Common use of Class B Purchaser Financing Clause in Contracts

Class B Purchaser Financing. (a) The Class B Purchasers shall use their reasonable best efforts to take, and cause to be taken, all actions and to do, and to cause to be done, all things necessary, proper, or advisable to arrange, consummate and obtain (i) the Equity Financing on the terms and conditions described in the Equity Commitment Letter and (ii) the Debt Financing on the terms and conditions described in the Credit Agreement, in each case, on the Initial Closing Date and, if applicable, the Additional Closing Date (in an amount, on the Additional Closing Date, sufficient to pay the Additional Aggregate Class B Purchase Price), including (A) using reasonable best efforts to comply with and maintain in full force and effect the Equity Commitment Letter and the Credit Agreement, (B) using reasonable best efforts to timely negotiate and enter into any additional definitive agreements with respect to the Debt Financing on terms and conditions contemplated by the Credit Agreement (any such agreements, collectively with the Credit Agreement, the “Financing Definitive Agreements”), (C) satisfying or causing to be waived on a timely basis (and, in any event, at or prior to Initial Closing) all conditions to funding the Financing in such Equity Commitment Letter and the Financing Definitive Agreements that are within their, and as to each Class B Purchaser, its, control, (D) using reasonable best efforts to consummate the Financing at or prior to the Initial Closing, (E) enforcing their rights under the Equity Commitment Letter and the Credit Agreement, (F) if the conditions set forth in Section 2.05 and Section 2.06 have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Initial Closing, but subject to the satisfaction or waiver of such conditions at the Initial Closing), consummating the Financing at the Initial Closing and (G) in the event there is an Additional Closing, (I) complying with all covenants under the Credit Agreement to maintain such agreement in full force and effect and (II) satisfying all other obligations thereunder, including satisfying or causing to be waived on a timely basis (and, in any event, on or prior to the Additional Closing) all conditions to funding, to ensure the Financing is available on the Additional Closing Date to pay the Additional Aggregate Class B Purchase Price and payment of all fees and expenses of the Class B Purchasers due and payable at the Additional Closing. The Class B Purchasers shall not amend, restate, amend and restate, replace, supplement, or otherwise modify or waive any of their rights under the Equity Commitment Letter or any Financing Definitive Agreement or substitute other debt or equity financing for all or any portion of the Debt Financing from the same or alternative financing sources; provided that the Class B Purchasers may amend, restate, amend and restate, supplement, or otherwise modify or waive any of their rights under, the Financing Definitive Agreements, so long as any such amendment, restatements, amendment and restatement, replacement, supplement, or other modification to or waiver of any provisions of such Financing Definitive Agreements shall not (i) permit the syndication of the Debt Financing to parties that are not commercial banks and their Affiliates or a Class B Purchaser or Affiliates of the Class B Purchasers, (ii) expand upon the conditions precedent to the funding on the Initial Closing Date or the Additional Closing Date of the Debt Financing as set forth in the Credit Agreement on the Execution Date or otherwise modify the Financing Definitive Agreements in a manner that would, or would reasonably be likely to, prevent, impede, or delay the Initial Closing or the Additional Closing, including in respect of the availability of the Debt Financing, or by releasing or consenting to the termination of any Financing Definitive Agreement prior to the first to occur of the Initial Closing or the Additional Closing and the expiration of the Credit Agreement in accordance with its terms, (iii) reduce the amount of the Debt Financing or reduce the Financing Parties’ commitments under the Credit Agreement (other than as a result of an assignment of a Financing Parties’ commitment to another Financing Party) unless such reduced amount, when combined with the Equity Financing (including any increase thereto) is sufficient to satisfy the Class B Purchasers’ obligations, contemplated by this Agreement, including the payment of the Initial Aggregate Class B Purchase Price at the Initial Closing and the Additional Aggregate Class B Purchase Price at the Additional Closing and payment of all fees and expenses of the Class B Purchasers due and payable at the Initial Closing and the Additional Closing, or (iv) affect the ability of