Common use of Financing Clause in Contracts

Financing. (a) At the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent on the part of the Buyer or the Acquisition Sub under the terms and conditions of the Commitment Letters.

Financing. (a) At the Closing, the Buyer Parent’s and the Acquisition Sub will have available all the Merger Sub’s obligations under this Agreement are not subject to a condition regarding Parent’s or Merger Sub’s obtaining of funds necessary to purchase all the Shares pursuant to consummate the Merger and to pay all fees and expenses payable by the Buyer other transactions contemplated hereby. On or the Acquisition Sub related prior to the transactions contemplated by date of this Agreement. , Parent has delivered to the Company true, correct and complete fully executed copies of (a) the equity commitment letter (the “Equity Commitment Letter”) to Parent from an Affiliate of the Parent Parties, pursuant to which such Affiliate has committed to provide Parent with equity financing in the amount and on the terms and conditions set forth therein (the “Equity Financing”), (b) The Buyer the commitment letters, dated as of the date hereof, among Parent and the Acquisition Sub have received a commitment letter dated February 11, 2007 applicable financing sources party thereto (the “Debt Commitment LetterLetters”) from Xxxxxx Brothers Inc. and (c) the fee letters, dated as of the date hereof, among Parent and the financing sources party thereto (redacted to remove only the fee amounts, fee percentages, price caps and certain other economic terms (including any economic market “flex” provisions) in a customary manner (none of its affiliateswhich could reasonably be expected to adversely affect the conditionality, availability or termination provisions of the Debt Commitment Letters or reduce the aggregate amount available under the Debt Financing), in each case, including all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (together with the Debt Commitment Letters, the “Debt Letters” and the Debt Letters, together with certain other financial institutions (collectivelythe Equity Commitment Letter, the “LendersFinancing Commitment Letters”) relating ). Pursuant to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter Letters and subject to the terms and conditions thereof, each of the applicable parties thereto (other than Parent and Merger Sub) have severally committed to lend the amounts set forth therein to Parent or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement Merger Sub (the provision of such funds as set forth therein, the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (for the “Equity purposes set forth in such Debt Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as As of the date of this Agreement, (i) the Financing Commitment Letters have not been amended, restated or otherwise modified or waived in any respect (and no amendment, restatement, modification or waiver is contemplated), (ii) the respective commitments contained in the Equity Commitment Letter and, to the Knowledge of Parent, the commitments contained in the Debt Commitment Letters have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect and (subject to the Buyer’s rights under Section 6.11(aiii) with respect to amendmentsthe commitments contained in the Equity Commitment Letter and, modifications and/or replacement thereof) will beto the Knowledge of Parent, at all times until replaced by the definitive agreements contemplated therebycommitments contained in the Debt Letters, validno such withdrawal, binding and rescission, amendment, restatement or modification is contemplated. As of the date of this Agreement, the Financing Commitment Letters are in full force and effect and constitute the legal, valid, enforceable and binding obligations of each of Parent, and to the Knowledge of Parent, the other parties thereto, subject in each case to the Enforceability Exceptions. As of the date of this Agreement, there are no conditions precedent or other contractual contingencies related to the funding of the full amount of the Debt Financing pursuant to the Debt Commitment Letters (other than as expressly set forth in the Debt Commitment Letters) and the Equity Financing pursuant to the Equity Commitment Letter. Assuming the satisfaction of the conditions precedent set forth in Section 8.1 and Section 8.2, the net proceeds contemplated from the Debt Financing and the Equity Financing, together with Parent’s available unrestricted cash, will, in the aggregate, be sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including the payment of the Merger Consideration, any payments in respect of equity compensation obligations to be made in connection with the Merger, any repayment or refinancing of any outstanding indebtedness of Parent, the Company and their respective Subsidiaries required in connection with the Merger and all fees and expenses reasonably expected to be incurred in connection with the Merger and the other transactions contemplated by this Agreement (the “Merger Amounts”). As of the date of this Agreement, assuming the satisfaction of the conditions to the Merger set forth in Section 8.1 and Section 8.2, to the Knowledge of Parent, no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute an incurable failure to satisfy a condition precedent breach or default on the part of the Buyer Parent or the Acquisition Merger Sub under the Financing Commitment Letters or any other party to the Financing Commitment Letters. As of the date of this Agreement, there are no side letters or other agreements, Contracts or arrangements that relate to the conditionality, availability, termination or amount of the Debt Financing, the Equity Financing or the funding of all or any part of the Debt Financing or the Equity Financing. Parent has fully paid all commitment fees or other fees required to be paid on or prior to the date of this Agreement in connection with the Debt Financing and satisfied all of the other terms and conditions required to be satisfied by Parent on or prior to the date hereof. As of the Commitment date of this Agreement, assuming the satisfaction of the conditions to the Merger set forth in Section 8.1 and Section 8.2, Parent has no reason to believe that any of the conditions to the Debt Financing or the Equity Financing will not be satisfied, nor does Parent have Knowledge that the full amount of the Debt Financing and the Equity Financing will not be made available to Parent as of the time the Closing is required to occur pursuant to Section 2.2 in accordance with the terms of the Debt Letters. Notwithstanding anything to the contrary contained herein, the Company agrees that a breach of this representation and warranty shall not result in the failure of a condition precedent to the Company’s obligations under this Agreement if (notwithstanding such breach) Parent and Merger Sub are willing and able to consummate the Merger on the Closing Date.

Financing. (a) At the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant Parent has delivered to the Merger Company a true and complete fully executed copy of the commitment letter, dated as of November 23, 2008, between Parent, Credit Suisse Securities (USA) LLC, Credit Suisse, Cayman Islands Branch, Wachovia Capital Markets, LLC and Wachovia Bank, National Association, including all exhibits, schedules and amendments to pay all fees and expenses payable by such letter in effect as of the Buyer or the Acquisition Sub related to the transactions contemplated by date of this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 Agreement (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, (together with certain other financial institutions (collectively, the a true and complete copy of any “Lenders”) relating flex” provisions with respect to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter Letter), pursuant to which and subject to the terms and conditions thereof each of the parties thereto (or any replacement thereof permitted under Section 6.11(a)other than Parent) is referred has agreed to in this Agreement as lend the amounts set forth therein (the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (for the “Equity Commitment Letters” and, together with purpose of funding the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms transactions contemplated by this Agreement. The Debt Commitment Letter has not been amended, restated or otherwise modified prior to refinance certain existing indebtedness the date of this Agreement, and the Company and respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to pay related fees and expenses. (e) The Commitment Letters are, as the date of this Agreement. As of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by Debt Commitment Letter in the definitive agreements contemplated thereby, valid, binding and form so delivered is in full force and effect and constitutes the legal, valid and binding obligation of Parent and, to the knowledge of Parent and Merger Sub, the other parties thereto. There are no conditions precedent (including pursuant to any “flex” provisions) related to the funding of the full amount of the Debt Financing, other than as expressly set forth in the Debt Commitment Letter. Assuming that the Debt Financing is funded, Parent and Merger Sub shall have sufficient cash available as and when needed, subject to the terms hereof, to pay for the shares tendered pursuant to the Offer and the aggregate Merger Consideration, the aggregate Option Amount, the aggregate Stock Unit/Restricted Stock Amount, the aggregate Company Performance Unit Amount as well as make any and all other payments required in connection with the transactions contemplated by this Agreement. As of the date of this Agreement, no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent default on the part of the Buyer or the Acquisition Sub Parent under the terms and conditions Debt Commitment Letter or, the knowledge of Parent or Merger Sub, any other party to the Debt Commitment Letter and, as of the date of this Agreement, neither Parent nor Merger Sub has any reason to believe that any of the conditions to the Debt Financing to be satisfied by Parent or Merger Sub will not be satisfied or, assuming the Company’s compliance with this Agreement and the satisfaction of the Offer Conditions, that the Debt Financing will not be available to Parent on or prior to such time as Merger Sub is required to accept for payment and pay for shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Debt Commitment LettersLetter.

Financing. (a) At As of the Closingdate of this Agreement, Parent has delivered to the Company a true and complete copy of (i) an executed equity commitment agreement, dated as of the date hereof (the “Equity Commitment Agreement”), among Parent, Sub and Guarantor, pursuant to which Guarantor has agreed, according to the terms and subject to the conditions therein, to fund an amount sufficient to satisfy the Financing Uses no later than immediately prior to the Closing (the “Equity Financing”), (ii) the Limited Guarantee and (iii) the Debt Financing Commitment Letters (the Equity Commitment Agreement and the Debt Financing Commitment Letters, collectively, the Buyer “Financing Letters”) (and corresponding fee letters relating to the Acquisition Sub will have Debt Financing Commitment Letters redacted only in respect of specific fee amounts and specific “flex” terms, none of which affect the conditionality, availability or amount of the Debt Financing available all on the funds necessary to purchase all Closing Date or remedies available with respect thereto) from the Shares Debt Financing Sources, pursuant to which the Merger Debt Financing Sources have agreed to provide, severally and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related not jointly, subject to the transactions contemplated by this terms and conditions therein, the Debt Financing (such Debt Financing, together with the Equity Financing, collectively referred to as the “Financings”). The Company is an express third-party beneficiary with respect to, and is entitled to specifically enforce, the Equity Commitment Agreement. (b) The Buyer On the Closing Date, assuming receipt of the proceeds of the Financings in accordance with the terms of the Financing Letters, Parent will have sufficient available funds to pay the Aggregate Merger Consideration and any other cash amounts payable pursuant to, or in connection with the Transaction, including any obligations of the Surviving Corporation or its Subsidiaries that become due or payable by the Surviving Corporation and the Acquisition Sub have received Company Subsidiaries in connection with, or as a commitment letter dated February 11result of, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. Transactions, and certain payment of its affiliates, together with certain other financial institutions all fees and expenses related to the foregoing (collectively, the “LendersFinancing Uses”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11Financing Letters and Limited Guarantee have not been terminated or otherwise amended, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded supplemented or modified in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, respect as of the date of this Agreement. The Equity Commitment Agreement and the Limited Guarantee are legal, valid and binding obligations of each of the parties thereto (other than the Company), enforceable against such parties in accordance with their terms, subject to the Buyer’s rights Bankruptcy and Equity Exception. The Debt Financing Commitment Letters represent valid, binding and enforceable obligations of Parent and, to the knowledge of Parent, each other party thereto, to provide the Debt Financing, enforceable against such party in accordance with its terms, subject to the Bankruptcy and Equity Exception. As of the date of this Agreement, there are no side letters or other Contracts or arrangements relating to the Financings other than as expressly contained in the Financing Letters and delivered to the Company prior to the date hereof, in each case, that would affect the availabiltiy of the Debt Financing or make the Debt Financing materially less likely to occur. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of Parent, Sub or Guarantor under Section 6.11(aany term of, or a failure of any condition under, the Financing Letters or otherwise result in any portion of the Financings contemplated thereby to be unavailable on the Closing Date. There are no conditions precedent or other contingencies to the availability of the Financings, other than the conditions set forth in this Agreement (with respect to the Equity Financing) and those explicitly set forth in the Debt Financing Commitment Letters (the “Financing Conditions”) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no Debt Financing. No event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent breach or default on the part of Parent or, to the Buyer knowledge of Parent, any other party thereto under the Financing Letters or the Acquisition Limited Guarantee or would result in the failure of a Financing Condition. Each of Parent and Sub under has no reason to believe that it or any other party to the terms and Financing Letters will be unable to satisfy on a timely basis any term thereof. There are no conditions precedent or other contingencies related to the funding of the Commitment full amount of the Financings other than as expressly set forth in the Financing Letters. (d) Neither Parent nor Sub has, directly or indirectly, entered into an exclusivity, lock-up or other similar agreement, arrangement or binding understanding with any bank or investment bank or other potential provider of debt or equity financing that prohibits such provider from providing or seeking to provide services, including debt or equity financing, to any third person in connection with a transaction relating to the Company or the Company Subsidiaries (including in connection with the making of any Competing Proposal) in connection with the Transactions.

Financing. (a) At the Closing, the Buyer Parent or certain of its controlled Affiliates is a party to and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. has accepted a fully executed (bx) The Buyer and the Acquisition Sub have received a commitment letter dated February 11as of the date hereof (as amended, 2007 (restated, amended and restated, supplemented or replaced from time to time after the date hereof in accordance with Section 7.4(b) hereof, together with all exhibits and schedules thereto, the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliatesthe Debt Financing Sources party thereto pursuant to which the Debt Financing Sources have agreed, together with certain other financial institutions (collectively, the “Lenders”) relating subject to the commitment of the Lenders terms and conditions thereof, to provide debt financing required in the amounts set forth therein and (y) fee letters, dated of as the date hereof (as amended, restated, amended and restated, supplemented or replaced from time to consummate time after the Merger on date hereof in accordance with Section 7.4(b) hereof, the terms contemplated by this Agreement“Debt Fee Letters”), to refinance certain existing indebtedness of executed in connection with the Company and to pay related fees and expensesDebt Commitment Letter. The debt financing contemplated by committed pursuant to the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) and the Debt Fee Letters is collectively referred to in this Agreement as the “Debt Financing.”. (cb) The Buyer Parent is a party to and has received an accepted a fully executed equity commitment letter letter, dated February 11as of the date of this Agreement, 2007 from Xxxxx Xxxxx Fund XV, L.P., a Delaware limited partnership (the “Equity Investor”) and Parent (the “Equity Commitment LettersLetter” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology), Inc. (“Equity Investor”) relating pursuant to which, on the terms and subject to the commitment of conditions set forth therein, the Equity Investor has agreed to provide cash equity investments required to consummate invest in Parent the Merger on the terms contemplated by this Agreement and to pay related fees and expensesamount set forth therein. The cash equity investments contemplated by financing committed pursuant to the Equity Commitment Letter is referred to herein in this Agreement as the “Equity Financing”; the .” The Equity Financing, together with Financing and the Debt Financing, is Financing are collectively referred to as the “Financing”. Complete .” The Equity Commitment Letter provides that the Company is an express third-party beneficiary of the Equity Commitment Letter, and, subject to the terms and conditions set forth therein, entitled to enforce the Equity Commitment Letter. (c) As of the date hereof, Parent has delivered to the Company a true, complete and correct copies copy of the executed Debt Commitment Letter, Debt Fee Letters have been provided and Equity Commitment Letter, and in the case of the Debt Fee Letters, subject to redaction solely of the Companyfee amounts, pricing caps, original issue discount, “market flex” and other economic provisions that are customarily redacted in connection with transactions of this type, none of which redacted provisions would be reasonably expected to adversely affect the conditionality, enforceability, termination, aggregate principal amount or availability of the Debt Financing. (d) The proceeds Except as expressly set forth in the Commitment Letters, there are no conditions precedent to the obligations of the Debt Financing Sources and the Equity Investor, as applicable, to provide the Financing or any contingencies that would permit the Debt Financing Sources or the Equity Investor, as applicable, to reduce the aggregate principal amount of the Financing, when including any condition or other contingency relating to the amount or availability of the Financing pursuant to any “flex” provision. As of the date hereof, Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in any of the Commitment Letters on or prior to the Closing Date, nor does Parent have knowledge as of the date hereof that any Debt Financing Sources or Equity Investor will not perform its obligations thereunder. There are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Commitment Letters that could affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Financing. (e) The Financing, if funded in accordance with the Commitment Letters and giving effect to any “flex” provision in or related to the Debt Commitment Letter (or any replacement thereof permitted including with respect to fees and original issue discount), shall provide Parent with cash proceeds on the Closing Date sufficient for the satisfaction on the Closing Date of all of Parent’s obligations under Section 6.11(a)) this Agreement and taken together with available cash the Commitment Letters to be funded on the Closing Date, including the payment of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger Consideration payable on the terms contemplated Closing Date, and any fees and expenses of or payable by this AgreementParent or Merger Sub or Parent’s other Affiliates, to refinance certain existing and for any repayment or refinancing of any outstanding indebtedness of the Company and/or its Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Commitment Letters (such amounts, collectively, the “Financing Amounts”). From and after the Closing Date, Parent, together with the Surviving Corporation, will have sufficient cash on hand or other sources of immediately available funds to pay related fees and expensesenable it to settle conversions or effect redemptions of the Convertible Notes pursuant to the terms of the Convertible Notes Indenture. (ef) The Commitment Letters are, as As of the date of this Agreementhereof, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by Commitment Letters constitute the definitive agreements contemplated therebylegal, valid, binding and enforceable obligations of Parent and, to the Knowledge of Parent, all the other parties thereto and are in full force and effect and effect. As of the date hereof, to the Knowledge of Parent no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, which (with or without notice, lapse of time or both, ) would reasonably be expected to constitute an incurable a breach or failure to satisfy a condition precedent on the part of the Buyer or the Acquisition Sub by Parent under the terms and conditions of the Commitment Letters. Parent has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letters on or before the date of this Agreement, and will pay in full any such amounts due to be paid by it on or before the Closing Date. As of the date hereof, the Commitment Letters have not been modified, amended or altered and none of the respective commitments thereunder have been terminated, reduced, withdrawn or rescinded in any respect and, to the Knowledge of Parent, no termination, reduction, withdrawal or rescission thereof is contemplated (except as contemplated or as permitted as of the date hereof in the Debt Commitment Letter). Notwithstanding the foregoing, any amendment, supplement or modification to effectuate any “market flex” terms contained in the Debt Fee Letters provided as of the date hereof or to add or replace any additional agents, lenders, lead arrangers, bookrunners, syndication agents or other financial institutions thereto as provided for in the Debt Commitment Letter shall be permitted and shall not require written consent of the Company. (g) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s obligations under this Agreement.

