Common use of Available Funds and Financing Clause in Contracts

Available Funds and Financing. Parent has delivered to the Company a true and complete copy of an executed equity commitment letter (the “Equity Commitment Letter”) from 北京信中利投资股份有限公司, a company organized and existing under the laws of the PRC (the “Sponsor”), pursuant to which the Sponsor has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions thereof, equity securities of Parent (the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary with respect to the provisions therein. The proceeds of the Financing shall be used to finance the consummation of the Transactions, including the Merger. Parent and Merger Sub will have available to them, as of the Effective Time, all funds necessary for the payment to the Paying Agent of the aggregate amount of the Exchange Fund and any related Expenses required to be paid by Parent and Merger Sub in connection with the consummation of the Merger and the other Transactions. The Equity Commitment Letter is in full force and effect and is a legal, valid and binding obligation of Parent and the Sponsor. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub or any other parties thereto, under the Equity Commitment Letter. The Equity Commitment Letter has not been amended or modified, no such amendment or modification is contemplated, the obligations and commitments contained in the Equity Commitment Letter have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or restriction is contemplated. The Equity Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the Financing available to Parent on the terms therein. There are no side letters or other oral or written contracts, agreements, arrangements or understanding related to the funding of the full amount of the Equity Financing other than as expressly set forth in the Equity Commitment Letter. Between the date hereof and the Effective Time, Parent and Merger Sub will not need to enter into any new agreements and arrangements with unaffiliated third parties with respect to the provision of financing or funds in order to satisfy their obligations in this Agreement. For the avoidance of doubt, it is not a condition to Closing under this Agreement or to the consummation of the Merger, for Parent or Merger Sub to obtain the Financing or any alternative financing.

Available Funds and Financing. Parent has delivered to the Company a true and complete copy of an executed equity commitment letter letter, dated as of January 13, 2014 (the “Equity Commitment Letter”) ), from 北京信中利投资股份有限公司NewQuest Asia Fund I, a company organized L.P. and existing under the laws of the PRC NewQuest Asia Fund II, L.P. (the “SponsorSponsors”), pursuant to which the Sponsor has Sponsors have committed to purchase, or cause the purchase of, for equity securities of Parent up to the amount, in cash, set forth therein (the “Equity Financing”), subject to the terms and conditions thereoftherein, equity securities of Parent (the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary with respect to the provisions therein. The proceeds of the Financing which shall be used to finance the consummation of the Merger and the other Transactions. Assuming (i) the Equity Financing is funded in accordance with the Equity Commitment Letter and (ii) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 8.02(a) and Section 8.02(b) or the waiver of such conditions, including the Merger. Parent and Merger Sub will have available to them, as of the Effective Time, all funds necessary for the payment to the Paying Agent of the aggregate amount of the Exchange Fund and any related Expenses other amounts required to be paid by Parent and Merger Sub in connection with the consummation of the Merger and the other TransactionsTransactions and to pay all related fees and expenses. The Equity Commitment Letter is in full force and effect and is a legal, valid and binding obligation of Parent and the SponsorSponsors. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub or any other parties thereto, under the Equity Commitment Letter. The Equity Commitment Letter has not been amended or modified, no such amendment or modification is contemplated, the obligations and commitments contained in the Equity Commitment Letter have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or restriction is contemplated. The Equity Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the Equity Financing available to Parent on the terms therein. There are no side letters or other oral or written contracts, agreements, arrangements or understanding Contracts related to the funding of the full amount of the Equity Financing other than as expressly set forth in the Equity Commitment Letter. Between the date hereof and the Effective Time, Parent and Merger Sub will The parties hereto agree that it shall not need to enter into any new agreements and arrangements with unaffiliated third parties with respect to the provision of financing or funds in order to satisfy their obligations in this Agreement. For the avoidance of doubt, it is not be a condition to Closing under this Agreement or to the consummation of the Merger, for Parent or Merger Sub to obtain the Financing or any alternative financingEquity Financing.