the Class B Purchasers to enforce their rights against the Financing Parties or the Sponsor under the Credit Agreement or the Equity Commitment Letter, respectively. (b) Prior to the Initial Closing, the Company and NEP shall, and shall use their reasonable best efforts to cause each of the Company’s and NEP’s respective officers, directors, managers, employees, advisors, third party consultants, and engineers and the Company’s Subsidiaries to, cooperate, in all cases at the Class B Purchasers’ sole cost and expense upon reasonable advance notice by the Class B Purchasers in connection with the Class B Purchasers’ efforts to arrange, consummate, and obtain the Debt Financing (collectively the “Financing Arrangements”) (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of NEP, the Company or any of the Company’s Subsidiaries), including (i) participating and causing appropriate senior management personnel of NEP or the Company to participate in meetings and telephone calls with a reasonable number of prospective lenders under the Debt Financing in connection with the syndication thereof upon reasonable notice and at a time and location to be mutually agreed, (ii) reasonably cooperating with the due diligence efforts of the lenders that are parties to the Credit Agreement, as such due diligence relates to the Company, its Subsidiaries, the Acquired Assets, or NEP; (iii) obtaining the consents and authorizations of accountants and consultants for use of their reports in any materials related to the Debt Financing; (iv) reasonably cooperating in the preparation of any appropriate and customary offering memorandum, bank book, or similar documents used in connection with the syndication and marketing of the Financing Arrangements (including the delivery of customary authorizations and representation letters for any offering memorandum or bank book); (v) having the Company acknowledge the pledge of the applicable Class B Units and by facilitating the Financing Parties’ perfecting any security interest therein; provided that no such action shall be effective until the Initial Closing or the Additional Closing, as applicable, and (vi) providing all documentation and other information about the Company as is reasonably requested by the Class B Purchaser Representative, which is required with respect to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and that is required under the Credit Agreement; provided that neither the Company nor NEP (nor any of their respective Affiliates, directors, officers, managers, managing members, or general partners) shall be required to (A) execute any documents, including any Financing Definitive Agreements, in connection with the Financing, (B) consent to or approve the terms of the Financing Arrangements or any Financing Definitive Agreements, or adopt any resolutions with respect thereto, (C) take any action that would or would reasonably be expected to cause the Company or NEP or any of their respective Affiliates, directors, managers, managing members, officers, employees or other representatives to incur any personal liability, (D) be required to deliver any legal opinions or accountants’ cold comfort letters or reliance letters, (E) be required to provide any information or other document to the extent (y) the provision thereof would or would reasonably be expected to violate a confidentiality or other agreement with a third party, violate its Organizational Documents or any Law, rule, regulation, court order, or other legal restriction, or result in a loss of attorney-client privilege or other privilege or (z) such information or document constitutes attorney work product, (F) be required to (y) pay any commitment or other fee or (z) incur any expense or liability in connection with compliance with this Section 5.04, (G) have or incur any liability or any obligation under the Equity Commitment Letter or any Financing Definitive Agreement (or alternative financing that the Class B Purchasers may raise in connection with the transactions contemplated by this Agreement), (H) be required to incur any other liability or obligation in connection with the Financing (or any alternative financing that the Class B Purchasers may raise in connection with the transactions contemplated by this Agreement in accordance with clause (e) below), or (I) be required to take any action that would result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or a default under, any Contract to which the Company or NEP is a party. (c) If reasonably requested by the Class B Purchasers or any of their Affiliates, following the Initial Closing and the exercise of the Call Option, the Company and NEP will provide the following cooperation: (i) in connection with such Class B Purchasers’ entering into any Qualifying Financing, providing such cooperation and