Financing. Concurrently with the execution hereof, Parent has delivered to the Company (ai) At a true, complete and correct copy of an executed equity commitment letter from Ares Capital Management LLC (together with its managed funds and accounts) and Ares Alternative Credit Management LLC (together with its managed funds and accounts), dated as of the Closingdate of this Agreement (together with all exhibits, schedules and annexes thereto, the Buyer “Equity Commitment Letter”), and an executed fee letter from Ares Capital Management LLC (together with its DOC ID - 32901658.22 58 managed funds and accounts) and Ares Alternative Credit Management LLC (together with its managed funds and accounts), dated as of the Acquisition Sub will have available all date of this Agreement (the funds necessary to purchase all “Equity Fee Letter” and, together with the Shares commitment under the Equity Commitment Letter, the “Equity Financing Commitment”), pursuant to the Merger which, and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related subject to the transactions contemplated by this Agreement. terms and conditions of which, the applicable Equity Financing Sources have committed to provide cash in the aggregate amount set forth therein (bthe “Equity Financing”) The Buyer at or prior to the date and time at which the Acquisition Sub have received Closing is required to occur pursuant to Section 2.2 and (ii) a true, complete and correct copy of an executed debt commitment letter from Truist Bank and Truist Securities, Inc. (the “Lenders”), dated February 11as of the date of this Agreement (together with all exhibits, 2007 (term sheets, schedules, annexes and other attachments thereto, the “Debt Commitment Letter”) and an executed fee letter from Xxxxxx Brothers Inc. and certain of its affiliatesthe Lenders, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment dated as of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness date of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as (the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment LettersFee Letter” and, together with the commitment under the Debt Commitment Letter, the “Debt Financing Commitment”, and the Debt Financing Commitment Letterstogether with the Equity Financing Commitment, the “Financing Commitments”) from Comverse Technology), Inc. (“Equity Investor”) relating pursuant to which, and subject to the commitment terms and conditions of which, the Equity Investor applicable Lenders party thereto have committed to provide cash equity investments loans in the amounts described therein, the net proceeds of which shall be used to fund the transactions contemplated hereby to be consummated by Parent at the date and time at which the Closing is required to consummate the Merger on the terms contemplated by this Agreement and occur pursuant to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as Section 2.2 (the “Equity Debt Financing”; ” and, together with the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies ); provided, however, that, solely in the case of the executed Commitment Letters Equity Fee Letter and Debt Fee Letter, provisions related to fees, flex terms and pricing caps have been provided redacted (none of which individually or in the aggregate would reduce the amount of the Financing or adversely affect the availability of the Financing or delay or prevent the Closing or make the funding of the Financing less likely to occur). Each of the Financing Commitments is a legal, valid and binding obligation of Parent, and to Parent’s Knowledge, the other parties thereto, and is enforceable in accordance with its terms, subject to the Enforceability Exceptions. Each of the Financing Commitments, in the form delivered to the Company. (d) The proceeds , is valid and in full force and effect, and none of the FinancingFinancing Commitments has been withdrawn, when funded rescinded or terminated or otherwise amended or modified in accordance with any respect, and no such amendment or modification is contemplated by Parent, or to Parent’s Knowledge, any other party to the Financing Commitments. Neither Parent, nor, to Parent’s Knowledge, any other party to any Financing Commitment Letters (is in violation or breach of any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness or conditions set forth in any of the Company and to pay related fees and expenses. (e) The Commitment Letters areFinancing Commitments and, as of the date of this Agreementhereof, and (subject to the BuyerParent’s rights under Section 6.11(a) with respect to amendmentsKnowledge, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable a breach, default or failure to satisfy any condition precedent set forth therein which would reasonably be expected to adversely affect the availability of the Financing. No party to any Financing Commitment has notified Parent of its intention to terminate any of the Financing Commitments or not to provide the Financing and, as of the date hereof, no termination of any Financing Commitment is contemplated by Parent. Assuming the Financing is funded in accordance with the terms of the Financing Commitments, the aggregate net proceeds from the Financing, together with resources available to Parent as of the date hereof, will be sufficient to consummate the transactions contemplated hereby, including the timely payment at the Closing of any amounts required to be paid under Section 2.8(c) and any fees and expenses of or payable by Parent and/or Merger Sub, and any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement. Parent has paid in full any and all commitment or other fees required by the Financing Commitments that are due as of the date hereof and will DOC ID - 32901658.22 59 pay, after the date of this Agreement, all such fees as they become due. Except for the Equity Fee Letter and the Debt Fee Letter (which have been provided to the Company in a redacted form as set forth above), there are no side letters, understandings or other agreements or arrangements relating to the Financing to which Parent or any of its Affiliates are a party. There are no conditions precedent related to the funding of the full amount of the Financing other than as expressly set forth in the Equity Commitment Letter and the Debt Commitment Letter (the “Disclosed Conditions”). Assuming that each of the conditions set forth in Section 6.1 and Section 6.3 are satisfied at Closing, Parent has no reason to believe that it will be unable to satisfy on a timely basis any of the Disclosed Conditions or that the full amount of the Financing will not be available on the Closing Date in order to fund the transactions contemplated hereby. For the avoidance of doubt, Parent acknowledges and agrees that it is not a condition precedent on to Closing under this Agreement for Parent or Merger Sub to obtain the part of Equity Financing, the Buyer Debt Financing or the Acquisition Sub under the terms and conditions of the Commitment Lettersany Alternative Financing.

Financing. Investor has delivered to the Company true, complete and correct copies of: (ai) At the Closingexecuted commitment letter, dated as of the Buyer date hereof by and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the Acquisition Sub will have available all the funds necessary to purchase all the Shares “Debt Financing Commitment”), pursuant to which, upon the Merger terms and subject to pay all fees and expenses payable by the Buyer or conditions set forth therein, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC have agreed to lend the Acquisition Sub related amounts set forth therein to the Company for the purpose of funding the transactions contemplated by this Agreement. Agreement (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. ); (cii) The Buyer has received an the executed equity commitment letter letter, dated February 11as of the date hereof among Investor and Xxxxxxx, 2007 Dubilier & Rice Fund VIII, L.P. (the “Equity Commitment LettersFinancing Commitment” and, and together with the Debt Commitment LetterFinancing Commitment, the “Commitment LettersFinancing Commitments”) from Comverse Technology), Inc. (“Equity Investor”) relating pursuant to which, upon the terms and subject to the commitment of conditions set forth therein, Xxxxxxx, Dubilier & Rice Fund VIII, L.P., has committed to invest the cash amount in Investor set forth in its Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Financing Commitment Letter is referred to herein as (the “Equity Financing”; the Equity Financing, ” and together with the Debt Financing, is collectively referred to as the “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, the “Fee Letter”); and (iv) the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”). Complete and correct copies None of the executed Commitment Letters have Financing Commitments, the Fee Letter or the Engagement Letter has been provided amended or modified prior to the Company. date of this Agreement (d) The proceeds provided that the existence or exercise of the Financing, when funded “flex” provisions contained in accordance with the Commitment Letters (Fee Letter shall not constitute an amendment or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash modification of the Company and the BuyerFinancing Commitments), will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters areand, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. There are no other agreements, side letters or arrangements to which Investor is a party relating to any of this Agreementthe Financing Commitments. As of the date hereof, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a party. As of the date hereof, no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, which would constitute a breach or default (or with notice or without notice, lapse of time or bothboth would constitute a default) by Investor under the Financing Commitments, would reasonably or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be expected fully paid all commitment fees or other fees required to constitute an incurable failure be paid on or prior to satisfy a condition precedent on the part date hereof pursuant to the Financing Commitments. Assuming the accuracy of the Buyer or representations and warranties set forth in ARTICLE II and performance by Seller and the Acquisition Sub under the terms and conditions Company of their respective obligations hereunder, upon receipt of the Commitment Lettersproceeds contemplated by the Financing Commitments, Investor and the Company will have access as of the Closing to sufficient cash funds to pay all amounts contemplated by this Agreement to be paid by them and to perform their respective obligations hereunder.

Financing. (a) At the ClosingPurchaser has sufficient cash, the Buyer and the Acquisition Sub will have available all the lines of credit or other sources of immediately available funds necessary to purchase all the Shares pursuant enable it to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to consummate the transactions contemplated hereby, including paying in full all amounts required to be paid hereunder by this AgreementPurchaser, including with respect to any regulatory capital requirements arising out of the transactions contemplated hereby or the Purchased Assets. Purchaser expressly acknowledges and agrees that its obligations hereunder, including its obligations to consummate the transactions contemplated hereby, are not subject to, or conditioned on, receipt of financing. (b) The Buyer Without limiting the foregoing, Purchaser has delivered to Seller a complete and the Acquisition Sub have received correct copy of a fully executed commitment letter dated February 11from Barclays Bank PLC (including all exhibits, 2007 (schedules and annexes to such letter as and to the extent delivered to Seller on or prior to the date of this Agreement, the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. ), pursuant to which Barclays Bank PLC has committed, upon the terms and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating subject to the commitment of the Lenders conditions set forth therein, to provide the debt financing required to consummate described therein in connection with the Merger on the terms transactions contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenseshereby. The financing contemplated by Debt Commitment Letter and any other debt commitment letter (including any replacement of the Debt Commitment Letter (in connection with any Alternative Financing) executed in accordance with Section 5.05, as replaced, amended, supplemented, modified or any replacement thereof permitted under waived in accordance with Section 6.11(a)) is 5.05, including all exhibits, schedules and annexes to such letters, are hereinafter referred to in this Agreement together as the “Debt Commitment Letters.” The financing contemplated pursuant to the Debt Commitment Letters is hereinafter referred to as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11As of the date of this Agreement, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment LetterLetter is in full force and effect and is a legal, the “Commitment Letters”) from Comverse Technologyvalid and binding obligation of Purchaser and, Inc. (“Equity Investor”) relating to the commitment knowledge of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement Purchaser, Barclays Bank PLC, and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded enforceable in accordance with its terms against Purchaser and, to the knowledge of Purchaser, Barclays Bank PLC (subject to the Bankruptcy and Equity Exceptions). All commitment fees required to be paid under the Debt Commitment Letters (Letter have been paid in full or any replacement thereof permitted under Section 6.11(a)) will be duly paid in full as and taken together with available cash when due; and Purchaser shall have otherwise satisfied all of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient conditions required to consummate the Merger on be satisfied by Purchaser pursuant to the terms contemplated by of the Debt Commitment Letter on or prior to the date of this Agreement. The Debt Commitment Letter has not been amended, modified or terminated on or prior to the date of this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters areno such amendment, modification or termination is contemplated by Purchaser as of the date of this Agreement, and (subject to no Debt Commitment Letter will be amended, modified or terminated by Purchaser, in violation of Section 5.05. As of the Buyer’s rights under Section 6.11(a) with respect to amendmentsdate of this Agreement, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would constitute a breach or default by Purchaser under the Debt Commitment Letter. Purchaser, as of the date of this Agreement, is not aware of any fact, occurrence or condition that makes any of the assumptions or statements set forth in the Debt Commitment Letter inaccurate (assuming the accuracy of Seller’s representations and warranties set forth in this Agreement) in any material respect or that would reasonably be expected to constitute an incurable failure cause the commitments provided in the Debt Commitment Letter to satisfy a condition precedent on the part be terminated or ineffective or any of the Buyer conditions contained therein not to be met. The consummation of the Debt Financing is subject to no conditions precedent other than those expressly set forth in the copy of the Debt Commitment Letter, and there are no contingencies that would permit Barclays Bank PLC to reduce the total amount of the Debt Financing other than those expressly set forth in the copy of the Debt Commitment Letter. Except for fee letters relating to fees with respect to the Debt Financing (redacted copies of which, removing only fee amounts, market “flex” provisions and certain other items (none of which concern or would adversely affect the amounts, availability, timing or conditionality of the Debt Financing), but including all fee amounts payable in connection with a termination of this Agreement, have been provided to Seller on or prior to the date of this Agreement) have been provided to Seller on or prior to the date of this Agreement), there are no side letters or other agreements, contracts, or arrangements related to the funding of the Debt Financing, other than as expressly set forth in the Debt Commitment Letter. As of the date of this Agreement, assuming no breach by Purchaser of its representations and warranties under this Agreement (and cooperation and assistance by Seller as required by the terms of this Agreement) and no breach or default by Seller of its obligations under this Agreement (in either case such that the conditions set forth in Section 6.01 or Section 6.02 would fail to be satisfied), and based upon facts and events known by Purchaser as of the date of this Agreement, Purchaser has no reason to believe that any of the conditions to the Debt Financing will not be satisfied or the Acquisition Sub Debt Financing will not be consummated as contemplated in the Debt Commitment Letter on or prior to the Closing Date, if required to comply with its obligations under this Agreement (including its obligations under Section 5.03, and including to consummate the terms transactions contemplated hereby and conditions satisfy regulatory capital requirements applicable to Purchaser or any of its Affiliates related to or arising out of the Commitment Lettersconsummation of the transactions contemplated hereby or the Purchased Assets). The aggregate proceeds of the Debt Financing, together with cash or cash equivalents held by Purchaser, as of the Closing Date, will be sufficient to enable Purchaser to pay in cash all amounts required to be paid by it in cash in connection with the transactions contemplated hereby, including payment of all amounts required to be paid pursuant to Article 2, and to pay all related fees and expenses payable by Purchaser and satisfy all regulatory capital requirements applicable to Purchaser or any of its Affiliates related to or arising out of the consummation of the transactions contemplated by this Agreement or the Purchased Assets.

