause in Contracts

Debt Financed Cash Consideration. (a) Prior to or simultaneous with the Closing and pursuant to the Term Loan Agreement, Acquirer shall use its best efforts to borrow at least $300 million of the Cash Consideration (the “Debt Financed Cash Consideration”) under indebtedness for which Contributor bears all of the economic risk of loss as defined by Treasury Regulation Section 1.752-2, in a manner such that the proceeds of such borrowing are allocable to the distribution of the Debt Financed Cash Consideration to Contributor pursuant to Treasury Regulation Section 1.707-5(b)(1) and Temporary Treasury Regulation 1.163-8T (the full amount of such borrowing, and any “refinancing” of such borrowing treated as the liability it refinances pursuant to Treasury Regulation Section 1.707-5(c), the “Acquirer Debt”). (b) The Parties intend that, because Contributor will bear the economic risk of loss as defined by Treasury Regulation Section 1.752-2 for the entire amount of the Acquirer Debt, the entire amount of the Debt Financed Cash Consideration made to Contributor shall qualify as a “debt-financed transfer” under Treasury Regulation Section 1.707-5(b) and accordingly, such amount will not be taken into account as part of a “disguised sale” of property contributed to Acquirer under Treasury Regulations Section 1.707-3. (c) The Parties hereby agree (and agree on behalf of their respective Affiliates) that, as of the Closing Date, the Parties (and their respective Affiliates) have no plan to repay or otherwise reduce the principal balance of the Acquirer Debt that is outstanding immediately after the Closing Date. (d) The Parties shall act at all times in a manner consistent with the foregoing provisions of this Section 5.3, except with the prior written consent of Parent or as otherwise required by applicable Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.

Debt Financed Cash Consideration. (a) Prior to or simultaneous with the Closing and pursuant to Closing, the Term Loan Agreement, Acquirer Partnership shall use its best efforts to borrow at least $300 million 50,000,000 (the “Minimum Acquirer Debt”) of the Cash Consideration (the “Debt Financed Cash Consideration”) under indebtedness for which Contributor no partner of the Partnership or any related Person bears all of the economic risk of loss as defined by Treasury Regulation Section 1.752-2, in a manner such that the proceeds of such borrowing are allocable to the distribution of the Debt Financed Cash Consideration to Contributor SPPR as payment of the Cash Consideration pursuant to Treasury Regulation Section 1.707-5(b)(1) and Temporary Treasury Regulation 1.163-8T (the full amount of such borrowing, and any “refinancing” of such borrowing treated as the liability it refinances pursuant to Treasury Regulation Section 1.707-5(c), the “Acquirer Debt”). (b) The Parties intend that, because Contributor will bear that the economic risk of loss as defined by Treasury Regulation Section 1.752-2 for the entire amount of the Minimum Acquirer Debt, the entire amount of the Debt Financed Cash Consideration made to Contributor shall qualify as a “debt-financed transfer” to the extent of SPPR’s allocable share of the Minimum Acquirer Debt under Treasury Regulation Section 1.707-5(b) and accordingly, such amount will not be taken into account as part of a “disguised sale” of property contributed to Acquirer the Partnership under Treasury Regulations Section 1.707-3. (c) The Parties hereby agree (and agree on behalf of their respective Affiliates) that, as of the Closing Date, the Parties (and their respective Affiliates) have no plan to repay or otherwise reduce the principal balance of the Acquirer Debt that is outstanding immediately after the Closing DateDate below the Minimum Acquirer Debt. (d) The Parties shall act at all times in a manner consistent with the foregoing provisions of this Section 5.3, except with the prior written consent of Parent Western or as otherwise required by applicable Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.

Debt Financed Cash Consideration. (a) Prior In connection with the Closing, the Acquirer shall borrow an amount equal to or simultaneous with the Closing and pursuant to the Term Loan Agreement, Acquirer shall use its best efforts to borrow at least $300 million exceeding forty percent (40%) of the Cash Consideration (the “Debt Financed Cash Consideration”) under indebtedness for which Contributor no partner of the Acquirer or any related Person bears all of the economic risk of loss as defined by Treasury Regulation Section section 1.752-2, 2 and shall utilize the proceeds of such borrowing in a manner such that the proceeds of such borrowing are allocable to the distribution of the Debt Financed Cash Consideration to the Contributor as part of the payment of the Cash Consideration pursuant to Treasury Regulation Section section 1.707-5(b)(1) and Temporary Treasury Regulation section 1.163-8T (the full amount of such borrowing, and any “refinancing” of such borrowing treated as the liability it refinances pursuant to Treasury Regulation Section section 1.707-5(c), the “Acquirer Debt”). (b) The Parties intend that, because Contributor will bear the economic risk of loss as defined by Treasury Regulation Section 1.752-2 for the entire amount of the Acquirer Debt, the entire amount of that the Debt Financed Cash Consideration made paid to the Contributor shall qualify as a “debt-financed transfer,” under Treasury Regulation Section 1.707-5(b) and accordingly, such amount will a portion of which is not be taken into account as part of a “disguised sale” of property contributed to Acquirer (under Treasury Regulations Section Regulation sections 1.707-33 and 1.707-5(b)) of the Contributed Interests and the Contributed Assets. (c) The Parties hereby agree For a period of one (and agree on behalf of their respective Affiliates1) that, as of year following the Closing Date, the Parties Contributor and the Acquirer shall ensure (and shall cause their respective AffiliatesAffiliates to ensure) have no plan to repay or otherwise reduce that the Acquirer Debt will not be less than the entire outstanding principal balance of the Acquirer Debt that is outstanding immediately after the Closing DateClosing. (d) The Parties shall act at all times in a manner consistent with the foregoing provisions of this Section 5.3, except with the prior written consent of Parent the Contributor or as otherwise required by applicable Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.