assistance as such Class B Purchasers or Affiliates thereof may reasonably request (including, without limitation, (A) entering into one or more “issuer agreements” following the Execution Date, in form and substance mutually agreed upon by NEP, the Class B Purchasers and the lenders party thereto, solely to the extent required in connection with (1) a refinancing of the Qualifying Financing by the Class B Purchasers, (2) alternative financing to fund the payment of the Additional Aggregate Class B Purchase Price, as contemplated by Section 5.04(e), or (3) additional or substitute financing in connection with any exercise of the Call Option, Class B COC Option, or NEP Change of Control Option in order to permit the Class B Purchasers to repay in full the amount of Indebtedness secured by pledges of the Class B Units to be acquired pursuant to the exercise of such Call Option, NEP Change of Control Option, or Class B COC Option, as contemplated by Section 7.02, Section 7.03, or Section 7.04 of the A&R LLC Agreement, as applicable, and (B) permitting (x) the Class B Purchasers to transfer, assign, and contribute to its Affiliates any NEP Non-Voting Units or the right to receive any such NEP Non-Voting Units in accordance with the NEP Partnership Agreement and the A&R LLC Agreement, (y) the parties to any Qualifying Financing to make any reasonable and necessary amendments to the Credit Agreement prior to a draw of any Qualifying Financing, including amendments necessary for the lenders to perfect first priority security interests in any pledged NEP Non-Voting Units or NEP Common Units received upon conversion, and (z) the Class B Purchaser to assign to its Affiliates its rights under the Registration Rights Agreement in accordance with the terms thereof), (ii) using commercially reasonable efforts to enable the deposit of the pledged NEP Non-Voting Units in book-entry form on the books of The Depository Trust Company, when eligible to do so, and (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged NEP Non-Voting Units in the name of the relevant lender, counterparty, custodian or similar party to any Qualifying Financing, as securities intermediary and as record owner and only to the extent such Purchaser or its Affiliates continues to beneficially own such pledged NEP Non-Voting Units. (d) The Company and NEP hereby consent to the use of the Company’s and NEP’s logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage NEP or the Company or the reputation or goodwill of NEP or the Company. (e) If all or any portion of the Debt Financing becomes unavailable on the terms (which terms include any applicable “flex” rights) and conditions contemplated in the Credit Agreement, the Class B Purchasers shall (i) immediately notify the Company and NEP of such unavailability and the reasons thereof, and (ii) use reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, (y) alternative financing for any such portion from the same or alternative sources on terms and conditions that are not materially less favorable in the aggregate to the Class B Purchasers than the financing contemplated by the Credit Agreement and (z) one or more new Financing Definitive Agreements with respect to such alternative financing. The proceeds from any alternative financing shall be sufficient to pay, when added with the Equity Financing, the entire amount of the (A) Initial Aggregate Class B Purchase Price on the Initial Closing Date and all related fees and expenses of the Class B Purchasers due and payable at the Initial Closing; and (B) Additional Aggregate Class B Purchase Price on the Additional Closing Date and all related fees and expenses of the Class B Purchasers due and payable at the Additional Closing. The Class B Purchasers shall promptly provide the Company and NEP with a copy of any new Financing Definitive Agreement and any related fee letter in connection therewith. If any new Financing Definitive Agreement is obtained, (A) any reference in this Agreement to the “Financing” or the “Debt Financing” shall mean the debt financing contemplated by any such new Financing Definitive Agreement, (B) any reference in this Agreement to “Credit Agreement” or “Financing Definitive Agreement” shall be deemed to refer to such new Credit Agreement, and (C) any reference in this Agreement to the “Financing Parties” shall be deemed to include the lender parties to any such new Credit Agreement. (f) The Class B Purchasers shall (i) keep the Company and NEP informed on a reasonably current basis in reasonable detail of all material activity concerning the Financing (including the status of its efforts to obtain the Financing or any alternative financing pursuant to Section 5.04(e)) and (ii) promptly provide the Company and NEP with copies of all executed amendments, modifications, or replacements