Financing. (a) At Parent has delivered to the ClosingCompany true, complete and correct copies of (i) the executed commitment letter, dated on or prior to the date hereof, between Merger Sub and the Debt Financing Sources party thereto (including all exhibits, schedules, and annexes thereto, and the executed fee letter associated therewith and referenced therein (except that the fee letter is subject to redactions of commercially sensitive information), as may be amended, supplemented or modified in accordance with the terms hereof, collectively, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares “Debt Financing Commitments”), pursuant to which the Merger Debt Financing Sources party thereto have committed, subject to the terms and conditions set forth therein, to pay all fees and expenses payable by lend the Buyer or amounts set forth therein (the Acquisition Sub related to “Debt Financing”) for the purposes of funding the transactions contemplated by this Agreement. , and related fees, costs and expenses, (bii) The Buyer the executed commitment letters, dated as of the date hereof, between Parent and each of Biomedical Treasure Limited, Biomedical Future Limited and CC China (2019B) L.P., respectively (including all exhibits, schedules and annexes thereto (if any), as may be amended, supplemented or otherwise modified from time to time in accordance with the Acquisition Sub have received a commitment letter dated February 11terms hereof, 2007 (collectively, the “Debt Equity Commitment LetterLetters”) from Xxxxxx Brothers Inc. ), pursuant to which such Guarantor has committed, subject to the terms and certain of its affiliatesconditions set forth therein, together with certain other financial institutions to invest each amount set forth therein (collectively, the “LendersCash Financing”) relating and (iii) the Support Agreement (together with the Equity Commitment Letters, collectively, the “Equity Financing Commitments” and together with the Debt Financing Commitments, collectively, the “Financing Commitments”), pursuant to which, subject to the commitment terms and conditions therein, the Rollover Securityholders have committed to contribute to Parent, immediately prior to the Effective Time, the number of the Lenders to provide debt financing required Rollover Securities set forth therein and to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms other transactions contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by (together with the Equity Commitment Letter is referred to herein as Cash Financing, collectively, the “Equity Financing”; the Equity Financing, ” and together with the Debt Financing, is collectively referred to as collectively, the “Financing”). Complete Each Equity Financing Commitment provides that the Company is a third party beneficiary thereof and correct copies of the executed entitled to enforce such Equity Financing Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) terms and taken together with available cash conditions set forth therein. As of the Company date hereof, the Financing Commitments are in full force and effect with respect to, and are the Buyerlegal, will provide the Acquisition valid, binding and enforceable obligations of, Parent, Merger Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement(as applicable) and, to refinance certain existing indebtedness the knowledge of Parent, each of the Company other parties thereto, in each case, subject to the Bankruptcy and to pay related fees and expensesEquity Exception. (eb) The Commitment Letters are, as None of the Financing Commitments has been amended or modified prior to the date of this Agreement. As of the date of this Agreement, no such amendment or modification is contemplated save for any amendment, supplement or modification of the Debt Financing Commitments which is or will be made in compliance with ‎Section 6.11, and (subject the obligations and commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. Parent or Merger Sub has paid any and all fees that are due and payable on or prior to the Buyer’s rights under Section 6.11(adate of this Agreement pursuant to the terms and conditions of the Financing Commitments and will pay when due all other fees arising thereunder as and when they become due and payable pursuant to the terms and conditions of the Financing Commitments. (c) with respect Except as expressly set forth in the Debt Financing Commitments (including any fee letter and customary engagement letters and non-disclosure agreements that do not impact the conditionality, availability or amount of the Financing), as of the date hereof, there are no side letters or Contracts to amendmentswhich Parent or Merger Sub is a party that imposes conditions to, modifications and/or replacement thereofaffects, or modifies, amends or expands the conditions to, the availability of funding of the Financing or the transactions contemplated hereby. (d) will beAs of the date hereof, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute an incurable failure to satisfy a condition precedent default or breach on the part of Parent or Merger Sub or, to the Buyer knowledge of Parent, any other parties thereto, under the Financing Commitments that would prevent or delay Parent’s or Merger Sub’s ability to consummate the Acquisition transactions contemplated hereunder. The Financing Commitments contain all of the conditions precedent to the obligations of the parties thereunder to make the applicable Financing available to Parent or Merger Sub under on the terms and conditions therein. As of the Commitment Lettersdate hereof, Parent and Merger Sub have no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or the Financing will not be available to Parent or Merger Sub on the Closing Date; provided that Parent and Merger Sub are not making any representations or warranties regarding the conditions set forth in clause (3) in this ‎Section 4.7‎(d). Assuming (1) the conditions in ‎Section 7.1, ‎Section 7.2(a) and ‎Section 7.2‎(b) are satisfied or waived, (2) the Financing is funded in accordance with the Financing Commitments and (3) the aggregate amount of Offshore Available Company Cash is at least US$480,000,000 as at the Closing Date, Parent and Merger Sub will have on the Closing Date funds sufficient to (i) pay the aggregate Per Share Merger Consideration and the other payments under ‎Article II and (ii) pay any and all fees and expenses required to be paid by the Parent, Merger Sub and the Surviving Company in connection with the Merger, the other transactions contemplated by this Agreement and the Financing.

Financing. (a) At Parent has received and accepted, and delivered to the ClosingCompany complete and correct copies of, (i) the fully executed commitment letter and redacted fee letter (of which only the fee amounts, price caps and economic “flex” terms have been redacted; provided that such redacted terms do not affect the conditionality of or the amount of cash proceeds available to Parent and Merger Subsidiary), each dated as of October 21, 2015 (the “Debt Commitment Letters”), from Xxxxxxx Xxxxx Bank USA (collectively with any other agents, arrangers, managers, lenders and other entities from time to time party thereto and such Persons’ Affiliates, successors and assigns, the Buyer “Debt Financing Sources”) confirming their respective commitments to provide Parent with debt financing in connection with the Transactions (the “Debt Financing”) and (ii) fully executed commitment letters (the Acquisition Sub “Equity Commitment Letters,” and together with the Debt Commitment Letters, the “Financing Commitment Letters”) from each of the parties listed on Annex I hereto (the “Equity Financing Sources” and together with the Debt Financing Sources, the “Financing Sources”) confirming the respective counterparties’ commitments to provide Parent with equity financing in an amount up to the aggregate amount set forth therein in connection with the Transactions (the “Equity Financing,” and together with the Debt Financing, the “Financing”). Assuming that the Financing contemplated by the Financing Commitment Letters is fully funded on the terms set forth therein, Parent and Merger Subsidiary will have available all at and after the Closing funds necessary sufficient to purchase all the Shares pursuant to consummate the Merger upon the terms contemplated by this Agreement and to pay all related fees and expenses payable by the Buyer or the Acquisition Sub related of Parent, Merger Subsidiary and their respective Representatives pursuant to the transactions contemplated by this Agreement. (b) The Buyer Each of the Equity Commitment Letters is in full force and effect as of the Acquisition Sub have received Agreement Date and is a commitment letter dated February 11valid and binding obligation of Parent and Merger Subsidiary and, 2007 (to the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain knowledge of its affiliates, together with certain other financial institutions (collectivelyParent, the “Lenders”) relating to the commitment other parties thereto. The Company is a third-party beneficiary of the Lenders to provide debt financing required to consummate the Merger Equity Commitment Letters on the terms contemplated by this Agreement, to refinance certain existing indebtedness set forth therein. Each of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) Letters is referred to in this full force and effect as of the Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” Date and is a valid and binding obligation of Parent and Merger Subsidiary and, together to the knowledge of Parent, the other parties thereto. Parent or Merger Subsidiary has fully paid, or caused to be fully paid, any and all commitment or other fees in connection with the Financing Commitment Letters that are payable on or prior to the Agreement Date. As of the Agreement Date, none of the Financing Commitment Letters have been amended or modified in any respect, no such amendment or modification is contemplated (other than with respect to any “market flex” terms contained in the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment extent such “market flex” terms may be deemed an amendment or modification) and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect. As of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity FinancingDate, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute an incurable failure to satisfy a condition precedent default or breach on the part of Parent or Merger Subsidiary or, to the Buyer or knowledge of Parent, any other party thereto under any Financing Commitment Letter. There are no conditions precedent to the Acquisition Sub under the terms and conditions funding of the full amount of the Financing other than the conditions precedent set forth in the Financing Commitment Letters, and, as of the Agreement Date, Parent has no reason to believe that any term or condition of closing of the Financing that is required to be satisfied will not be satisfied, or that the Financing will not be made available to Parent on the date of the Closing. There are no side letters or other Contracts to which Parent or any of its Affiliates is a party (i) related to the funding or investing, as applicable, of the full amount of the Financing other than as expressly set forth in the Financing Commitment Letters, (ii) awarding any Person any financial advisory role on an exclusive basis or (iii) prohibiting or seeking to prohibit any Person from providing or seeking to provide financing to any Person in connection with a transaction relating to the Company.

Financing. The Company has received copies of (a) At the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11March 20, 2007 (the “Debt Commitment Letter”) 1998 from Xxxxxx Brothers Inc. DLJ Merchant Banking Partners II, L.P., and certain of its affiliatesaffiliates pursuant to which each of the foregoing has committed, together with certain other financial institutions (collectively, the “Lenders”) relating subject to the commitment terms and conditions set forth therein, to purchase securities of MergerSub for an aggregate amount equal to $54,999,997.50, (b) a letter dated March 20, 1998 from DLJ Bridge Finance, Inc. ("DLJ Bridge Fund") pursuant to which DLJ Bridge Fund has committed, subject to the terms and conditions set forth therein, to purchase senior pay-in-kind increasing rate notes of the Lenders Company in the amount of $110,000,000 and (c) a commitment letter dated March 20, 1998 from DLJ Capital Funding, Inc. ("DLJ Senior Debt Fund") pursuant to provide debt financing required which DLJ Senior Debt Fund has committed, subject to consummate the Merger on the terms contemplated by and conditions set forth therein, to enter into one or more credit agreements providing for loans to the corporation surviving the Reorganization Merger of up to $350,000,000. As used in this Agreement, the aforementioned entities shall hereinafter be referred to refinance certain existing indebtedness as the "Financing Entities". The aforementioned credit agreements and commitments to purchase equity securities of MergerSub shall be referred to as the "Financing Agreements" and the financing to be provided thereunder shall be referred to as the "Financing." The aggregate proceeds of the Company Financing are in an amount sufficient to pay the Merger Consideration, to repay the Company's and its Subsidiaries' indebtedness (excluding for this purpose capital lease obligations) together with any interest, premium or penalties payable in connection therewith, to provide a reasonable amount of working capital financing and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter expenses (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Lettercollectively, the “Commitment Letters”) from Comverse Technology"Required Amounts"). As of the date hereof, Inc. (“Equity Investor”) none of the commitment letters relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is Financing Agreements referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete above has been withdrawn and correct copies MergerSub does not know of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (any facts or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would circumstances that may reasonably be expected to constitute an incurable failure to satisfy a condition precedent on the part result in any of the Buyer or conditions set forth in the Acquisition Sub under commitment letters relating to the terms Financing Agreements not being satisfied. MergerSub believes that the Financing will not create any liability to the directors and conditions stockholders of the Commitment LettersCompany under any Federal or state fraudulent conveyance or transfer law. MergerSub further believes that, upon the consummation of the transactions contemplated hereby, including, without limitation, the Financing, the Surviving Corporation (i) will not become insolvent, (ii) will not be left with unreasonably small capital, (iii) will not have incurred debts beyond its ability to pay such debts as they mature, and (iv) will not have its capital impaired. MergerSub knows of no reason why the Merger will not be recorded as a "recapitalization" for financial reporting purposes.

Financing. (a) At the Closing, the Buyer and the Acquisition Sub will have available all the The aggregate amount of funds necessary contemplated to purchase all the Shares be provided pursuant to the Merger Financing Letters (as defined below), together with the cash on hand of Parent and its Subsidiaries, is sufficient, if funded, to (i) pay the aggregate Per Share Price and any other repayment or refinancing of Indebtedness contemplated by the Financing Letters; (ii) pay any and all fees and expenses payable required to be paid by Parent, Merger Sub and the Buyer or Surviving Corporation in connection with the Acquisition Merger and the Financing; and (iii) satisfy all of the other payment obligations of Parent, Merger Sub related to and the transactions Surviving Corporation contemplated by this Agreementhereunder. (b) The Buyer Parent and Merger Sub have delivered to the Company a true, correct and complete copy of (i) the executed commitment letter (the “Equity Financing Letter”), dated as of the date hereof, among Parent, Merger Sub and the Acquisition Sub other parties thereto (collectively, the “Equity Financing Sources”), pursuant to which the Equity Financing Sources have received a committed, subject to the terms thereof, to invest the cash amounts set forth therein (the “Equity Financing”) and (ii) the executed commitment letter letter, dated February 11as of the date hereof, 2007 from Credit Suisse Securities (USA) LLC, Xxxxxx Xxxxxxx Senior Funding, Inc., Royal Bank of Canada, RBC Capital Markets, SunTrust Bank, SunTrust Xxxxxxxx Xxxxxxxx, Inc., and The Bank of Tokyo-Mitsubishi-UFJ, Ltd. (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Equity Financing Letter, the “Commitment Financing Letters”) from Comverse Technology), Inc. (“Equity Investor”) relating pursuant to which the lenders party thereto have committed, subject to the commitment terms thereof, to lend the amounts set forth therein (the “Debt Financing” (which term shall include, if applicable, high-yield bonds issued in lieu of certain of the Equity Investor to provide cash equity investments required to consummate debt facilities as contemplated under the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Debt Commitment Letter is referred to herein as the “Equity Financing”; Letter) and, together with the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”). Complete Parent has also delivered to the Company a true, complete and correct copies copy of any fee letter in connection with the Debt Commitment Letter (it being understood that any such fee letter provided to the Company may be redacted to omit the numerical amounts provided therein) (any such fee letter, a “Fee Letter”) (c) As of the executed Commitment date hereof, the Financing Letters have not been amended or modified and none of the respective obligations and commitments contained in the Financing Letters have been provided withdrawn or rescinded in any respect. The Financing Letters, in the form so delivered to the Company. Company on the date hereof, are in full force and effect as of the date hereof. The Financing Letters are (di) legal, valid and binding obligations of Parent and Merger Sub, as applicable, and, to the Knowledge of Parent, each of the other parties thereto and (ii) enforceable in accordance with their respective terms against Parent and Merger Sub, as applicable, and, to the Knowledge of Parent, each of the other parties thereto, in each case except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally. The proceeds Financing Letters and the Fee Letter contain all of the conditions precedent to the obligations of the parties thereunder to make the Financing available to Parent on the terms therein and there are no other conditions precedent or other contingencies related to the funding of the full amount of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as . As of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute an incurable failure to satisfy a condition precedent default or breach on the part of Parent or Merger Sub, as applicable, or to the Buyer Knowledge of Parent, any other parties thereto, under the Financing Letters or that makes any of the assumptions or statements set forth in the Financing Letters inaccurate in any material respect. As of the date hereof, and subject to the satisfaction of the conditions set forth in Article VI and the performance by the Company of its obligations under this Agreement, neither Parent nor Merger Sub has any reason to believe that any of the conditions to the Financing contemplated in the Financing Letters will not be satisfied or that the Financing will not be made available to Parent and Merger Sub at or prior to the Closing Date. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment or other fees which are due and payable on or prior to the date hereof pursuant to the terms of the Financing Letters. Other than the Fee Letter and as set forth in Schedule 3.10(c), there are no side letters or other Contracts to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Financing other than as expressly set forth in the Financing Letters. (d) As of the date hereof, none of Parent, Merger Sub or any of their respective Affiliates is a party to any Contracts, or any commitment to enter into any Contracts, with any Person (including any Company Stockholder, director, officer or employee of the Company or its Subsidiaries) concerning any investments to be made in, or contributions to be made to, Parent or Merger Sub in connection with the Merger and/or any other transactions contemplated by this Agreement other than as set forth in the Financing Letters. (e) As of the date hereof, neither Parent nor Merger Sub has (i) retained any financial advisor on a basis exclusive to Parent or Merger Sub other than advisors to which the Company Board (or any authorized committee thereof) has previously consented or (ii) entered into an exclusivity, lock-up or other similar agreement, arrangement or binding understanding with any bank or investment bank or other potential provider of debt or equity financing that explicitly prohibits such provider from providing or seeking to provide such financing or financial advisory services to any third party in connection with a transaction relating to the Company or its Subsidiaries (including in connection with the making of any Alternative Transaction Proposal), in the case of clauses (i) and (ii), in connection with the Merger or the Acquisition other transactions contemplated by this Agreement. Neither Parent nor Merger Sub under the terms and conditions has caused or induced any Person to take any action that, if taken by Parent or Merger Sub, would be a breach of, or would cause to be untrue, any of the Commitment Lettersrepresentations in this Section 3.10(e).

