Common use of Alternative Financing Clause in Contracts

Alternative Financing. If any portion of the Financing becomes unavailable, or Parent becomes aware of any event or circumstance that makes any portion of the Financing unavailable on the terms and conditions (including any “flex” provisions in the Fee Letter) contemplated in the Commitment Letter, Parent will promptly notify the Company in writing and Parent will use its reasonable best efforts to, as promptly as practicable following the occurrence of such event, (i) arrange and obtain the Financing or such portion of the Financing from the same or alternative sources in an amount sufficient to assure the availability of the amount necessary to pay the Required Amount, together with all unrestricted cash of the Company, at the Closing (A) on terms and conditions not materially less favorable in the aggregate to Parent and Merger Sub than those contained in the Commitment Letter and the Fee Letter (provided that such reasonable best efforts shall not include requiring Parent to pay any additional fees or to increase any interest rates applicable to the Financing in excess of the amount set forth in the Commitment Letter and the Fee Letter (after giving effect to the maximum amount of any “flex” provisions) on the date of this Agreement) or, if such terms and conditions are not then available, on such other terms that are acceptable to Parent in its sole discretion and (B) containing conditions to the funding of the Financing, conditions to Closing and related terms that (1) are not materially more onerous than those conditions contained in the Commitment Letter and (2) would not reasonably be expected to delay the Closing or make the Closing materially less likely to occur (the “Alternative Financing”) and (ii) obtain one or more new financing commitment letters with respect to such Alternative Financing (the “New Commitment Letter”), which New Commitment Letter will replace the existing Commitment Letter in whole or in part. Parent will promptly provide a copy of any New Commitment Letter (and any fee letter in connection therewith or other agreements related thereto, subject to redaction of fee amounts, pricing caps and other economic terms so long as no redaction covers terms that would adversely affect the amount, timing, conditionality, availability or termination of the Financing) to the Company. In the event that any New Commitment Letter is obtained, (A) any reference in this Agreement to the “Commitment Letter” will be deemed to include the Commitment Letter to the extent not superseded by a New Commitment Letter at the time in question and any New Commitment Letter to the extent then in effect and (B) any reference in this Agreement to the “Financing” will be deemed to mean the debt financing contemplated by the Commitment Letter as modified pursuant to the foregoing.

Alternative Financing. If 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, or Parent becomes aware of any event or circumstance that makes any portion of the Financing unavailable on the terms and conditions (including any “flex” provisions in the Fee Letter) contemplated in the Equity Commitment LetterLetter or the definitive documents related to the Equity Financing for any reason, then Parent will (in addition to complying with its other obligations under this Section 5.14) shall promptly notify the Company in writing Company, indicating the reasons therefor and Parent will shall use its reasonable best efforts toto arrange and obtain, as promptly as practicable following the occurrence of such event, (i) arrange and obtain the Financing or such portion of the Financing event alternative financing from the same or alternative sources in an amount sufficient to assure the availability of the amount necessary to pay the Required Amount, together with all unrestricted cash of the Company, at the Closing (A) on terms and conditions not materially less favorable in the aggregate to Parent and Merger Sub than those contained in the Commitment Letter and the Fee Letter (provided that such reasonable best efforts shall not include requiring Parent to pay any additional fees or to increase any interest rates applicable least equal to the Equity Financing in excess of or such unavailable portion thereof, as the amount set forth in the Commitment Letter and the Fee Letter (after giving effect to the maximum amount of any “flex” provisions) on the date of this Agreement) or, if such terms and conditions are not then available, on such other terms that are acceptable to Parent in its sole discretion and (B) containing conditions to the funding of the Financing, conditions to Closing and related terms that (1) are not materially more onerous than those conditions contained in the Commitment Letter and (2) would not reasonably case may be expected to delay the Closing or make the Closing materially less likely to occur (the “Alternative Financing”) and (ii) 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 LetterLetters”); provided, which 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 will replace the existing Commitment Letter in whole or in