of any Financing Definitive Agreement (it being understood that any amendments, modifications, or replacements shall only be as permitted herein), all Financing Definitive Agreements entered into after the Execution Date, and such other information and documentation available to the Class B Purchasers as shall be reasonably requested by the Company or NEP for purposes of monitoring the progress of the financing activities. Without limiting the generality of the foregoing, each Class B Purchaser shall promptly notify the Company and NEP (A) of any breach or default (or any event or circumstance that could reasonably be expected to give rise to any breach or default) by any party to the Financing Definitive Agreements of which such Class B Purchaser becomes aware which could reasonably be expected to affect the conditionality, timing, availability or quantum of the Debt Financing, (B) of the receipt by such Class B Purchaser of any written notice or other written communication from any Financing Party or the Sponsor with respect to any breach (or threatened breach) or default (or any event or circumstance that could reasonably be expected to give rise to any breach or default), or any termination or repudiation, in each case by any party to the Equity Commitment Letter or any Financing Definitive Agreements, and (C) if for any reason such Class B Purchaser at any time believes it will not be able to obtain all or any portion of the Financing to be obtained by any Class B Purchaser on th

Class B Purchaser Financing. (a) The Class B Purchasers shall use their reasonable best efforts to take, and cause to be taken, all actions and to do, and to cause to be done, all things necessary, proper, or advisable to arrange, consummate and obtain (i) the Equity Financing on the terms and conditions described in the Equity Commitment Letter and (ii) the Debt Financing on the terms and conditions described in the Credit Agreement, in each case, on the Initial Closing Date and, if applicable, the Additional Closing Date (if any) (in an amount, on the Additional Closing Date, sufficient to pay the Additional Aggregate Class B Purchase Price), including (A) using reasonable best efforts to comply with and maintain in full force and effect the Equity Commitment Letter and the Credit Agreement, (B) using reasonable best efforts to timely negotiate and enter into any additional definitive agreements with respect to the Debt Financing on terms and conditions contemplated by the Credit Agreement (any such agreements, collectively with the Credit Agreement, the “Financing Definitive Agreements”), (C) satisfying or causing to be waived on a timely basis (and, in any event, at on or prior to Initial Closing) all 869214.30-WILSR01A - MSW conditions to funding the Financing Financing, and to each Class B Purchaser, in such Equity Commitment Letter and the Financing Definitive Agreements that are within their, and as to each Class B Purchaser, its, control, (D) using reasonable best efforts to consummate the Financing at or prior to the Initial Closing, (E) enforcing their rights under the Equity Commitment Letter and the Credit Agreement, (F) if the conditions set forth in Section 2.05 and Section 2.06 have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Initial Closing, but subject to the satisfaction or waiver of such conditions at the Initial Closing), consummating the Financing at the Initial Closing and (G) in the event there is an Additional Closing, (I) complying with all covenants under the Credit Agreement to maintain such agreement in full force and effect and (II) satisfying all other obligations thereunder, including satisfying or causing to be waived on a timely basis (and, in any event, on or prior to the Additional Closing) all conditions to funding, to ensure the Financing is available on the Additional Closing Date to pay the Additional Aggregate Class B Purchase Price and payment of all fees and expenses of the Class B Purchasers due and payable at the Additional Closing. The Class B Purchasers shall not amend, restate, amend and restate, replace, supplement, or otherwise modify or waive any of their rights under the Equity Commitment Letter or any Financing Definitive Agreement or substitute other debt or equity financing for all or any portion of the Debt Financing from the same or alternative financing sources; provided that the Class B Purchasers may amend, restate, amend and restate, replace, supplement, or otherwise modify or waive any of their rights under, the Financing Definitive Agreements, so long as any such amendment, restatements, amendment and restatement, replacement, supplement, or other modification to or waiver of any provisions of such Financing Definitive Agreements shall not (i) permit the syndication of the Debt Financing to parties that are not