Financing. (a) At the ClosingPurchaser is a party to and has accepted a fully executed commitment letter, dated as of August 12, 2021 (together with all exhibits and schedules thereto, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions the lenders party thereto (collectively, the “Lenders”) relating pursuant to which the Lenders have agreed, subject to the commitment of the Lenders terms and conditions thereof, to provide debt financing required to consummate in the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expensesamounts set forth therein. The debt financing contemplated by committed pursuant to the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is collectively referred to in this Agreement as the “Debt Financing.”. (cb) The Buyer Purchaser is a party to and has received an accepted a fully executed equity commitment letter letter, dated February 11as of the date of this Agreement (together with all exhibits and schedules thereto, 2007 (the “Equity Commitment Letters” andLetter”), together with by and between ArcLight Energy Partners Fund VII, L.P. (the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating and Purchaser, pursuant to which, upon the terms and subject to the commitment of conditions set forth therein, the Equity Investor Investors have agreed to provide cash equity investments required to consummate invest in Purchaser the Merger on the terms contemplated by this Agreement and to pay related fees and expensesamount set forth therein. The cash equity investments contemplated by financing committed pursuant to the Equity Commitment Letter is referred to herein as the “Equity Financing”; the .” The Equity Financing, together with Financing and the Debt Financing, is Financing are collectively referred to as the “Financing.”. Complete (c) Purchaser has delivered to Seller true, complete and correct copies of the executed Equity Commitment Letters have been provided Letter and executed Debt Commitment Letter and any fee letters related thereto, subject, in the case of such fee letters, to redaction solely of fee and other economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the conditionality, enforceability, availability or amount of the Debt Financing. The Equity Commitment Letter provides that Seller is an express third party beneficiary of the Equity Commitment Letter to the Companyextent provided therein, and is entitled to enforce directly, the Equity Commitment Letter, to the extent provided herein and therein. (d) The proceeds Except as expressly set forth in the Equity Commitment Letter and the Debt Commitment Letter, there are no conditions precedent to the obligations of the Lenders and the Equity Investors to provide the Equity Financing or the Debt Financing or any contingencies that would permit the Lenders or the Equity Investors to reduce the total amount of the Debt Financing or the Equity Financing, including any condition or other contingency relating to the amount or availability of the Debt Financing or the Equity Financing pursuant to any “flex” provision. Purchaser does not have any reason to believe that it shall be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Equity Commitment Letter or the Debt Commitment Letter on or prior to the Closing Date, nor does Purchaser have knowledge that any Lender or Equity Investor shall not perform its obligations thereunder. There are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Equity Commitment Letter or the Debt Commitment Letter that could affect the availability, conditionality, enforceability, termination or amount of the Equity Financing or the Debt Financing. (e) The Financing, when funded in accordance with the Equity Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company Letter and the BuyerDebt Commitment Letter and giving effect to any “flex” provision in or related to the Debt Commitment Letter (including with respect to fees and original issue discount), will shall provide the Acquisition Sub Purchaser with sufficient cash at the Effective Time sufficient to consummate the Merger proceeds on the terms contemplated by Closing Date sufficient for the satisfaction of all of Purchaser’s obligations under this Agreement, to refinance certain existing the Ancillary Agreements, the Equity Commitment Letter and the Debt Commitment Letter, including the payment of the Closing Purchase Price, and any fees and expenses of or payable by Purchaser, Purchaser’s Affiliates or the Transferred Entities, and for any repayment or refinancing of any outstanding indebtedness of Purchaser and/or the Company and to pay related fees and expensesTransferred Entities contemplated by, or required in connection with the transactions described in, this Agreement, the Ancillary Agreements, the Equity Commitment Letter or the Debt Commitment Letter (the “Financing Amounts”). (ef) The Equity Commitment Letters are, as of Letter and the date of this Agreement, and (subject to Debt Commitment Letter constitute the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated therebylegal, valid, binding and enforceable obligations of Purchaser and, to the Knowledge of Purchaser, all the other parties thereto and are in full force and effect and effect. As of the date hereof, no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, which (with or without notice, lapse of time or both) could constitute a default, would reasonably be expected to constitute an incurable breach or failure to satisfy a condition precedent on the part of the Buyer by Purchaser or the Acquisition Sub any other party thereto under the terms and conditions of the Equity Commitment LettersLetter or the Debt Commitment Letter, and Purchaser does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied on a timely basis or that the Financing will not be available in full on the date of the Closing. As of the date hereof, Purchaser has paid (or caused to be paid) in full any and all commitment fees or other fees required to be paid on or before the date of this Agreement pursuant to the terms of the Debt Commitment Letter or any related fee letter and shall pay in full on or before the Closing Date any such amounts due on or before the Closing Date. The Equity Commitment Letter and the Debt Commitment Letter have not been modified, amended or altered and none of the respective commitments thereunder has been terminated, reduced, withdrawn or rescinded in any respect, and, to the Knowledge of Purchaser, no termination, reduction, withdrawal, modification, amendment, alteration or rescission thereof is contemplated. (g) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by Purchaser or any of its Affiliates or any other financing or other transactions be a condition to any of Purchaser’s obligations under this Agreement.

Financing. (a) At Buyers have delivered to Seller true and complete copies, including all exhibits, schedules or amendments thereto, of the Closingfully executed commitment letter, dated as of the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11date hereof, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates), together with certain other financial institutions by the lenders party thereto (collectively, the “Lenders”) relating ), in favor of Silgan, pursuant to which, subject to the commitment of terms and conditions set forth therein, the Lenders have committed to provide debt financing required in the aggregate amounts described therein, the proceeds of which shall be used in part to consummate the Merger on the terms transactions contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter herein (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”) and any fee letters related thereto (the “Fee Letters”) (it being understood that such Fee Letters have been redacted to omit the fee amounts and flex provisions provided therein). (cb) The Buyer has received an equity commitment letter dated February 11Debt Commitment Letter is in full force and effect and is a valid and binding obligation of the parties thereto, 2007 enforceable against the parties thereto in accordance with their terms, except to the extent that: (i) enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the “Equity Commitment Letters” andenforcement of creditors’ rights generally; and (ii) the availability of equitable remedies, together with including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. The aggregate proceeds contemplated to be provided by the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technologytogether with Silgan’s and Buyers’ cash on hand and funds available to Silgan and Buyers under their existing revolving credit facility, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required will be sufficient to consummate the Merger on the terms transactions contemplated by this Agreement and to pay all of Silgan’s and Buyers’ related fees and expenses. The cash equity investments obligations of the Lenders to fund the commitments under the Debt Commitment Letter are not subject to any conditions other than as expressly set forth in the Debt Commitment Letter or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. There are no side letters, understandings or other agreements, contracts or arrangements relating to the funding of the full amount of the Debt Financing other than as expressly set forth in or contemplated by the Equity Debt Commitment Letter is referred or the Fee Letters. Silgan and Buyers have fully paid any and all commitment fees or other fees required to herein as be paid pursuant to the “Equity Financing”; the Equity Financing, together with terms of the Debt FinancingCommitment Letter and the Fee Letters, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of extent the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) same are due and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as payable. As of the date of this Agreement: (i) the Debt Commitment Letter has not been amended or modified, no such amendment or modification is contemplated, and the respective commitments have not been withdrawn, rescinded or terminated in any way; and (subject to the Buyer’s rights under Section 6.11(aii) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, that (with or without notice, lapse of time or both, ) would reasonably be expected to constitute an incurable a breach, default or failure to satisfy a any condition precedent on to funding under the part Debt Commitment Letter by Silgan or Buyers. As of the Buyer date of this Agreement, Buyers have no knowledge of any facts or the Acquisition Sub under the terms and conditions circumstances that are reasonably likely to result in: (i) any of the conditions set forth in the Debt Commitment LettersLetter not being satisfied; or (ii) the funding contemplated in the Debt Commitment Letter not being made available to Silgan or Buyers on a timely basis in order to consummate the transactions contemplated by this Agreement.

Financing. (a) At Newco and Merger Sub have delivered to the ClosingCompany a complete and accurate copy of an executed commitment letter (the “Commitment Letter”) from Vista Equity Partners Fund III, L.P. (the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares “Investor”) pursuant to which the Investor has committed, on the terms and subject solely and exclusively to the conditions set forth therein, to invest the cash amounts set forth therein in Newco to fully finance the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the other transactions contemplated by this Agreement. (b) The Buyer Commitment Letter has not been amended or modified, and the Acquisition Sub have received a commitment letter dated February 11, 2007 (set forth in the “Debt Commitment Letter has not been withdrawn or rescinded in any respect. The Commitment Letter”) from Xxxxxx Brothers Inc. , in the form so delivered to the Company on the date hereof, is in full force and certain effect and is a legal, valid and binding obligation of its affiliatesNewco and, to the knowledge of Newco, the Investor for so long as it remains in full force and effect. There are no conditions precedent or other contingencies related to the funding of the full amount of the financing contemplated by the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject solely and exclusively to the conditions set forth in the Commitment Letter, the aggregate proceeds of the financing contemplated by the Commitment Letter, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment available cash of the Lenders Company (in an amount equal to provide debt financing required at least the Minimum Closing Cash Amount) and assuming the accuracy of the Company’s representations and warranties herein, will be sufficient to enable Newco and Merger Sub to consummate the Merger on upon the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms make all payments contemplated by this Agreement in connection with the Merger (including payment of all amounts payable under Article II of this Agreement in connection with or as a result of the Merger) and to pay related all fees and expensesexpenses associated therewith. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no No event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent default or breach on the part of the Buyer Newco or the Acquisition Merger Sub under the terms and conditions any term or condition of the Commitment LettersLetter, subject to the Company’s compliance with this Agreement and the satisfaction (or waiver by Newco) of the conditions in Sections 7.1 and 7.2 hereof. Subject to the Company’s compliance with this Agreement and the satisfaction (or waiver by Newco) of the conditions in Sections 7.1 and 7.2 hereof, neither Newco nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it in the Commitment Letter. Newco has fully paid any and all commitment and other fees that have been incurred and are due and payable in connection with the Commitment Letter, and Newco will pay when due all other commitment and other fees arising under the Commitment Letter as and when they become payable. (c) As of the date hereof, neither Newco nor Merger Sub, nor any of their respective Affiliates, is (and prior to the No-Shop Period Start Date neither shall be) a party to or otherwise bound by any Contracts, or has (or prior to the No-Shop Period Start Date shall have) any formal or informal arrangements or other understandings (whether or not binding), with any Person (including any stockholder, director, officer or other employee of the Company or any of its Subsidiaries) concerning any equity investments to be made in or contributions to be made to Newco or Merger Sub in connection with the Merger and/or any other transactions contemplated by this Agreement other than as set forth in the Commitment Letter or with their respective Affiliates. As of the date hereof, neither Newco nor Merger Sub, nor any of their respective Affiliates, is (and prior to the No-Shop Period Start Date neither shall be) a party to or otherwise bound by any Contracts, or has (or prior to the No-Shop Period Start Date shall have) any formal or informal arrangements or other understandings (whether or not binding), with any Person (including any stockholder, director, officer or other employee of the Company or any of its Subsidiaries) concerning the ownership and operation of Newco, Merger Sub, the Surviving Corporation or any of its Subsidiaries at any time from and after the Effective Time. (d) As of the date hereof, neither Newco nor Merger Sub, nor any of their respective Affiliates, is (and prior to the No-Shop Period Start Date neither shall be) a party to any Contracts, or has (or prior to the No-Shop Period Start Date shall have) made or entered into any formal or informal arrangement or other understanding (whether or not binding), with any other Person that has or would have the effect of requiring such Person to provide Newco or Merger Sub with financing or other potential sources of capital (whether equity, debtor a hybrid thereof) in any such case on an exclusive basis in connection with the Merger or any other transaction contemplated by this Agreement, or that has or would have the effect of preventing, impairing or otherwise limiting the ability of any Person to provide financing or other potential sources of capital (whether equity, debt or a hybrid thereof) to any other Person in connection with any transaction involving the Company.

Financing. (a) At the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant Parent has delivered to the Merger Company true and to pay all fees complete fully executed copies of (A) the commitment letter, dated as of July 23, 2012, between Parent and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer Bank of America, N.A. and the Acquisition Sub have received a commitment letter dated February 11Xxxxxxx Lynch, 2007 Pierce, Xxxxxx & Xxxxx Incorporated (the “Debt Commitment LetterFinancing Commitment”) from Xxxxxx Brothers Inc. ), pursuant to which and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating subject to the commitment terms and conditions thereof each of the Lenders parties thereto (other than Parent) has agreed to provide debt financing required to consummate lend the Merger amounts set forth therein (the provision of such funds as set forth therein on the terms contemplated by this Agreementand conditions set forth therein, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. ) and (cB) The Buyer has received an equity commitment letter the investment agreement, dated February 11as of July 23, 2007 2012, between Parent and Carlyle Partners V, L.P. (the “Equity Commitment Letters” Financing Commitment”; and, together with the Debt Commitment LetterFinancing Commitment, the “Commitment LettersFinancing Commitments”) from Comverse Technology), Inc. (“Equity Investor”) relating pursuant to which and subject to the commitment terms and conditions thereof the party thereto (other than Parent) has agreed to invest the amounts set forth therein in the form of equity securities to be issued by Parent (the Equity Investor to provide cash equity investments required to consummate the Merger provision of such funds as set forth therein on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as conditions set forth therein, the “Equity Financing”; the Equity Financingand, together with the Debt Financing, is collectively referred to as the “Financing”. Complete ) for the purposes of permitting Parent and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Merger Sub with sufficient cash at the Effective Time sufficient to consummate the Merger and the transactions contemplated hereby on a timely basis and to (i) effect, as required, the terms contemplated by this Agreement, to refinance certain existing indebtedness repayment or refinancing of any outstanding Indebtedness that may become due and payable as a result of the Company Merger, (ii) pay any and to pay related all fees and expenses. expenses required to be paid by Parent and Merger Sub in connection with the Merger and the Financing and (eiii) The Commitment Letters are, as satisfy all of the other payment obligations of Parent and Merger Sub contemplated hereunder. As of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendmentsFinancing Commitments, modifications and/or replacement thereof) will bein the form so delivered, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and are in full force and effect and are legal, valid and binding obligations of Parent and Merger Sub and each of the other parties thereto. None of the Financing Commitments has been amended, supplemented or otherwise modified prior to the date of this Agreement, and the respective commitments contained in the Financing Commitments have not, prior to the date of this Agreement, been withdrawn or rescinded in any respect. As of the date of this Agreement, except for the payment of customary fees, there are no conditions precedent or other contingencies related to the funding of the full amounts of the Financing, other than as set forth in or contemplated by the Financing Commitments. Parent and Merger Sub have fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid by them on or prior to the date of this Agreement. As of the date of this Agreement, no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent default or breach on the part of Parent or Merger Sub, and to the Buyer or the Acquisition Sub Knowledge of Parent, any other parties thereto, under the terms and conditions Financing Commitments. As of the Commitment Lettersdate of this Agreement, neither Parent nor Merger Sub has any reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that any portion of the Financing to be made thereunder will not otherwise be made available to Parent or Merger Sub on the Closing Date. Parent will provide to the Company any amendments to the Financing Commitments, as promptly as possible (but in any event within 48 hours of the effectiveness of such amendment).