partLetter. Parent will shall promptly provide a true, correct, complete and executed copy of any New Commitment Letter Letters (and if applicable, any fee letter in connection therewith or other agreements related theretotherewith, subject to redaction of which may be delivered with the fee amounts, pricing caps “flex” terms and other economic terms commercially sensitive information redacted in a customary manner so long as no redaction covers terms that would adversely affect the amount, timing, conditionality, availability or termination of the Alternative Financing) to the Company. In the event that any New Commitment Letter is obtainedLetters are obtained and except for purposes of Section 4.2(g), (A) any reference in this Agreement to the “Commitment LetterFinancing Commitments” will 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 Letter Letters, as applicable, to the extent then in effect effect; and (B) any reference in this Agreement to the “Financing” will be deemed to shall mean the debt 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. If (i) In the event that any portion of the aggregate amount of the Debt Financing becomes unavailable, or Parent becomes aware of any event or circumstance that makes any portion of the Financing unavailable on the terms and conditions (including any “flex” provisions in contemplated by the Fee Letter) contemplated in the Debt Commitment Letter, other than as a result of a termination of this Agreement in accordance with its terms, Parent will shall (i) promptly notify the Company in writing MLP Entities and Parent will the ▇▇▇▇▇▇▇▇▇ Entities of such unavailability and, to the knowledge of Parent, the reason therefor and (ii) use its reasonable best efforts toto obtain, as promptly as practicable following the occurrence of such event, (i) arrange and obtain any alternative financing arrangement, including from alternative sources, on terms no less favorable to Parent than the Financing or such portion terms of the Financing from the same or alternative sources Debt Commitment Letter and in an amount sufficient to assure enable the availability of the amount necessary Transactions to pay the Required Amountbe consummated (such arrangement, together with all unrestricted cash of the Company, at the Closing (A) on terms and conditions not materially less favorable in the aggregate to Parent and Merger Sub than those contained in the Commitment Letter and the Fee Letter (provided that such reasonable best efforts shall not include requiring Parent to pay any additional fees or to increase any interest rates applicable to the Financing in excess of the amount set forth in the Commitment Letter and the Fee Letter (after giving effect to the maximum amount of any “flex” provisions) on the date of this Agreement) or, if such terms and conditions are not then available, on such other terms that are acceptable to Parent in its sole discretion and (B) containing conditions to the funding of the Financing, conditions to Closing and related terms that (1) are not materially more onerous than those conditions contained in the Commitment Letter and (2) would not reasonably be expected to delay the Closing or make the Closing materially less likely to occur (the an “Alternative Financing”) ; in such event, the terms “Debt Commitment Letter” and “Commitment Letters” shall be deemed to refer to such new commitment letters entered into in connection with such Alternative Financing and the terms “Debt Financing” and “Financing” shall be deemed to refer to the Alternative Financing contemplated thereby). (ii) obtain one 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 more new financing commitment letters with respect construed to such Alternative 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 “New Commitment Letter”), which New Commitment Letter will replace the existing Commitment Letter in whole or in part. Parent will promptly provide a copy of any New Debt Financing Commitment Letter (including the market flex provisions), or agree to market flex terms (taken as a whole) less favorable, other than in a de minimis respect, to Parent or the 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 ▇▇▇▇▇▇▇▇▇ Entities executed copies of the material documentation relating to any replacement commitment (including any fee letter in connection therewith or other agreements related with respect thereto, subject to redaction of fee amounts, pricing caps and other economic terms so long as no redaction covers terms that would adversely affect the amount, timing, conditionality, availability or termination of the Financing) to the Company. In the event that any New Commitment Letter is obtained, (A) any reference redacted in this Agreement to the “Commitment Letter” will be deemed to include the Commitment Letter to the extent not superseded by a New Commitment Letter at the time in question and any New Commitment Letter to the extent then in effect and (B) any reference in this Agreement to the “Financing” will be deemed to mean the debt financing contemplated by the Commitment Letter as modified pursuant to the foregoingcustomary form).