commercial banks and their Affiliates or a Class B Purchaser or Affiliates of the Class B Purchasers, (ii) expand upon the conditions precedent to the funding on the Initial Closing Date or the Additional Closing Date (if any) of the Debt Financing as set forth in the Credit Agreement on the Execution Date or otherwise modify the Financing Definitive Agreements in a manner that would, or would reasonably be likely to, prevent, impede, or delay the Initial Closing or the Additional ClosingClosing (if any), including in respect of the availability of the Debt Financing, or by releasing or consenting to the termination of any Financing Definitive Agreement prior to the first to occur of the Initial Closing or the Additional Closing (to the extent applicable) and the expiration of the Credit Agreement in accordance with its terms, (iii) reduce the amount of the Debt Financing or reduce the Financing Parties’ commitments under the Credit Agreement (other than as a result of an assignment of a Financing Parties’ commitment to another Financing Party) unless such reduced amount, when combined with the Equity Financing (including any increase thereto) is sufficient to satisfy the Class B Purchasers’ obligations, contemplated by this Agreement, including the payment of the Initial Aggregate Class B Purchase Price at the Initial Closing and the Additional Aggregate Class B Purchase Price at the Additional Closing (if any) and payment of all fees and expenses of the Class B Purchasers due and payable at the Initial Closing Closing, and the Additional ClosingClosing (if any), or (iv) affect the ability of the Class B Purchasers to enforce their rights against the Financing Parties or the Sponsor under the Credit Agreement or the Equity Commitment Letter, respectively. (b) Prior to the Initial Closing, the Company and NEP shall, and shall use their reasonable best efforts to cause each of the Company’s and NEP’s respective officers, directors, managers, employees, advisors, third party consultants, and engineers and the Company’s Subsidiaries to, cooperate, in all cases at the Class B Purchasers’ sole cost and expense upon reasonable advance notice by the Class B Purchasers in connection with the Class B Purchasers’ efforts to arrange, consummate, and obtain the Debt Financing (collectively the “Financing Arrangements”) (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of NEP, the Company or any of the Company’s Subsidiaries), including (i) providing to the Class B Purchasers and the Financing Parties as promptly as practicable after the Execution Date unaudited financial statements relating to the Assets for the fiscal year ended December 31, 2019, and, if available prior to the Initial Closing and the Additional Closing, for any fiscal quarters completed between December 31, 2019 and the date of such Initial Closing or Additional Closing, as applicable (it being understood that such 869214.30-WILSR01A - MSW financial statements will be provided on a Project basis and will not be audited or reviewed by any independent accounting firm), (ii) participating and causing appropriate senior management personnel of NEP or the Company to participate in meetings and telephone calls with a reasonable number of prospective lenders under the Debt Financing in connection with the syndication thereof upon reasonable notice and at a time and location to be mutually agreed, (iiiii) reasonably cooperating with the due diligence efforts of the lenders that are parties to the Credit Agreement, as such due diligence relates to the Company, its Subsidiaries, the Acquired Assets, or NEP; (iiiiv) obtaining the consents and authorizations of accountants and consultants for use of their reports in any materials related to the Debt Financing; (ivv) reasonably cooperating in the preparation of any appropriate and customary offering memorandum, bank book, or similar documents used in connection with the syndication and marketing of the Financing Arrangements (including the delivery of customary authorizations and representation letters for any offering memorandum or bank book); (vvi) having the Company acknowledge the pledge of the applicable Class B Units and by facilitating the Financing Parties’ perfecting any security interest therein; provided that no such action shall be effective until the Initial Closing or the Additional Closing, as applicable, and (vivii) providing at least five (5) Business Days prior to Initial Closing (to the extent requested from the Company at least nine (9) Business Days prior to the anticipated Initial Closing), provide all documentation and other information about the Company as is reasonably requested by the Class B Purchaser Representative, which is required with respect to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and that is required under the Credit