Financing. HTI Acquisition has delivered to Alleghany (ai) At the Closingtrue, the Buyer correct and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (bcomplete signed counterpart(s) The Buyer and the Acquisition Sub have received a of commitment letter dated February 11, 2007 letters (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “"Equity Commitment Letters” "), dated on or prior to the date hereof, whereby the parties thereto (the "Equity Investors") have agreed, subject to the terms and conditions set forth therein, to make or cause to be made in HTI Holding equity investments in cash in the aggregate amount of not less than $25,000,000 (the "Equity Commitment"); (ii) a true, correct and complete signed counterpart of a letter agreement by and between HTI Holding and HTI Acquisition, dated on or prior to the date hereof, whereby HTI Holding has agreed to contribute the entire Equity Commitment to HTI Acquisition (the "Contribution Letter"); and (iii) true, correct and complete signed counterpart(s) of commitment letter(s), dated on or prior to the date hereof, pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to provided or cause to be provided debt financing in connection with the transactions provided for herein and revolving credit to HTI Acquisition (the "Commitment Letters" and, together with the Debt Equity Commitment Letters and the Contribution Letter, the “Commitment Letters”) from Comverse Technology"Commitments"). The Commitments have not been amended in a manner that would be prohibited by the last sentence of this Section 5.6 and are, Inc. (“Equity Investor”) relating to the commitment Knowledge of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement HTI Acquisition, in full force and to pay related fees and expenseseffect. The cash equity investments contemplated by Commitments are subject to no contingencies or conditions other than those set forth in the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided Commitments delivered to Alleghany. Subject to the Company. (d) The proceeds terms and conditions of the FinancingCommitments, when funded in accordance and subject to the terms and conditions of this Agreement, the Commitments would provide HTI Acquisition with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash acquisition financing at the Effective Time sufficient to consummate the Merger on upon the terms contemplated by this AgreementAgreement (the "Acquisition Financing"). Nothing contained in this Agreement shall prohibit HTI Acquisition or the Equity Investors from entering into agreements relating to the financing or the operation of HTI Acquisition or the Surviving Equity, to refinance certain existing indebtedness including adding other equity providers or operating partners; provided that (i) the aggregate amount of the Company Equity Commitment shall not be reduced in any way to less than $25,000,000 and to pay related fees (ii) HTI Acquisition shall have obtained any and expenses. (e) The Commitment Letters are, as all required consents of the date of this Agreement, and (subject to the Buyer’s rights lenders under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent on the part of the Buyer or the Acquisition Sub under the terms and conditions of the Commitment Letters.

Financing. (a) At the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant On or prior to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related date hereof, Parent has delivered to the transactions contemplated by this Agreement. (b) The Buyer Company true, accurate and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct complete copies of (i) the fully executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financingdebt commitment letter, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, dated as of the date of this Agreement, by and among inter alia Parent and the Financing Parties specified therein (the “Initial Debt Commitment Letter”) and (ii) the executed fee letter(s), dated as of the date of this Agreement, referenced therein, relating to fees and other terms with respect to the Debt Financing contemplated by such Initial Debt Commitment Letter (with only fee amounts and customary pricing and other economic terms (including “market flex” provisions) redacted, none of which redacted provisions would reasonably be expected to affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Debt Financing) (such Initial Debt Commitment Letter, all exhibits, schedules, term sheets, annexes, supplements, amendments and other modifications thereto that are permitted under Section 5.22 and any fee letter(s) with respect thereto of the type described in this subclause (ii) (in each case together with joinders to add additional Financing Parties), the “Debt Commitment Letters”). Pursuant to the Debt Commitment Letters as in effect on the date hereof, and subject to the Buyer’s rights terms and conditions thereof, the Financing Parties party thereto have committed to lend Parent and/or its Subsidiaries party thereto the amounts set forth in the Debt Commitment Letters for the purposes set forth therein (the debt financing contemplated in the Debt Commitment Letters, together with any replacement debt financing permitted hereunder, including any bank financing or debt securities issued in lieu thereof, the “Debt Financing”). (b) As of the date of this Agreement, to the Knowledge of the Parent the commitments under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and Debt Commitment Letters are in full force and effect and have not been withdrawn, rescinded, reduced or terminated, or otherwise amended or modified in any respect and, to the Knowledge of Parent, no termination, reduction, withdrawal, rescission, amendment or modification is contemplated (other than as expressly set forth therein and to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the Debt Commitment Letters as of the date of this Agreement), and the Debt Commitment Letters, in the form so delivered, constitute the legal, valid and binding obligations of, and are enforceable against, Parent, its Subsidiaries party thereto and, to the Knowledge of Parent, each of the other parties thereto, subject, in each case, to the Enforceability Exceptions. (c) Parent has fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Commitment Letters to be paid on or before the date of this Agreement, and will pay in full any such other amounts that are due and payable under the Debt Commitment Letters on or before the Closing Date as and when due and payable. Except as expressly set forth in the Debt Commitment Letters, there are no conditions precedent to the obligations of the Financing Parties party thereto to provide the Debt Financing or any contingencies that would permit the Financing Parties party thereto to reduce the aggregate principal amount of the Debt Financing. As of the date of this Agreement, other than the Debt Commitment Letters and a securities engagement letter (together with one or more fee and credit letters related thereto), there are no Contracts, agreements, “side letters” or other arrangements to which Parent or any of its Subsidiaries is a party relating to the Debt Commitment Letters or the Debt Financing. (d) As of the date of this Agreement, no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, constitutes, or would reasonably be expected to constitute an incurable constitute, a default or breach or a failure to satisfy a condition precedent on by Parent or its Subsidiaries or, to the part Knowledge of the Buyer or the Acquisition Sub Parent, any other party thereto, under the terms and conditions of the Initial Debt Commitment LettersLetter or would result in any of the conditions in any of the Debt Commitment Letters not being satisfied on the Closing Date. Assuming the satisfaction of the conditions set forth in Section 6.3(a) and Section 6.3(b), the Debt Financing, when funded in accordance with the Initial Debt Commitment Letter and giving effect to any “flex” provision in or related to the Initial Debt Commitment Letter (including with respect to fees, expenses and original issue discount and similar premiums or charges and after giving effect to the maximum amount of flex (including original issue discount flex) provided under the Initial Debt Commitment Letter), together with cash and cash equivalents immediately available to Parent on the Closing Date, shall provide Parent with proceeds on the Closing Date sufficient for the satisfaction of all of Parent’s and its Affiliates’ obligations required to be satisfied on the Closing Date under this Agreement and the Initial Debt Commitment Letter (and the Definitive Agreements for the Debt Financing contemplated therein), including the payment of any fees, expenses and other amounts of or payable by Parent or Merger Sub or Parent’s other Affiliates on the Closing Date in connection with the Merger (as described in this Agreement) and the Debt Financing contemplated by the Initial Debt Commitment Letter and for any repayment or refinancing of the outstanding indebtedness of the Company, Parent and/or their respective Subsidiaries that is defined as the “Refinanced Indebtedness” in Exhibit A to the Initial Debt Commitment Letter (such amounts, collectively, the “Financing Amounts”). As of the date of this Agreement, no Financing Party under the Debt Commitment Letters has notified Parent or any of Parent’s Affiliates of its termination or repudiation (or intent to terminate or repudiate) any of the commitments under the Debt Commitment Letters or intent not to provide the Debt Financing. (e) Parent and Merger Sub expressly acknowledge and agree that their obligations under this Agreement to consummate the Merger or any of the other transactions contemplated by this Agreement, are not subject to, or conditioned on, the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing).

Financing. Parent has delivered to the Company true, correct and complete fully-executed copy of the commitment letter, dated as of September 15, 2010 among Parent and Banc of America Securities LLC and Banc of America Bridge LLC (the “Financing Sources”), including all exhibits, schedules, annexes and amendments to such commitment letter in effect as of the date of this Agreement (other than fee letters and engagement letters, provided, that Parent has delivered excerpts of those portions of such fee letters and engagement letters that contain any conditions to funding or “flex” provisions or other provisions (excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties) regarding the terms and conditions of the financing to be provided thereby) (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, the “Commitment Letter”), pursuant to which and subject to the terms and conditions thereof the Financing Sources have agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. As of the date of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Parent and, to the knowledge of Parent, the Financing Sources, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing (including pursuant to any “flex” provisions in connection therewith), other than as expressly set forth in the Commitment Letter, and as of the date of this Agreement there are no side letters or other contracts or arrangements related to the Financing other than the Commitment Letter. Assuming the accuracy of the representations and warranties set forth in Section 3.2 and Section 3.6(b) and the Company’s compliance with its obligations under Section 5.1(b) and Section 5.1(i), subject to the terms and conditions of the Commitment Letter, the net proceeds contemplated from the Financing, together with other financial resources of Parent and Merger Sub, including cash on hand and marketable securities of Parent and Merger Sub at the Effective Time, will, in the aggregate, be sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including (a) At the Closing, payment of the Buyer Merger Consideration and the Acquisition Sub will have available all the funds necessary any other amounts required to purchase all the Shares be paid pursuant to Article II, and (b) the Merger and to pay payment of all fees and expenses payable and other payment obligations required to be paid or satisfied by the Buyer or the Acquisition Parent, Merger Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together Surviving Corporation in connection with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (including any repayment or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash refinancing of Indebtedness as a result of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness consummation of the Company Merger. Assuming the accuracy of the representations and to pay related fees and expenses. (e) The Commitment Letters arewarranties set forth in Article III, as of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(ai) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, which would constitute a breach or default (or an event which with notice or without notice, lapse of time or bothboth would constitute a default), would reasonably be expected to constitute an incurable failure to satisfy a condition precedent in each case, on the part of the Buyer Parent or the Acquisition Merger Sub under the terms Commitment Letter or, to the knowledge of Parent and conditions Merger Sub, any of the Financing Sources, and (ii) subject to the satisfaction of the conditions contained in Section 7.1 and Section 7.2 hereof, Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement will not be available to Parent at the Effective Time. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Commitment LettersLetter.

Financing. Parent has delivered to the Company true, correct and complete copies of (ai) At executed commitment letters (as the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares same may be amended pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11Section 6.09(b), 2007 (the “Debt Commitment Financing Commitments”), as set forth in Section 4.06 of the Parent Disclosure Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectivelypursuant to which the lender parties thereto have agreed, the “Lenders”) relating subject to the commitment of the Lenders terms and conditions thereof, to provide or cause to be provided the debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter amounts set forth therein (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. ), and (cii) The Buyer has received an executed equity commitment letter dated February 11, 2007 (the “Equity Commitment LettersFinancing Commitment,” and, and together with the Debt Commitment LetterFinancing Commitment, the “Commitment LettersFinancing Commitments”) from Comverse Technology), Inc. (“Equity Investor”) relating as set forth in Section 4.06 of the Parent Disclosure Letter, pursuant to which ONCAP Investment Partners II, L.P. has committed, subject to the commitment of terms and conditions thereof, to invest the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as amount set forth therein (the “Equity Financing”; the Equity Financing, ,” and together with the Debt Financing, is collectively referred to as the “Financing”). Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as As of the date of this Agreement, none of the Financing Commitments has been amended or modified, and (subject the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded. Other than as set forth in the Financing Commitments, there are no other written or oral agreements, understandings or Contracts between Parent, Sub or any of their Affiliates and the other parties to the Buyer’s rights under Section 6.11(aFinancing Commitments and their Affiliates that (A) with respect adversely amend or expand upon the conditions precedent to amendmentsthe Financing as set forth in such Financing Commitment, modifications and/or replacement thereof(B) will bewould reasonably be expected to delay or hinder the Closing or (C) reduce the aggregate amount of available Financing. As of the date of this Agreement, at all times until replaced by (i) the definitive agreements contemplated thereby, valid, binding and Financing Commitments are in full force and effect and no event within a legal, valid and binding obligation of Parent, Sub and their Affiliates party to such Financing Commitments and, to the direct or indirect control knowledge of Parent, the other parties thereto and (ii) neither Parent nor Sub is in breach of any of the Buyer terms or conditions set forth therein and, to the Acquisition Sub knowledge of Parent, no fact, occurrence, condition or event exists or has occurred which, with or without notice, lapse of time or both, would could reasonably be expected to constitute an incurable a breach or failure to satisfy a condition precedent set forth in the Financing Commitments or that would reasonably be expected to cause the commitments provided in the Financing Commitments to be terminated. Parent and Sub have paid any and all commitment and other fees that have been incurred and are due and payable on or prior to the part of date hereof in connection with the Buyer or the Acquisition Sub under Financing Commitments. Subject to the terms and conditions of this Agreement (including the Commitment Lettersaccuracy of the Company’s representations and warranties in Section 3.03 and 3.13), as of the date hereof, the aggregate proceeds contemplated by the Financing Commitments, together with the available cash of the Company on the Closing Date, will be sufficient for Parent and Sub to pay the Merger Consideration, Restricted Share Consideration, and the Option Consideration upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated with the Transactions (including any and all change in control payments), including payment of all amounts under Article II of this Agreement.

Financing. (a) At the ClosingAmneal has delivered to Impax a true, the Buyer correct and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. complete copy of (bi) The Buyer and the Acquisition Sub have received a an executed commitment letter dated February 11(including all exhibits and schedules thereto, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions pursuant to which the Debt Financing Sources party thereto have agreed (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreementand subject to the conditions thereof), to refinance certain existing indebtedness of lend the Company amounts set forth therein (the “Debt Financing Commitments”) and to pay related fees and expenses. The financing contemplated by (ii) the fee letter(s) referenced in the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Fee Letter”). As of the date of this Agreement, there are no agreements, side letters or arrangements (other than the Debt Financing”Commitment Letter and the Fee Letter) to which Amneal is a party relating to any of the Debt Financing Commitments. (cb) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with Except as expressly set forth in the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters areFee Letter, as of the date of this Agreement, assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, there are no conditions precedent to the funding of the full amount of the Debt Financing. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 and the funding of the Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter, the aggregate proceeds contemplated by the Debt Commitment Letter, together with other financial resources of Amneal will be sufficient for (i) the repayment in full of all amounts outstanding under the Existing Credit Facilities of Impax and its Subsidiaries pursuant to their terms, (ii) to the extent necessary, for the repurchase of the Impax Convertible Notes at par plus accrued but unpaid interest thereon and (subject iii) the satisfaction of Amneal’s obligations to pay any fees and expenses of or payable by Amneal in connection with this Agreement, the Buyer’s rights under Section 6.11(a) with respect to amendmentsTransactions and the Ancillary Transactions (the “Required Amount”). As of the date of this Agreement, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding Debt Commitment Letter and the Fee Letter are in full force and effect effect, and constitute the valid and binding obligation of Amneal and, to the Knowledge of Amneal, each of the other parties thereto (subject in each case to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or at law). As of the date of this Agreement, Amneal is not in breach of any of the terms or conditions set forth in the Debt Commitment Letter or the Fee Letter. As of the date of this Agreement, assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 and the accuracy of the representations and warranties of Impax set forth in this Agreement in all material respects, (i) no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred whichthat, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent default or breach on the part of the Buyer or the Acquisition Sub Amneal under the terms and conditions of the Debt Commitment LettersLetter or (ii) would reasonably be expected to result in any of the conditions within its control in the Debt Commitment Letter not being satisfied in a timely manner. Amneal has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Debt Commitment Letter or Fee Letter on or before the date of this Agreement. The Debt Commitment Letter has not been modified or amended as of the date of this Agreement, and as of the date of this Agreement none of the respective commitments under the Debt Commitment Letter have been reduced, withdrawn or rescinded by Amneal or, to Amneal’s Knowledge, the Debt Financing Sources party thereto. Notwithstanding anything to the contrary set forth in this Section 4.25(b), to the extent that the representations and warranties contained in this Section 4.25(b), are not true or correct in any respect, but all other conditions set forth in Section 7.01 and Section 7.02(a) are then satisfied and Amneal is otherwise is ready, willing and able to consummate the Transactions, then the representations and warranties set forth in this Section 4.25(b) shall be deemed to be true and correct in all respects in order to deem the condition set forth in Section 7.02(a) satisfied, so long as the Closing occurs. (c) The obligations of Amneal under this Agreement are not subject to any conditions regarding Amneal’s, its Affiliates’ or any other person’s ability to obtain financing for the consummation of the Transactions contemplated hereby.

