Common use of Alternative Financing Clause in Contracts

Alternative Financing. Parent and Merger Subsidiary will give the Company prompt notice (a) of any actual or alleged breach or default by any party to any agreement in respect of the Debt Financing Commitment, (b) of the receipt of any written notice or other written communication from any source of Debt Financing with respect to any actual or alleged breach, default, termination or repudiation by any party to any agreement in respect of the Debt Financing Commitment, or (c) if Parent and Merger Subsidiary determine in good faith that they will not be able to satisfy any of the obligations to, or otherwise be able to obtain, some or any portion of the Debt Financing prior to the Outside Date. If any portion of the Debt Financing becomes unavailable, and such portion is required to fund the aggregate Merger Consideration, the Option Consideration, amounts necessary to repay all outstanding amounts under the Credit Agreement and all fees, expenses and other amounts related to or arising out of the transactions contemplated by this Agreement, Parent and Merger Subsidiary will use their reasonable best efforts to promptly arrange and obtain in replacement thereof alternative financing from alternative sources in an amount sufficient, when added to the portion of the Financing that is available together with any cash or cash equivalents held by the Company as of the Effective Time, to pay in cash the aggregate Merger Consideration, the Option Consideration, amounts necessary to repay all outstanding amounts under the Credit Agreement and all fees, expenses and other amounts relating to or arising out of the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, in no event will the reasonable best efforts of Parent be deemed or construed to require Parent to, and Parent will not be required to, (i) pay any fees in excess of those contemplated by the Debt Financing Commitment or the redacted fee letter accompanying the Debt Financing Commitment, (ii) agree to any term that is outside of, or less favorable than, any applicable economic provisions of the Debt Financing Commitment or any related fee letter, or (iii) amend or waive any of the terms or conditions hereof or under any of the Debt Financing Commitments. Any reference in this Agreement to (A) the “Debt Financing” will include any such alternative debt financing, (B) the “Financing” will include any such alternative financing, (C) the “Debt Financing Commitment” will include any such alternative debt commitment, (D) the “Financing Commitments” will include any such alternative financing commitments, and (E) the “Debt Financing Agreement” will include the definitive agreement(s) with respect to any such alternative debt financing. Parent will keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange any alternative financing and provide copies of all documents provided to the lenders or otherwise related to such alternative financing to the Company.

Alternative Financing. Parent Prior to the Closing and Merger Subsidiary will give subject to the Company prompt notice terms and conditions of this Agreement, each Buyer Party shall use its reasonable best efforts to obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter, including (ai) maintaining in effect the Debt Commitment Letter until the Transactions are consummated in accordance with their terms (subject to amendment, modification and replacement as may be permitted under Section 6.5), (ii) satisfying, or causing to be satisfied, on a timely basis all conditions to the closing of any actual and funding under the Debt Commitment Letter applicable to each Buyer Party that are within its control, including paying when due all commitment fees and other fees arising under the Debt Commitment Letter as and when they become due and payable thereunder, and (iii) assuming that all of the conditions set forth in Sections 7.1 and 7.2 have been satisfied, consummating the Debt Financing at or alleged breach or default by any party prior to any agreement the Effective Time in respect accordance with the terms of the Debt Financing CommitmentCommitment Letter; provided, (b) of the receipt of any written notice that each Buyer Party may amend or other written communication from any source of Debt Financing with respect to any actual or alleged breach, default, termination or repudiation by any party to any agreement in respect of modify the Debt Financing CommitmentCommitment Letter, or (c) if Parent and Merger Subsidiary determine in good faith that they will not be able and/or elect to satisfy any of the obligations to, or otherwise be able to obtain, some replace all or any portion of the Debt Financing prior 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 Letter as in effect on the date hereof (any financing provided pursuant to the Outside Date. If Debt Commitment Letter as so amended or modified, and any portion such replacement debt financing, the “Alternative Financing”), in each case only so long as (A) the aggregate proceeds of the Debt Financing becomes unavailable(as amended or modified) and/or the Alternative Financing, together with the Equity Financing and such portion is required 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 aggregate Merger Consideration, Required Amount and (B) such amendment or modification or the Option Consideration, amounts necessary Alternative Financing contains no incremental conditionality to repay all outstanding amounts under the Credit Agreement and all fees, expenses and other amounts related to or arising out of the transactions contemplated by this Agreement, Parent and Merger Subsidiary will use their reasonable best efforts to promptly arrange and obtain in replacement thereof alternative financing from alternative sources in an amount sufficient, when added funding relating to the portion Debt Financing and would not prevent, materially delay or materially impede or impair the ability of the Financing that is available together with any cash or cash equivalents held by the Company as of the Effective Time, each Buyer Party to pay in cash the aggregate Merger Consideration, the Option Consideration, amounts necessary to repay all outstanding amounts under the Credit Agreement and all fees, expenses and other amounts relating to or arising out of consummate the transactions contemplated by this Agreement. Notwithstanding anything herein Parent shall deliver to the contrary, in no Company true and complete copies of all Contracts pursuant to which any alternative sources have committed to provide the Alternative Financing (the “Alternative Financing Documents”) (except for customary engagement and fee letters) as promptly as reasonably practicable after execution thereof. In the event will the reasonable best efforts of Parent be deemed or construed to require Parent to, and Parent will not be required to, (i) pay any fees in excess of those contemplated by the Debt Financing Commitment or the redacted fee letter accompanying the Debt Financing Commitment, (ii) agree to any term that is outside of, or less favorable than, any applicable economic provisions a portion of the Debt Financing Commitment or any related fee letter, or (iii) amend or waive any of in an amount sufficient to cause the terms or conditions hereof or under any remaining portion of the Debt Financing Commitments. Any reference to fall below the Required Amount) becomes unavailable on the terms and conditions contemplated in this Agreement to (A) the “Debt Financing” will include any Commitment Letter such alternative debt financing, (B) the “Financing” will include any such alternative financing, (C) the “Debt Financing Commitment” will include any such alternative debt commitment, (D) the “Financing Commitments” will include any such alternative financing commitments, that and (E) the “Debt Financing Agreement” will include the definitive agreement(s) with respect to any such alternative debt financing. Parent will keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange any alternative financing and provide copies of all documents provided to the lenders or otherwise related to such alternative financing to extent is not replaced by the Alternative Financing, Parent shall promptly notify the Company.