AgreementAgreement and (viii) arrange for the preparation and delivery of any report or update of a previously delivered report that constitutes a condition precedent to each funding of the Debt Financing at the Initial Closing or the Additional Closing, as applicable, on or prior to the date required for the delivery of such report under the Debt Financing; provided that neither the Company nor and NEP shall not (nor any of their respective Affiliates, directors, officers, managers, managing members, or general partnersA) shall be required to (A) execute any documents, including any Financing Definitive Agreements, in connection with the Financing, (B) consent to or approve the terms of the Financing Arrangements or any Financing Definitive Agreements, or adopt any resolutions with respect thereto, (C) take any action that would or would reasonably be expected to cause any director, officer, employee or other representative of the Company or NEP or any of their respective Affiliates, directors, managers, managing members, officers, employees or other representatives to incur any personal liability, (DB) be required to deliver any legal opinions or accountants’ cold comfort letters or reliance letters, (EC) be required to provide any information or other document to the extent (y) the provision thereof would or would reasonably be expected to violate a confidentiality or other agreement with a third party, violate its Organizational Documents or any Law, rule, regulation, court order, or other legal restriction, or result in a loss of attorney-client privilege or other privilege or (z) such information or document constitutes attorney work product, (FD) be required to (y) pay any commitment or other fee or (z) incur any expense or liability in connection with compliance with this Section 5.04, (GE) have or incur any liability or any obligation under the Equity Commitment Letter or any Financing Definitive Agreement (or alternative financing that the Class B Purchasers may raise in connection with the transactions contemplated by this Agreement), (HF) be required to incur any other liability or obligation in connection with the Financing (or any alternative financing that the Class B Purchasers may raise in connection with the transactions contemplated by this Agreement in accordance with clause (e) below), or (IG) be required to take any action that would result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or a default under, any Contract contract to which the Company or NEP is a party, unless, in the case of clauses (D), (E), and (F), the Class B Purchasers have agreed to reimburse, and have indemnified, the Company and NEP on terms reasonably acceptable to the Company and NEP with respect to such expenses. (c) If reasonably requested by the Class B Purchasers or any of their Affiliates, following the Initial Closing Execution Date and the exercise of the Call Option, the Company and NEP will provide the following cooperation: (i) in connection with such Class B Purchasers’ entering into any Qualifying Financing, providing such cooperation and assistance as such Class B Purchasers or Affiliates thereof may reasonably request (including, without limitation, (A) entering into one or more “issuer agreements” following the Execution Date, in such form and substance as shall be mutually agreed upon by NEP, the Class B Purchasers and the lenders party thereto, solely to the extent required in connection with (1) a refinancing of the Qualifying Financing by the Class B Purchasers, (2) alternative financing to fund the 869214.30-WILSR01A - MSW payment of the Additional Aggregate Class B Purchase Price, as contemplated by Section 5.04(e), or (3) additional or substitute financing in connection with any exercise of the Call Option, Class B COC Option, or NEP Change of Control Option in order to permit the Class B Purchasers to repay in full the amount of Indebtedness secured by pledges of the Class B Units to be acquired pursuant to the exercise of such Call Option, NEP Change of Control Option, or Class B COC Option, as contemplated by Section 7.02, Section 7.03, or Section 7.04 of the A&R LLC Agreement, as applicable, and (B) permitting (x) the Class B Purchasers to transfer, assign, and contribute to its Affiliates any NEP Non-Voting Units or the right to receive any such NEP Non-Voting Units in accordance with the NEP Partnership Agreement and the A&R LLC AgreementUnits, (y) the parties to any Qualifying Financing to make any reasonable and necessary amendments to the Credit Agreement prior to a draw of any Qualifying Financing, including amendments necessary for the lenders to perfect first priority security interests in any pledged NEP Non-Voting Units or NEP Common Units received upon conversion, and (z) the Class B Purchaser to assign to its Affiliates its