Financing. (a) At SpinCo has delivered to RMT Parent a true, complete and fully executed copy of a commitment letter, including (i) all exhibits, schedules, attachments and amendments to such commitment letter in effect as of the Closingdate of this Agreement and (ii) any associated fee letters (together, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt SpinCo Commitment Letter”) from Xxxxxx Brothers Inc. the lead arrangers, lenders and certain of its affiliates, other financing sources party thereto (together with certain all additional lead arrangers, lenders and other financial institutions (collectively, the “Lenders”) relating financing sources added to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt SpinCo Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Alternative SpinCo Commitment Letter, the “Commitment LettersSpinCo Lenders”) from Comverse Technology), Inc. pursuant to which, among other things, the SpinCo Lenders have committed to SpinCo to provide, or cause to be provided, to SpinCo debt financing in the aggregate amount set forth therein (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments bank financing contemplated by the Equity SpinCo Commitment Letter is referred to herein as the “Equity Financing”; the Equity FinancingLetter, together with the Debt Financing, is collectively being referred to as the “SpinCo Financing”). Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as As of the date of this Agreement, (x) the SpinCo Commitment Letter has not been amended, restated, waived or modified and (subject y) the respective commitments contained in the SpinCo Commitment Letter have not been withdrawn, modified or rescinded in any respect. Except for the SpinCo Commitment Letter (together with all ancillary documents referenced therein), there are no side letters or other Contracts, instruments or other commitments, obligations or arrangements (whether written or oral) related to the Buyer’s rights under Section 6.11(afunding of the full amount of the SpinCo Financing. (b) with respect to amendmentsAs of the date of this Agreement, modifications and/or replacement thereof) will bethe SpinCo Commitment Letter, at all times until replaced by in the definitive agreements contemplated therebyform so delivered, valid, binding and is in full force and effect and is a legal, valid and binding obligation of SpinCo and, to the knowledge of SpinCo, the other parties thereto (in each case, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity). As of the date of this Agreement (assuming the accuracy of the representations and warranties and undertakings of RMT Parent and Merger Sub under this Agreement for such purpose), (x) no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred whichthat, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent default or breach on the part of SpinCo under any term or condition of the Buyer SpinCo Commitment Letter and (y) SpinCo is not aware of any fact, event or any other occurrence that makes any of the Acquisition Sub representations or warranties of SpinCo in the SpinCo Commitment Letter inaccurate in any material respect. SpinCo has fully paid, or caused to be fully paid, any and all commitment fees, any other fees or any other amounts required by the SpinCo Commitment Letter to be paid on or before the date of this Agreement. On the Distribution Date, assuming the SpinCo Financing is funded in accordance with the SpinCo Commitment Letter, the proceeds of the SpinCo Financing will be sufficient to pay the Internal Reorganization Cash Payments (the “SpinCo Financing Transactions”). Other than as set forth in the SpinCo Commitment Letter, there are no conditions precedent to the funding of the full amount of the SpinCo Financing. As of the date of this Agreement, and subject to the satisfaction of all the conditions set forth in Section 8.01 and Section 8.02, SpinCo has no reason to believe that any of the conditions to the SpinCo Financing that are required to be satisfied by it or any other party to the SpinCo Commitment Letter as a condition to the obligations under the terms and conditions of SpinCo Commitment Letter will not be satisfied on a timely basis or that the SpinCo Financing contemplated by the SpinCo Commitment LettersLetter will not be available to SpinCo immediately prior to, or on, the Distribution Date.

Financing. (a) At the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant Parent has delivered to the Merger Company true, correct and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters arecomplete copies, as of the date of this Agreement, of (i) executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III, L.P. and TPG Partners V, L.P. (each, an “Equity Provider”, and collectively the “Equity Provider Group”) to provide, subject to the Buyer’s rights under terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”), and (ii) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from Xxxxxx Xxxxxxx Senior Funding, Inc., Citigroup Global Markets Inc., JPMorgan Securities Inc. and JPMorgan Chase Bank, N.A. (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing”, and together with the Equity Financing collectively referred to as the “Financing”). As of the date hereof, none of the Equity Funding Letters or Debt Commitment Letters has been amended or modified, no such amendment or modification is contemplated, and the respective commitments contained in such letters have not been withdrawn or rescinded in any respect. Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Equity Funding Letters and the Debt Commitment Letters that are payable on or prior to the date hereof and, as of the date hereof, the Equity Funding Letters and the Debt Commitment Letters (or, if applicable, any alternative debt commitment letters entered into pursuant to Section 6.11(a5.5(a)) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by are the definitive agreements contemplated thereby, valid, binding and enforceable obligations of Parent and Merger Sub, and to the Knowledge of Parent, the other parties thereto. Assuming the Financing is funded and assuming the accuracy of the representations and warranties set forth in full force Article 3 and effect performance by the Company of its obligations under Section 5.2, the net proceeds contemplated by the Equity Funding Letters and Debt Commitment Letters will, together with Company cash, in the aggregate be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration, Option Consideration and RSU Consideration (and any other repayment or refinancing of debt contemplated by this Agreement or the Equity Funding Letters or the Debt Commitment Letters) and any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses. As of the date of this Agreement, no event within the direct or indirect control of the Buyer or the Acquisition Sub 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 under the Equity Funding Letters or the Debt Commitment Letters; provided that Parent is not making any representation regarding the effect of the inaccuracy of the representations and warranties in Article 3. As of the date of this Agreement, Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent or Merger Sub on the date of the Closing; provided that Parent is not making any representation regarding the inaccuracy of the representations and warranties set forth in Article 3, or the failure of the Company to perform its obligations hereunder. The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to Parent on the terms therein. (b) Neither Parent, Merger Sub nor any member of the Equity Provider Group has (i) retained any financial advisor on an exclusive basis other than Affiliates of any member of the Equity Provider Group or (ii) entered into an agreement, arrangement or understanding with any bank or investment bank or other potential provider of debt or equity financing on an exclusive basis (or otherwise on terms that could reasonably be expected to constitute an incurable failure prevent (or otherwise hinder) such provider from providing or seeking to satisfy provide such financing to any third party in connection with a condition precedent on transaction relating to the part Company or its Subsidiaries (including in connection with the making of any Takeover Proposal)), in the case of clauses (i) and (ii), in connection with the Merger or the other Transactions, except, in the case of clause (ii), for such actions taken after the No-Shop Period Start Date to the extent permitted pursuant to the second sentence of Section 5.5(c). Neither Parent, Merger Sub nor any member of the Buyer Equity Provider Group has caused or the Acquisition induced any Person to take any action that, if taken by Parent, Merger Sub under the terms and conditions or any member of the Commitment LettersEquity Provider Group, would be a breach of, or would cause to be untrue, any of the representations in this Section 4.5(b).

Financing. (a) At the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant The Purchaser has delivered to the Merger Seller true and to pay all fees complete copies of executed commitment letters with the lenders and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions arrangers party thereto (collectively, the “Lenders”) relating (including (i) all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (other than any fee letters) and (ii) any fee or engagement letters with the Lenders associated therewith that contain any conditions to funding or “flex” provisions, but excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties) (collectively, the “Debt Commitment Letters”), pursuant to which the Lenders have agreed, subject to the commitment of terms and conditions set forth therein, to lend the Lenders to provide debt financing required to consummate amounts set forth therein for the Merger on the terms transactions contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter Agreement (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) ). The Buyer Purchaser has received an also delivered to the Seller a true and complete copy of the executed equity commitment letter (including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement), dated February 11as of the date of this Agreement, 2007 between Parent and the Investor (the “Equity Commitment” and together with the Debt Commitment Letters, the “Financing Commitments”), pursuant to which the Investor has agreed, subject to the terms and conditions set forth therein, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding a portion of the funds required to pay the Closing Payment upon the Closing pursuant to this Agreement (the “Equity Financing” and, together with the Debt Commitment LetterFinancing, the “Commitment LettersAcquisition Financing”) from Comverse Technology). The Financing Commitments, Inc. (“Equity Investor”) relating to together with any available cash of Parent and its Subsidiaries, will be sufficient for the commitment of the Equity Investor to provide cash equity investments required Purchaser to consummate the Merger on the terms transactions contemplated by this Agreement on the terms and subject to pay related fees and expensesthe conditions set forth herein. The cash equity investments contemplated Purchaser or Parent has fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or before the date of this Agreement. The Seller is an express third party beneficiary of the Equity Commitment Letter and is referred entitled to herein enforce such agreement, and the Investor has agreed, subject in all respects to Section 10.14(b), not to oppose the granting of an injunction, specific performance or other equitable relief on the basis that Parent or the Seller, as the “Equity Financing”; the Equity Financingapplicable, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Companyhas an adequate remedy at law. (db) The proceeds As of the Financingdate of this Agreement, when funded the Financing Commitments are in full force and effect and are the legal, valid and binding obligation of the Purchaser (in the case of the Debt Commitment Letters), Parent (in the case of the Equity Commitment) and, to the Purchaser’s Knowledge, the other parties thereto, enforceable against such parties in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) their terms, except as limited by general equitable principles and taken together with available cash applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally. As of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by date of this Agreement, to refinance certain existing indebtedness the obligations of the Company Lenders and the Investor, as applicable, to pay related fees and expenses. (e) The Commitment Letters arefund the commitments under the Financing Commitments are not subject to any conditions other than as expressly set forth in the Financing Commitments. Except as previously disclosed to the Seller, as of the date of this Agreement, and (subject there are no side letters, understandings or other agreements, arrangements or other Contracts relating to the Buyerfunding or investing, as applicable, of the full amount of the Acquisition Financing other than as expressly set forth in the Financing Commitments furnished to the Seller pursuant to Section 4.4(a). As of the date of this Agreement, to the Purchaser’s rights under Section 6.11(a) with respect to amendmentsKnowledge, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, that (with or without notice, lapse of time time, or both) would constitute a breach or default under the Financing Commitments by the Purchaser or Parent. As of the date of this Agreement, would assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2 of this Agreement, to the Purchaser’s Knowledge, there are no facts or circumstances that are reasonably be expected likely to constitute an incurable failure result in (i) any of the conditions set forth in the Financing Commitments not being satisfied or (ii) the Acquisition Financing not being made available to satisfy the Purchaser on a condition precedent on timely basis in order to consummate the transactions contemplated by this Agreement. As of the date of this Agreement, (A) none of the Financing Commitments have been amended or modified and (B) the respective commitments contained in the Financing Commitments have not been withdrawn, modified or rescinded in any respect. Notwithstanding anything in this Agreement to the contrary, the Purchaser acknowledges and agrees that the obtaining of all or any part of the Buyer Acquisition Financing is not a condition to Closing or the Acquisition Sub under the terms and conditions consummation of the Commitment Letterstransactions contemplated by this Agreement, and that, irrespective and independently of the availability of the Acquisition Financing, the Purchaser shall be obligated to pay the Purchase Price and meet all its financial obligations under this Agreement and the Ancillary Agreements, subject only to the satisfaction or waiver of the conditions set forth in Article VII.

Financing. (a) At Assuming the Closingaccuracy of the representations and warranties set forth in Article IV, and assuming no material breach by Knight of its obligations under Sections 6.1 and 6.2 or by Blocker of its obligations under Section 6.5, the Buyer and the Acquisition Sub will have available all the amount of funds necessary contemplated to purchase all the Shares be provided pursuant to the Merger Commitment Letters (as defined below), if funded, together with cash and to pay all fees cash equivalents of GETCO, Knight and expenses payable by the Buyer or the Acquisition Sub related Company available for application to the transactions cash portion of the Merger Consideration and the Refinancing, are sufficient, to (i) consummate the Mergers and the Refinancing and any other repayment or refinancing of indebtedness contemplated by this Agreement. Agreement or the Commitment Letter and (bii) The Buyer satisfy all of the other payment obligations of GETCO contemplated hereunder and under the Commitment Letter and the Acquisition Sub have received Fee Letter. GETCO has delivered to Knight prior to the date hereof copies of a fully executed (i) debt commitment letter dated February 11December 19, 2007 2012 between Jefferies Finance LLC (“Jefferies Finance”) and GETCO (the “Debt Commitment Letter”), (ii) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment fee letter dated February 11December 19, 2007 2012 between Jefferies Finance and GETCO (the “Equity Commitment LettersFee Letter” and, together with the Debt Commitment Letter, the “Commitment Debt Financing Letters”) from Comverse Technologyand (iii) the equity commitment letter dated December 19, Inc. 2012 between GETCO and General Atlantic Partners 83, L.P. (the “Equity InvestorCommitment Letter”) relating ; together with the Debt Commitment Letter, the “Commitment Letters” and, together with the Debt Financing Letters, the “Financing Letters”), pursuant to the commitment terms, but subject to the conditions, of which financial institutions party thereto, including Jefferies Finance (the “Lenders”), in the case of the Debt Commitment Letter, and General Atlantic Partners 83, L.P., in the case of the Equity Investor Commitment Letter, have committed to provide cash equity investments required to consummate the Merger on Company with financing in the terms amounts set forth therein for purposes of financing the transactions contemplated by this Agreement and to pay Agreement, paying related fees and expenses. The cash expenses and completing the Refinancing (such debt financing, pursuant to the Debt Commitment Letter, as it may be modified, to the extent permitted by this Agreement, the “Debt Financing” and such equity investments contemplated by financing pursuant to the Equity Commitment Letter is referred Letter, as it may be modified, to herein as the extent permitted by this Agreement, the “Equity Financing”; the Equity Financing” and, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies ); provided, however, that, in the case of the executed Commitment Letters Fee Letter, accurate and complete copies have been delivered to Knight with only the fee amounts, certain terms of “market flex” and the “Securities Demand” provisions redacted. The Financing Letters, in the form provided to Knight by GETCO, are in full force and effect and are legal, valid, binding and enforceable obligations of GETCO and, to the Company. (d) The proceeds knowledge of GETCO, the Financing, when funded other parties thereto in accordance with their respective terms and subject to the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) Bankruptcy and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as Equity Exception. As of the date of this Agreement, the Financing Letters have not been withdrawn, terminated, repudiated, rescinded, amended or modified, in any respect, and (subject no withdrawal, termination, repudiation, rescission, amendment or modification of the Financing Letters is contemplated. There are no conditions precedent or other contingencies relating to the Buyer’s rights under Section 6.11(a) with respect obligation of any party to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control any of the Buyer Financing Letters to fund the full amount (or any portion) of the Acquisition Sub Financing other than as expressly set forth in the Financing Letters as in effect on the date hereof. GETCO has occurred whichpaid all fees and expenses required to be paid under the Financing Letters as of the date hereof. As of the date of this Agreement, with GETCO has no knowledge of any fact, occurrence or without noticecondition that makes any of the assumptions or statements set forth in the Commitment Letters inaccurate in any material respect or that would cause the Commitment Letters to be terminated or ineffective or, lapse assuming satisfaction of time or boththe conditions precedent set forth in Section 8.1 and 8.3, that would reasonably be expected to constitute an incurable failure cause any of the conditions precedent set forth therein not to satisfy be met. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by GETCO or any of its respective Affiliates or any other financing be a condition precedent on the part to any of the Buyer or the Acquisition Sub under the terms and conditions of the Commitment LettersGETCO’s obligations hereunder.