Alternative Financing. If In the event any portion of the Financing becomes unavailable, or Parent becomes aware of any event or circumstance that makes any portion of the Financing unavailable on the terms and conditions (including any “market flex” provisions in the Fee Letterprovisions) contemplated in the Commitment Letter, and such portion is reasonably necessary to fund the Required Amount (after taking into account cash on hand and cash equivalents available to the Parent and Merger Sub and cash on hand and cash equivalents of the Company and its Subsidiaries reasonably expected to be available to Parent and Merger Sub at the Merger Closing), Parent will promptly notify the Company orally and in writing and Parent will use its reasonable best efforts to, : (i) as promptly as practicable following the occurrence of such event, (i) arrange and obtain the Financing or such portion of the Financing financing from the same or alternative sources in an amount sufficient to assure the availability replace any unavailable portion of the amount Financing necessary to pay the Required Amount, together with all unrestricted Amount (after taking into account cash on hand and cash equivalents then available to Parent and Merger Sub and cash on hand and cash equivalents of the Company, Company and its Subsidiaries reasonably expected to be available to Parent and Merger Sub at the Closing (A) Merger Closing), on terms and conditions that are then commercially reasonable in the aggregate (it being understood and agreed that terms and conditions that are not materially less favorable in the aggregate to Parent and Merger Sub than those contained in the Commitment Letter shall be deemed to be so commercially reasonable) (provided, that any such alternative financing and the Fee Letter (provided that such reasonable best efforts commitment letter(s) and fee letter(s) associated therewith shall not include requiring Parent to pay any additional fees or to increase any interest rates applicable require the prior written consent of the Company to the Financing in excess of extent containing any terms or conditions that would require the amount set forth in the Commitment Letter and the Fee Letter (after giving effect to the maximum amount of any “flex” provisionsCompany’s consent under Section 7.17(a)) on the date of this Agreement) or, if such terms and conditions are not then available, on such other terms that are acceptable to Parent in its sole discretion and (B) containing conditions to the funding of the Financing, conditions to Closing and related terms that (1) are not materially more onerous than those conditions contained in the Commitment Letter and (2) would not reasonably be expected to delay the Closing or make the Closing materially less likely to occur (the “Alternative Financing”) ); and (ii) subject to the foregoing, obtain one or more new financing commitment letters with respect to such Alternative Financing (the each, a “New Commitment Letter”), which New Commitment Letter will replace the existing Commitment Letter in whole or in part. Parent will shall promptly provide the Company with a true, correct and complete copy of any New Commitment Letter (Letter, together with any exhibits, schedules, and annexes thereto, and a true, correct and complete copy of any fee letter in connection therewith or other agreements related thereto, subject (which fee letter may be redacted as to redaction of fee amounts, pricing caps “market flex” terms, and other similar economic terms so long as no redaction covers terms that such redactions would not reduce the amount of the Financing below the Required Amount or adversely affect the amount, timing, conditionality, availability availability, enforceability, or termination of the Financing) to the Company). In the event that any New Commitment Letter is obtainedobtained in accordance with the terms of this Agreement, (A1) any reference in this Agreement to the “Commitment Letter” will be deemed to include shall mean the Commitment Letter Letter, to the extent not superseded by a one or more New Commitment Letter Letters (or any related fee letter(s)) at the time in question question, and any New Commitment Letter (and any related fee letter(s)) to the extent then in effect effect, and (B2) any reference in this Agreement to the “Financing” will be deemed to mean the debt financing Financing contemplated by the Commitment Letter as modified pursuant to the foregoing. Notwithstanding anything to the contrary in this Agreement, this Section 7.17(d) shall not limit or adversely affect any rights or remedies the Company may have under this Agreement.