rights under the Registration Rights Agreement in accordance with the terms thereof), (ii) using commercially reasonable efforts to enable the deposit of the pledged NEP Non-Voting Units in book-entry form on the books of The Depository Trust Company, when eligible to do so, and (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged NEP Non-Voting Units in the name of the relevant lender, counterparty, custodian or similar party to any Qualifying Financing, as securities intermediary and as record owner and only to the extent such Purchaser or its Affiliates continues to beneficially own such pledged NEP Non-Voting Units. (d) The Company and NEP hereby consent to the use of the Company’s and NEP’s logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage NEP or the Company or the reputation or goodwill of NEP or the Company. (e) If all or any portion of the Debt Financing becomes unavailable on the terms (which terms include any applicable “flex” rights) and conditions contemplated in the Credit Agreement, the Class B Purchasers shall (i) immediately notify the Company and NEP of such unavailability and the reasons thereof, and (ii) use reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, (y) alternative financing for any such portion from the same or alternative sources on terms and conditions that are not materially less favorable in the aggregate to the Class B Purchasers than the financing contemplated by the Credit Agreement and (z) one or more new Financing Definitive Agreements with respect to such alternative financing. The proceeds from any alternative financing shall be sufficient to pay, when added with the Equity Financing, the entire amount of the (A) Initial Aggregate Class B Purchase Price on the Initial Closing Date and all related fees and expenses of the Class B Purchasers due and payable at the Initial Closing; and (B) Additional Aggregate Class B Purchase Price on the Additional Closing Date and all related fees and expenses of the Class B Purchasers due and payable at the Additional ClosingClosing (to the extent applicable). The Class B Purchasers shall promptly provide the Company and NEP with a copy of any new Financing Definitive Agreement and any related fee letter (subject to customary redaction of fees and flex provisions, but only to the extent relating exclusively to pricing terms) in connection therewith. If any new Financing Definitive Agreement is obtained, (A) any reference in this Agreement to the “Financing” or the “Debt Financing” shall mean the debt financing contemplated by any such new Financing Definitive Agreement, (B) any reference in this Agreement to “Credit Agreement” or “Financing Definitive Agreement” shall be deemed to refer to such new Credit Agreement, and (C) any reference in this Agreement to the “Financing Parties” shall be deemed to include the lender parties to any such new Credit Agreement. (f) The Class B Purchasers shall (i) keep the Company and NEP informed on a reasonably current basis in reasonable detail of all material activity concerning the Financing (including the status of its efforts to obtain the Financing or any alternative financing pursuant to 869214.30-WILSR01A - MSW Section 5.04(e)) and (ii) promptly provide the Company and NEP with copies of all executed amendments, modifications, or replacements of any Financing Definitive Agreement (it being understood that any amendments, modifications, or replacements shall only be as permitted herein), all Financing Definitive Agreements entered into after the Execution Date, and such other information and documentation available to the Class B Purchasers as shall be reasonably requested by the Company or NEP for purposes of monitoring the progress of the financing activities. Without limiting the generality of the foregoing, each Class B Purchaser shall promptly notify the Company and NEP (A) of any breach or default (or any event or circumstance that could reasonably be expected to give rise to any breach or default) by any party to the Financing Definitive Agreements of which such Class B Purchaser becomes aware which could reasonably be expected to affect the conditionality, timing, availability or quantum of the Debt Financing, (B) of the receipt by such Class B Purchaser of any written notice or other written communication from any Financing Party or the Sponsor with respect to any breach (or threatened breach) or default (or any event or circumstance that could reasonably be expected to give rise to any breach or default), or any termination or repudiation, in each case by any party to the Equity Commitment Letter or any Financing Definitive Agreements, and (C) if for any reason such Class B Purchaser at any time believes it will not be able to obtain all or any portion of the Financing to be obtained by any Class B Purchaser on thNEP