Financing. (a) At Parent has delivered to the ClosingCompany a true, accurate and complete copy of the fully executed debt commitment letter, dated as of August 15, 2016 (together with all annexes, schedules and exhibits thereto) from the banks named therein to Parent (collectively, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares “Debt Financing Commitment Letter”), pursuant to the terms, but subject to the conditions, of which the lender parties thereto have committed to provide Parent and Merger Sub with debt financing in the amounts set forth therein for purposes of, among other things, financing the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the other transactions contemplated by this Agreement. , paying related fees and expenses (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11such debt financing, 2007 as it may be modified (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated extent permitted by this Agreement), to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) ). The Buyer Debt Financing Commitment Letter has received an equity commitment letter dated February 11not been amended, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating modified or waived in any manner prior to the commitment date of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters areand, as of the date of this Agreement, and (subject no such amendment, modification or waiver is pending or contemplated. As of the date of this Agreement, neither Parent nor its Subsidiaries has entered into any side letter or other agreement relating to the Buyer’s rights under Section 6.11(a) funding of the Debt Financing, other than as set forth in the Debt Financing Commitment Letter and the fee letters related thereto and there are no arrangements related to the Debt Financing that would be reasonably be expected to affect the availability of the Debt Financing. The proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions related thereto), together with respect cash on hand and each long-term debt financing that replaces all or a portion of the Debt Financing (each such debt financing, each of which shall have conditions to amendmentsthe availability and funding of the proceeds thereof that are no more restrictive, modifications and/or replacement thereof) taken as a whole, than the Financing Conditions (as defined below), a “Replacement Financing”, and collectively, the “Replacement Financings”), will bebe sufficient for the payment of the Merger Amount when due on the Closing. As of the date of this Agreement, at all times until replaced by the definitive agreements contemplated therebycommitments contained in the Debt Financing Commitment Letter have not been withdrawn, validterminated or rescinded in any respect. As of the date of this Agreement, binding and the Debt Financing Commitment Letter is in full force and effect and represents a valid, binding and enforceable obligation of Parent and, to the Knowledge of Parent, each other party thereto, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the conditions precedent set forth in Section 1 of the Debt Financing Commitment Letter (the “Financing Conditions”) and subject to the Enforceability Exception. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. As of the date of this Agreement, no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Parent, or to the Knowledge of Parent, any other party thereto, under the Debt Financing Commitment Letter, which breach or default would reasonably be expected to constitute an incurable failure result in the inability of Parent to satisfy a condition precedent on (or materially delay the part ability of Parent to satisfy) any of the Buyer Financing Conditions on or prior to the Acquisition Sub Closing Date. As of the date of this Agreement, Parent has no reason to believe that it or any other party thereto will be unable to satisfy the Financing Conditions at or prior to the time contemplated hereunder for the Closing. Parent understands and acknowledges that under the terms of this Agreement, Parent’s obligation thereunder is not in any way contingent upon or otherwise subject to Parent’s consummation of any financing arrangements, Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to Parent. (b) The Debt Financing, when funded in accordance with the Debt Commitment Letter, together with cash on hand and conditions the proceeds of the Commitment LettersReplacement Financings, if any, will provide Parent with financing on the Closing Date that is sufficient for (i) the payment of the aggregate consideration payable by Parent on the Closing Date pursuant to Article III hereof and (ii) the payment of all costs, fees and expenses required to be borne by Parent and its Affiliates in connection with this Agreement on the Closing Date.

Financing. (a) At Attached hereto as Exhibit C is a true and complete copy, including all exhibits, schedules or amendments thereto, of the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a fully executed commitment letter from Barclays Bank PLC, dated February 11, 2007 as of the date hereof (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions the lenders party thereto (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required in the aggregate amount, and subject to the terms and conditions, set forth therein (the “Debt Financing”), and any fee letters related thereto (provided, that the amount of fees, “market flex” provisions, pricing terms and pricing caps set forth in the fee letters, none of which would reasonably be expected to adversely affect the conditionality, enforceability, availability or termination of the Debt Financing, or reduce the aggregate principal amount thereof, may be redacted in a customary manner from any such fee letters, including from any amendments thereto). Subject to the conditions set forth in the Debt Commitment Letter and closing the financing set forth therein, Purchaser will have at the Closing, sufficient funds on hand to consummate the Merger on the terms transactions contemplated by this Agreement, to refinance certain existing indebtedness of the Company Transaction Documents and to pay related deliver the Aggregate Purchase Price and all fees and expenses. The financing expenses related to the transactions contemplated by this Agreement and the Transaction Documents at Closing. (b) The Debt Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any replacement proceeding thereof permitted under Section 6.11(a)) is referred may be brought. The aggregate proceeds contemplated to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with be provided by the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment together with any cash on hand of the Equity Investor to provide cash equity investments required Purchaser at Closing and the Stock Consideration, will be sufficient to consummate the Merger on the terms transactions contemplated by this Agreement and to pay all of Purchaser’s related fees and expenses. The cash equity investments obligations of the Lenders to fund the commitments under the Debt Commitment Letter are not subject to any conditions other than as expressly set forth in the Debt Commitment Letter or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. There are no side letters or other agreements, contracts or arrangements (except for customary fee letters and engagement letters) relating to the funding of the full amount of the Debt Financing other than as expressly set forth in or contemplated by the Equity Debt Commitment Letter is referred Letter. Purchaser has fully paid any and all commitment fees or other fees required to herein as be paid pursuant to the “Equity Financing”; the Equity Financing, together with terms of the Debt FinancingCommitment Letter, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of extent the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) same are due and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as payable. As of the date of this Agreement, (x) the Debt Commitment Letter has not been amended or modified, no such amendment or modification is contemplated, and the respective commitments have not been withdrawn or rescinded in any way and (subject to the Buyer’s rights under Section 6.11(aii) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, that (with or without notice, lapse of time or both, ) would constitute a breach or default under the Debt Commitment Letter by Purchaser. Purchaser has no knowledge of any facts or circumstances that are reasonably be expected likely to constitute an incurable failure to satisfy a condition precedent on the part result in (A) any of the Buyer conditions set forth in the Debt Commitment Letter not being satisfied or (ii) the Acquisition Sub under funding contemplated in the terms and conditions of Debt Commitment Letter not being made available to Purchaser on a timely basis in order to consummate the Commitment Letterstransactions contemplated by this Agreement.

Financing. Buyer has obtained: (i) a debt financing commitment letter (together with copies of any provisions relating to “market flex” or similar provisions affecting the structure, pricing, maturity, amortization or any other terms with respect to the financing contemplated by such debt financing commitment letter), dated as of the date hereof, by and among Jefferies Finance LLC (“Jefferies”), Bank of Montreal (“BMO”), KeyBank National Association (“KeyBank”), CHS V and Buyer, pursuant to which each of Jefferies, BMO and KeyBank has committed to provide or cause to be provided debt financing to Buyer (which includes up to $200,000,000 in bridge financing to be utilized in the event that the issuance and sale of senior secured second lien notes in a comparable amount is not consummated at or prior to the Closing) (the “Bridge Loans”) in connection with the transaction contemplated hereby, a complete and accurate fully executed copy of which is attached hereto as Exhibit E (the “Bridge Loans Commitment Letter”); (ii) a debt financing commitment letter (together with copies of any provisions relating to “market flex” or similar provisions affecting the structure, pricing, maturity, amortization or any other terms with respect to the financing contemplated by such debt financing commitment letter), dated as of the date hereof, by and among General Electric Capital Corporation (“GE Capital”), GE Canada Finance, Buyer, BMO, Key Bank (together, the “Revolver Lenders”) and Buyer, pursuant to which the Revolver Lenders have committed to provide or cause to be provided debt financing to Buyer (which includes up to $40,000,000 in a senior secured credit facility of which up to Cdn $20,000,000 may be available to a Canadian borrower) (the “Revolver Loans”), a complete and accurate fully executed copy of which is attached hereto as Exhibit F (the “Revolver Commitment Letter” and together with the Bridge Loans Commitment Letter, the “Debt Commitment Letters”); and (iii) an equity financing commitment letter, dated as of the date hereof, pursuant to which CHS V has, among other things, and subject to the terms and conditions thereof, committed to provide equity financing to Buyer in connection with the transactions contemplated hereby, a complete and accurate fully executed copy of which is attached hereto as Exhibit G (the “Equity Commitment Letter”). The Debt Commitment Letters and Equity Commitment Letter shall together be referred to herein as the “Commitment Letters”. Subject to the conditions expressly set forth therein, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Commitment Letters provide all funds necessary (a) At to consummate the Closingtransactions contemplated hereby, including the payment of the Purchase Price, the Buyer deposit of the Escrow Amount, the payoff of the Company Senior Debt Payoff Amount and Indebtedness identified on the Indebtedness Pay-Off Schedule and the Acquisition Sub will have available all payment of the funds necessary to purchase all unpaid Seller Transaction Expenses in accordance with the Shares final invoices delivered pursuant to the Merger Section 2.02(i)(iv), and (b) to pay all fees and expenses payable by of Buyer at the time of the Closing. The Debt Commitment Letters (together with the ancillary documents referenced therein or delivered to the Company’s counsel) constitute all of the agreements entered into between Jefferies, BMO, KeyBank, GE Capital, GE Canada Finance and/or their respective Affiliates and Buyer and its Affiliates with respect to the financing arrangements contemplated thereby. The Commitment Letters are not subject to any contingency or the Acquisition Sub condition of any kind whatsoever related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment funding of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness full amount of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter Letters (including any “market flex” provisions or similar provisions affecting the structure, pricing, maturity, amortization or any replacement other terms) other than as set forth in the executed copies thereof permitted under Section 6.11(a)) is referred to (and in this Agreement as the copy of the “Debt Financing”. (cmarket flex” provision or similar provisions affecting the structure, pricing, maturity, amortization or any other terms excerpted from any related fee letter) attached hereto. The Commitment Letters are in full force and effect, constitute the legal, valid and binding obligations of Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with to the Debt Commitment Letterknowledge of Buyer, the “Commitment Letters”) from Comverse Technologyother parties thereto, Inc. (“Equity Investor”) relating to and have not been modified or amended in any respect, and the commitment of respective commitments contained in the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have not been provided to the Company. (d) The proceeds withdrawn or rescinded. Neither Buyer nor any of the Financing, when funded its Affiliates is in accordance with breach of any of the Commitment Letters (nor do Buyer or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of its Affiliates have knowledge of any breach of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated Commitment Letters by this Agreement, to refinance certain existing indebtedness any of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as other parties thereto. As of the date of this Agreementhereof, and (subject to the Buyer’s rights knowledge, (x) neither Buyer nor any other party to any Commitment Letter will be unable to satisfy on a timely basis any of the conditions that are required to be satisfied by it or such other party as a condition to the obligations under Section 6.11(athe Commitment Letters prior to the expiration thereof and (y) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced no portion of the financing contemplated by the definitive agreements contemplated thereby, valid, binding and Commitment Letters will not be made available to Buyer at the Closing. Buyer has paid in full force any and effect and no event within all commitment fees and/or other fees required to be paid on or prior to the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent on the part of the Buyer or the Acquisition Sub date hereof under the terms and conditions of the Commitment LettersLetters and will pay all other commitment fees and/or other fees required to be paid under the terms of the Commitment Letters upon the Closing. Buyer will not use any portion of the Cdn $20,000,000 of the Revolver Loans to repay any of the Company Senior Debt.