Alternative Financing. Parent and Merger Subsidiary will give (i) Acquiror shall have the Company prompt notice (a) right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter or any actual or alleged breach or default by any party to any agreement in respect of the Debt Financing Commitment, (b) of the receipt of any written notice or other written communication from any source of Debt Financing definitive agreements with respect to any actual the Acquisition Financing provided for in the Commitment Letter, and/or substitute other debt or alleged breach, default, termination or repudiation by any party to any agreement in respect of the Debt Financing Commitment, or equity financing (c“Alternative Financing”) if Parent and Merger Subsidiary determine in good faith that they will not be able to satisfy any of the obligations to, or otherwise be able to obtain, some for all or any portion of the Debt Acquisition Financing prior from the same and/or other Alternative Financing Sources, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter or any definitive agreements with respect to the Outside Date. If Acquisition Financing that amends the Acquisition Financing and/or the substitution of Alternative Financing for all or any portion of the Debt Acquisition Financing becomes unavailableshall not (A) expand upon the conditions precedent or contingencies to the funding on the Closing Date of the Acquisition Financing as set forth in the Commitment Letter, and such portion is required (B) contain terms that would reasonably be expected to fund prevent, impede or delay the aggregate Merger Consideration, the Option Consideration, amounts necessary to repay all outstanding amounts under the Credit Agreement and all fees, expenses and other amounts related to or arising out consummation of the transactions contemplated hereunder beyond the timing contemplated by this Agreementthe prior Commitment Letter, Parent and Merger Subsidiary will use their reasonable best efforts to promptly arrange and obtain in replacement thereof alternative financing from alternative sources in an amount sufficient, when added (C) except to the portion extent that Alternative Financing shall replace all or part of the Acquisition Financing that is available together provided for in the Commitment Letter, adversely impact the ability of Acquiror to enforce its rights against the Lender under the Commitment Letter or the definitive agreements with any cash or cash equivalents held by respect thereto and (D) cause the Company aggregate amount of the Acquisition Financing and the Alternative Financing to be less than the amount of the Acquisition Financing provided for in the Commitment Letter as of the Effective Timedate hereof. (ii) Acquiror shall be permitted to reduce the amount of Acquisition Financing under the Commitment Letter or any definitive agreements with respect to the Acquisition Financing in its reasonable discretion, provided that Acquiror shall not reduce the Acquisition Financing to an amount committed below the amount that is required, together with the proceeds of any Alternative Financing and the financial resources of Acquiror, including cash on hand and marketable securities of Acquiror, to pay consummate the transactions contemplated hereunder, and provided, further, that such reduction shall not (A) expand upon the conditions precedent or contingencies to the funding on the Closing Date of the Acquisition Financing as set forth in cash the aggregate Merger ConsiderationCommitment Letter, (B) contain terms that would reasonably be expected to prevent, impede or delay the Option Consideration, amounts necessary to repay all outstanding amounts under the Credit Agreement and all fees, expenses and other amounts relating to or arising out consummation of the transactions contemplated by this Agreement. Notwithstanding anything herein to hereunder beyond the contrary, in no event will the reasonable best efforts of Parent be deemed or construed to require Parent to, and Parent will not be required to, (i) pay any fees in excess of those timing contemplated by the Debt Financing prior Commitment Letter or (C) adversely impact the ability of Acquiror to enforce its rights against the Lender under the Commitment Letter or the redacted fee letter accompanying definitive agreements with respect thereto. Acquiror shall disclose to the Debt Financing CommitmentCompany promptly its intention to amend, (ii) agree to any term that is outside ofreplace, supplement or less favorable than, any applicable economic provisions of modify the Debt Financing Commitment Letter or any related fee letter, or (iii) amend or waive any definitive agreements with respect to the Acquisition Financing provided for in the Commitment Letter and shall keep the Company reasonably informed of the terms or conditions hereof or under any of the Debt Financing Commitments. Any reference in this Agreement to (A) the “Debt Financing” will include any such alternative debt financing, (B) the “Financing” will include any such alternative financing, (C) the “Debt Financing Commitment” will include any such alternative debt commitment, (D) the “Financing Commitments” will include any such alternative financing commitments, and (E) the “Debt Financing Agreement” will include the definitive agreement(s) with respect to any such alternative debt financing. Parent will keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange any alternative financing and provide copies of all documents provided to the lenders or otherwise related to such alternative financing to the Companythereof.