Common use of Required Financing Clause in Contracts

Required Financing. Parent and MergerCo have revolving credit facility and high yield bridge financing commitments in place which, if funded in accordance with their terms, together with equity capital commitments from the limited partners of Parent and certain additional equity capital commitments from certain of the limited partners of Parent (the "Side-by-Side Equity Commitments"), will provide sufficient funds to consummate the Transactions (collectively, the "Transaction Costs"), including, without limitation, to (i) pay the Merger Consideration pursuant to Section 2.1(c), (ii) refinance the outstanding indebtedness of the Company, (iii) pay any fees and expenses in connection with the Transactions or the financing thereof and (iv) provide for the working capital needs of the Company following the Merger, including, without limitation, if applicable, letters of credit. Neither Parent nor MergerCo has any reason to believe that any condition to such financing commitments cannot or will not be waived or satisfied prior to the Effective Time. Parent has provided to the Company true, complete and correct copies of all financing commitment letters executed by the revolving credit facility lender and the high yield bridge lender (collectively, the "Lenders"), including any exhibits, schedules or amendments thereto (the "Financing Letters"). Parent has provided to the Company true, complete and correct copies of each Side-by-Side Equity Commitment letter executed by the limited partner of Parent signatory thereto, including any exhibits, schedules or amendments thereto. The advisory board of Parent has approved an investment by Parent of $40,000,000 of Fund Capital (as hereinafter defined) in the Company and, from and after the date of this Agreement, the advisory board of Parent shall not withdraw or change such approval unless this Agreement shall have been terminated in accordance with its terms.

Required Financing. Each of Parent and MergerCo have revolving credit facility hereby agrees to use its reasonable best efforts to arrange the financing in respect of the Transactions and high yield bridge financing commitments to satisfy the conditions set forth in place which, if funded in accordance with their terms, together with equity capital commitments from the limited partners of Financing Letters. Parent and certain additional equity capital commitments from certain MergerCo shall keep the Company informed of the limited partners status of Parent their financing arrangements for the Transactions, including providing written notification to the Company as promptly as possible (the "Sidebut in any event within forty-by-Side Equity Commitments"), will provide sufficient funds to consummate the Transactions eight (collectively, the "Transaction Costs"), including, without limitation, 48) hours) with respect to (i) pay any indication that either of the Merger Consideration pursuant Lenders may be unable to Section 2.1(c)provide the financing as contemplated by the Financing Letters, including without limitation, any indication from either of the Lenders that there has occurred a material disruption or material adverse change in the banking, financial or capital markets generally or in the market for senior credit facilities or for new issuances of high yield securities which has caused or could cause such Lender to withdraw its commitment to provide financing as contemplated by the Financing Letters, (ii) refinance the outstanding indebtedness ability of Parent or MergerCo to satisfy any of the Companyconditions set forth in the Financing Letters, and (iii) pay any fees adverse developments relating to the financing contemplated by the Financing Letters. Parent shall provide written notice to the Company within twenty-four (24) hours if either of the Lenders has indicated to Parent or MergerCo that such Lender A-24 115 will be unable to provide the financing contemplated by the applicable Financing Letter (a "Parent Financing Notice"). In the event Parent and expenses MergerCo are unable to arrange any portion of such financing in the manner or from the sources contemplated by the Financing Letters, Parent and MergerCo shall arrange (or, in the event that such inability to arrange financing arises under the circumstances contemplated by Section 8.2(f) hereof, use its reasonable best efforts to arrange) any such portion from alternative sources on substantially the same terms and with substantially the same conditions as the portion of the financing that Parent and MergerCo were unable to arrange. The Company shall use its reasonable best efforts to assist Parent and MergerCo in obtaining their financing; provided, however, that the obligation of the Company to use its reasonable best efforts in connection with the Transactions foregoing shall only apply to reasonable and customary activities in this regard and shall not include any obligation to obtain any extraordinary waivers, consents or the financing thereof and (iv) provide for the working capital needs approvals to loan agreements, leases or other contracts or to agree to an adverse modification of the Company following the Mergerterms of any of such documents, including, without limitation, if applicable, letters of credit. Neither Parent nor MergerCo has to prepay or incur additional obligations to any reason other parties or to believe that incur or become liable for any condition to such financing commitments cannot other costs or will not be waived or satisfied prior to the Effective Time. Parent has provided to the Company true, complete and correct copies of all financing commitment letters executed by the revolving credit facility lender and the high yield bridge lender (collectively, the "Lenders"), including any exhibits, schedules or amendments thereto (the "Financing Letters"). Parent has provided to the Company true, complete and correct copies of each Side-by-Side Equity Commitment letter executed by the limited partner of Parent signatory thereto, including any exhibits, schedules or amendments thereto. The advisory board of Parent has approved an investment by Parent of $40,000,000 of Fund Capital (as hereinafter defined) in the Company and, from and after the date of this Agreement, the advisory board of Parent shall not withdraw or change such approval unless this Agreement shall have been terminated in accordance with its termsexpenses.

Required Financing. (a) Parent, Parent LP and MergerCo Merger Sub have revolving credit facility and high yield bridge received a binding financing commitments in place which, if funded in accordance with their terms, together with equity capital commitments from the limited partners of Parent and certain additional equity capital commitments from certain of the limited partners of Parent commitment letter (the "Side-by-Side Equity CommitmentsFinancing Letter"), which, along with Parent LP's existing cash and amounts currently available under existing lines of credit, will provide sufficient funds to consummate the Transactions (collectively, the "Transaction Costs"), including, without limitation, to (ia) pay the aggregate Merger Consideration and the aggregate Partnership Cash Consideration pursuant to Section 2.1(c2.1 payable to the Electing Holders in connection with Partnership Merger (as contemplated by Section 6.9 hereof), (iib) to the extent necessary, repay or refinance the outstanding indebtedness Indebtedness of the Company, Company LP and the Company Subsidiaries, and (iiic) pay any and all fees and expenses in connection with the Transactions Merger and other transactions contemplated by this Agreement or the financing thereof and (ivthe "Closing Obligations"). Notwithstanding anything in this Agreement to the contrary, at the Closing, Parent LP will have sufficient funds in immediately available cash to satisfy the Closing Obligations, regardless of whether the conditions to the obligation of the counterparty in the Financing Letter have been satisfied or such counterparty has breached its obligations thereunder. (b) Without prejudice to the fact that this Agreement does not provide for the working capital needs of the Company following the Mergerany financing condition or contingency, includingParent, without limitation, if applicable, letters of credit. Neither Parent nor MergerCo has any reason to believe that any condition to such financing commitments cannot or will not be waived or satisfied prior to the Effective Time. Parent has LP and Merger Sub have provided to the Company a true, complete and correct copies copy of the Financing Letter (including all financing commitment letters exhibits thereto), and all amendments thereto, executed by the revolving credit facility lender and the high yield bridge lender (collectively, the "Lenders"), including any exhibits, schedules or amendments thereto (the "Financing LettersLender"). Parent, Parent has provided LP and Merger Sub will provide to the Company trueany amendments to the Financing Letter, complete and correct copies of each Sideor any notices given in connection therewith, as promptly as possible (but in any event within twenty-by-Side Equity Commitment letter executed by the limited partner of Parent signatory thereto, including any exhibits, schedules or amendments thereto. The advisory board of Parent has approved an investment by Parent of $40,000,000 of Fund Capital four (as hereinafter defined24) in the Company and, from and after the date of this Agreement, the advisory board of Parent shall not withdraw or change such approval unless this Agreement shall have been terminated in accordance with its termshours).