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.