Financing. (a) At Section 4.6 of the ClosingParent Disclosure Letter sets forth true and complete copies of (i) (x) executed rollover commitment letters (the “Rollover Letters”) from parties (the “Rollover Investors”) that collectively have sole voting and dispositive power with respect to 3,139,975 shares of the Company, which number of shares, when contributed to Parent under the Rollover Letters, will satisfy all minimum requirements for equity contributions to Parent under the Debt Financing (whether expressed in terms of minimum value or percentage of shares), pursuant to which, and subject to the terms and conditions of which, the Buyer Rollover Investors have committed to contribute to Parent the amount of shares of Common Stock set forth therein (the “Rollover Investment”), and (y) a schedule setting forth each Rollover Investor, the Acquisition Sub will have available all number of shares of the funds necessary to purchase all Company beneficially owned by and over which such Rollover Investor holds sole voting and dispositive power, and an indication of whether such shares of the Shares pursuant to Company are held directly or indirectly by such Rollover Investor, and (ii) executed debt commitment letters and related term sheets from Xxxxx Fargo Bank, National Association (the Merger “Xxxxx Commitment Letter”) and to pay all fees Fortress Credit Advisors LLC (the “Fortress Commitment Letter” and expenses payable by together with the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11Xxxxx Commitment Letter, 2007 (the “Debt Commitment LetterLetters” or the “Financing Commitments”) from Xxxxxx Brothers Inc. (Xxxxx Fargo Bank, National Association and certain of its affiliates, together with certain other financial institutions (collectivelyFortress Credit Advisors LLC, the “Lenders”) relating pursuant to which, and subject to the commitment terms and conditions of which, the Lenders have committed to provide debt Parent and/or Merger Sub with financing required in the amounts described therein, the proceeds of which may be used to consummate the Merger on and the terms other transactions contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter Agreement (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as or the “Financing”). Complete and correct copies As of the executed Commitment date hereof, each of the Financing Commitments and the Rollover Letters have been provided is a legal, valid and binding obligation of Parent or Merger Sub and, to the Company. (d) The proceeds Knowledge of the FinancingParent, when funded the other parties thereto, enforceable in accordance with its terms, subject to the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as Enforceability Exceptions. As of the date hereof, each of this Agreement, the Financing Commitments and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and Rollover Letters is in full force and effect effect, and no event within the direct or indirect control none of the Buyer Financing Commitments or the Acquisition Rollover Letters has been withdrawn, rescinded or terminated or otherwise amended or modified in any respect. As of the date hereof, to the Knowledge of the Parent, neither Parent nor Merger Sub has occurred whichis in breach of any of the material terms or conditions set forth in any of the Financing Commitments or the Rollover Letters. As of the date hereof, to the Knowledge of Parent with respect to the Company and its Subsidiaries, there is no fact or occurrence existing on the date hereof that, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent on the part (A) make any of the Buyer assumptions or any of the statements set forth in the Financing Commitments or the Acquisition Rollover Letters inaccurate, (B) result in any of the conditions in the Financing Commitments or the Rollover Letters not being satisfied, (C) cause any of the Financing Commitments or the Rollover Letters to be ineffective or (D) otherwise result in the Financing not being available, or the Rollover Investment not being made, in each case, on a timely basis in order to consummate the transactions contemplated by this Agreement. As of the date hereof, neither the Rollover Investors nor any Lender has notified Parent or Merger Sub under of its intention to terminate any Financing Commitment or not to provide the Financing, and none of the Rollover Investors has notified Parent or Merger Sub of its intention to terminate any Rollover Letter or not to make the Rollover Investment. Parent has not, without the prior written consent of the Company, amended, modified, supplemented or waived any of the conditions or contingencies to funding contained in any Financing Commitment (including definitive agreements related thereto) or to the Rollover Investment contained in any Rollover Letter, or any other provision of, or remedies under, any Financing Commitment (including definitive agreements related thereto) or any Rollover Letter (except for any increases in the amount of funds available thereunder or the addition of Financing Sources in accordance with the terms thereof, or other relevant entities who did not execute a Financing Commitment or a Rollover Letter as of the date of this Agreement or as otherwise expressly permitted by Section 5.12(a)). Assuming (1) the Financing is funded in accordance with its terms and conditions, (2) the Rollover Investment is made in accordance with the terms and conditions of the Rollover Letters and (3) the satisfaction of the conditions to the Company’s obligation to consummate the Merger set forth in Section 6.3(a), the net proceeds from the Financing will, together with the Rollover Investment and other funds available to Parent, be sufficient to consummate the Merger and the other transactions contemplated by this Agreement, including the payment by Parent and Merger Sub of the Merger Consideration, any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation, and any related repayment or refinancing of any indebtedness of the Company or any of its Subsidiaries, and any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement. Parent or Merger Sub has paid in full any and all commitment or other fees required by any Financing Commitment that are due as of the date hereof, and will pay, after the date hereof, all such commitments and fees as they become due. There are no side letters, understandings or other agreements or arrangements relating to the Financing (except for customary fee letters and engagement letters which do not contain any additional conditions to closing or other agreements relating to the availability of the full amount of the Financing, and a complete copy of the fee letter has been made available to the Company with customary redactions of fee amounts, pricing caps, “market flex”, other economic terms and certain other terms, none of which redacted provisions would adversely affect the conditionality or aggregate principal amount of the Financing) or the Rollover Investment to which Parent, Merger Sub or any of their respective Affiliates are a party that relate to the amount, availability or conditions of the Financing or the Rollover Investment, other than the Financing Commitments and the Rollover Letters. There are no conditions precedent related to the funding of the full amount of the Financing, other than as explicitly set forth in the Financing Commitments, and there are no conditions precedent related to the contribution of the full amount of the Rollover Investment, other than as explicitly set forth in the Rollover Letters. Assuming the satisfaction of the conditions to the Company’s obligation to consummate the Merger set forth in Section 6.3(a), neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing or the contribution of the full amount of the Rollover Investment, or that the Financing will not be available to, or that the Rollover Investment will not be contributed to, Parent or Merger Sub on the Closing Date. For the avoidance of doubt, it is not a condition to Closing under this Agreement, nor to the consummation of the Merger, for Parent or Merger Sub to obtain the Financing, the Rollover Investment or any alternative financing. (b) Neither Parent, Merger Sub nor any of their Affiliates has (i) retained any financial advisor on a basis exclusive to Parent and/or Merger Sub and/or any such Affiliate or (ii) entered into an exclusivity, lock-up or other similar agreement, arrangement or understanding with any bank or investment bank or other potential provider of debt or equity financing that would prevent or hinder such provider from providing or seeking to provide such financing to any third party in connection with a transaction relating to the Company or its Subsidiaries (including in connection with the making of any Takeover Proposal), in the case of clauses (i) and (ii), in connection with the Merger or the other transactions contemplated by this Agreement. Neither Parent, Merger Sub nor any of their Affiliates has caused or induced any Person to take any action that, if taken by Parent and/or Merger Sub, would be a breach of, or would cause to be untrue, any of the representations in this Section 4.6(b).

Financing. Parent has delivered to the Company true, correct and complete copies of the duly executed (ai) At the Closingdebt commitment letter, dated as of April 25, 2022, among Xxxxxx Xxxxxxx Senior Funding, Inc., the Buyer other financial institutions party thereto, Parent and Acquisition Sub, together with true, correct and complete copies of the executed fee letter related thereto (collectively, including all exhibits, schedules and annexes thereto, the “Bank Debt Commitment Letter”), pursuant to which, and subject to the terms and conditions therein, the Debt Financing Sources party thereto have committed to lend the amounts set forth therein to Acquisition Sub will have available all for the funds necessary purpose of funding a portion of the amounts required to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to fund the transactions contemplated by this Agreement. Agreement (bthe “Bank Debt Financing”), (ii) The Buyer debt commitment letter, dated as of April 25, 2022, among Xxxxxx Xxxxxxx Senior Funding, Inc., the other financial institutions party thereto and X Holdings III, LLC, a Delaware limited liability company (the Acquisition Sub have received a commitment “Margin Loan Borrower”), together with true, correct and complete copies of the executed fee letter dated February 11related thereto (collectively, 2007 (including all exhibits, schedules and annexes thereto, the “Margin Loan Commitment Letter” and, together with the Bank Debt Commitment Letter, the “Debt Commitment LetterLetters”) from Xxxxxx Brothers Inc. ), pursuant to which, and certain subject to the terms and conditions therein, the Debt Financing Sources party thereto have committed to lend the amounts set forth therein to the Margin Loan Borrower for the purpose of its affiliatesfunding a portion of the amounts required to fund the transactions contemplated by this Agreement (the “Margin Loan Financing” and, together with certain other financial institutions (collectivelythe Bank Debt Financing, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. ) and (ciii) The Buyer has received an equity commitment letter from the Equity Investor, dated February 11as of the date hereof (including all exhibits, 2007 (schedules, annexes and amendments thereto as of the date of this Agreement, the “Equity Commitment LettersLetter” and, together with the Debt Commitment LetterLetters, the “Commitment LettersFinancing Commitments”) from Comverse Technology, Inc. (“Equity Investor”) relating pursuant to the commitment of which the Equity Investor has committed to provide cash equity investments required to consummate invest the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as amounts set forth therein (the “Equity Financing”; the Equity Financing” and, together with the Debt Financing, is collectively referred to as the “Financing”. Complete ); provided that the fee and correct copies other economic provisions (including “flex” provisions) of fee letters may be redacted in a customary manner so long as none of the executed Commitment Letters have been provided redacted terms would (i) reduce the amount of the Debt Financing below the amount that is required to pay the Funded Obligations, (ii) impose any new condition or otherwise adversely amend, modify or expand any conditions precedent to the Company. Debt Financing or (diii) The proceeds of affect the Financingenforceability or impair the validity of, when funded in accordance with or prevent, impede or delay the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of consummation of, the Company and the Buyer, will provide the Acquisition Sub with sufficient cash Debt Financing at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as Closing. As of the date hereof, each of this AgreementParent and Acquisition Sub has accepted and is a party to the Bank Debt Commitment Letter, the Margin Loan Borrower has accepted and is a party to the Margin Loan Commitment Letter, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and Financing Commitments are in full force and effect and, are legal, valid and binding obligations of the Equity Investor, Parent and Acquisition Sub or the Margin Loan Borrower, as applicable, and, to the knowledge of the Equity Investor, Parent, Acquisition Sub and the Margin Loan Borrower, each of the other parties thereto, enforceable in accordance with their respective terms against the Equity Investor, Parent, Acquisition Sub or the Margin Loan Borrower, as applicable, and, to the knowledge of Parent and Acquisition Sub, against each of the other parties thereto. As of the date hereof, the Financing Commitments, and the respective commitments or obligations thereunder, have not been withdrawn, terminated, reduced, repudiated, rescinded, amended, supplemented or modified, in any respect, and no event within such withdrawal, termination, reduction, repudiation, rescission, amendment, supplement or modification is contemplated by the direct Equity Investor, Parent, Acquisition Sub or indirect control the Margin Loan Borrower or, to the knowledge of Parent and Acquisition Sub, any other party thereto. None of the Buyer Equity Investor, Parent, Acquisition Sub, the Margin Loan Borrower nor any of their respective Affiliates has, nor has, to the knowledge of the Equity Investor, Parent, Acquisition Sub or the Acquisition Sub Margin Loan Borrower, any other party to the Financing Commitments, committed any breach or threatened breach of the performance, observance or fulfillment of any covenants, conditions or other obligations set forth in, or is in default under, any of the Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute an incurable or result in a breach or default on the part of Parent, Acquisition Sub, Margin Loan Borrower or any of the other parties thereto (including the Financing Sources) under the Financing Commitments, (ii) constitute or result in a failure to satisfy a condition precedent or other contingency set forth in the Financing Commitments, or (iii) otherwise result in any portion of the Debt Financing or the Equity Financing not being available on the part Closing Date. None of the Buyer Equity Investor, Parent, Acquisition Sub or the Margin Loan Borrower, nor any of their respective Affiliates has any reason to believe (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letters) that it will be unable to satisfy, on a timely basis (and in any event, not later than the Closing), any condition to be satisfied by it (or otherwise within the Equity Investor’s, Parent’s, Acquisition Sub’s or the Margin Loan Borrower’s any of their respective Representatives’ or Affiliates’ control) contained in the applicable Financing Commitments or that the full amounts committed pursuant to the applicable Financing Commitments will not be available as of the Closing. There are no conditions precedent or other contingencies or conditions related to the Financing other than those conditions expressly set forth in the unredacted provisions of the Financing Commitments, and there are no side letters, understandings or other agreements, Contracts or arrangements of any kind relating to the Financing Commitments or the Financing that could adversely affect the availability, conditionality, enforceability or amount of the Financing contemplated by the Financing Commitments. As of the date of this Agreement, Parent, Acquisition Sub, the Margin Loan Borrower and/or their respective Affiliates have fully paid any and all commitment fees or other fees or deposits required by the applicable Financing Commitments to be paid on or before the date of this Agreement. The aggregate proceeds from the Financing are sufficient in amount to provide Parent and Acquisition Sub with the funds necessary to consummate the transactions contemplated hereby and to satisfy their obligations under this Agreement, including for Parent to pay (or cause to be paid) the terms aggregate amounts payable pursuant to Article II and conditions the payment of all fees, costs and expenses to be paid by Parent related to the transactions contemplated by this Agreement, including such fees, costs and expenses relating to the Financing, and payment of all amounts in connection with the refinancing or repayment of any outstanding indebtedness of the Commitment LettersCompany required by this Agreement or the Financing Commitments (collectively, the “Funding Obligations”). Notwithstanding anything contained in this Agreement to the contrary, the Equity Investor, Parent and Acquisition Sub each acknowledge and affirm that it is not a condition to the Closing or to any of its obligations under this Agreement that the Equity Investor, Parent, Acquisition Sub and/or any of their respective Affiliates obtain any financing (including the Debt Financing) for any of the transactions contemplated by this Agreement. As of the date of this Agreement, the Equity Investor owns, directly or indirectly, all the issued and outstanding capital stock and other equity interests of the Margin Loan Borrower.

Financing. (a) At Parent understands and acknowledges that the Closingobligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Buyer and Parent’s obtaining of any financing or the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant availability, grant, provision or extension of any financing to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this AgreementParent. (b) The Buyer Parent has delivered to the Company true, complete and correct copies of (i) (1) the Acquisition Sub have received a fully executed commitment letter letter, dated February 11as of the date hereof (including all exhibits, 2007 (annexes, schedules and term sheets attached thereto, the “OpCo Debt Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant to which the Parent Financing Sources party thereto have agreed, on the terms and subject to the conditions set forth therein, to provide Parent with debt financing in the amounts set forth therein, the proceeds of which are to be used to fund the Transactions and fees in connection with such debt financing (the “OpCo Debt Financing”), (2) from Xxxxxx Brothers Inc. the fully executed warehouse facility commitment letter, dated as of the date hereof (including all exhibits, annexes, schedules and certain of its affiliates, together with certain other financial institutions (collectivelyterm sheets attached thereto, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the AssetCo Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment LettersLetter” and, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to ; the commitment of Debt Commitment Letters together with the Equity Investor Commitment Letter, the “Financing Commitment Letters”), between Credit Suisse AG, Cayman Islands Branch and the Parent, pursuant to provide cash equity investments required to consummate which the Merger Parent Financing Sources party thereto have agreed, on the terms contemplated by this Agreement and subject to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred conditions set forth therein, to herein as provide Parent with debt financing in the amounts set forth therein, the proceeds of which are to be used to fund the Transactions (the “Equity AssetCo Debt Financing” and, together with the OpCo Debt Financing, the “Debt Financing”; the Equity Debt Financing, together with the Debt Equity Financing, is collectively referred to as the “Financing”. Complete ), and correct copies (3) the fully executed fee letters relating to each of the executed Debt Commitment Letters have been Letters; provided that the fee amounts, flex provisions and other economic terms (other than any such term that would (x) reduce the aggregate amount of the Debt Financing or (y) impose any additional conditions or other contingencies (or otherwise amend, modify or expand any conditions or other contingencies in a manner adverse to Parent) or adversely affect the availability or timing of the funding of the Debt Financing) may be redacted in a customary manner; and (ii) the Equity Commitment Letter, which provides, and shall continue to provide, that the Company is a third party beneficiary thereto with respect to the Companyprovisions specified therein. (dc) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as As of the date hereof, each of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and Financing Commitment Letters is in full force and effect and is a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereof, none of the Financing Commitment Letters have been amended, supplemented or modified in any respect, and the respective commitments contained therein have not been withdrawn, terminated, rescinded or otherwise modified in any respect, nor, to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event within shall the direct addition of any such lender, lead arranger, bookrunner, syndication agent or indirect control other similar entity reduce the aggregate amount of the Buyer Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Acquisition Sub Company has given its prior written consent thereto)). As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent default or material breach on the part of Parent or, to the Buyer Knowledge of the Parent, any other party thereto under any Financing Commitment Letter. As of the date hereof, Parent is not aware of any fact, event or other occurrence that makes any of the Acquisition Sub under representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (except for customary fee letters, engagement letters relating to the Debt Financing and non-disclosure agreements, none of which impact the conditionality, timing or amount of the Financing) which could adversely impact the timing or availability of the Financing, including without limitation, by providing for additional or different conditions to the timing or availability of the Financing not otherwise contained in the Financing Commitment Letters. There is no condition to the Financing the satisfaction of which would prevent the satisfaction of the conditions set forth in Sections 6.1, 6.2, and 6.3 hereof, and there is no condition set forth in Sections 6.1, 6.2, or 6.3 hereof the satisfaction of which would prevent the satisfaction of a condition to the Financing. Upon the funding of the Financing in accordance with and subject to its terms and conditions (including after giving effect to any pricing flex that results in OID, if exercised), the aggregate proceeds of the Financing, together with other unrestricted cash and cash equivalents on hand of Parent on the Closing Date, are, and will be, in an amount sufficient to (i) consummate the Closing upon the terms contemplated by this Agreement, (ii) pay all other amounts payable by Parent or its Affiliates pursuant to the other Ancillary Agreements to which any such Person is a party, (iii) pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the date hereof, Parent or its Affiliates have fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid on or before the date hereof pursuant to the terms of the Financing Commitment Letters.

Financing. (a) At the Closing, assuming the Buyer funding of the Debt Financing in accordance with the Debt Commitment Letter and after giving effect to any “flex” provision in the Debt Commitment Letter or the related fee letters (including with respect to fees and original issue discount), Parent will have immediately available funds in an amount as is necessary to consummate the Transactions, including the payment by Parent, Merger Sub and the Acquisition Sub will have available all Surviving Corporation of the funds necessary to purchase all aggregate amount of the Shares Merger Consideration, other amounts payable pursuant to the Merger Article II (including all amounts payable in respect of Company Stock Options, Company Restricted Shares and to pay all Company RSUs under this Agreement), any fees and expenses of or payable by the Buyer Parent, Merger Sub or the Acquisition Sub related Surviving Corporation and any other amounts, including Indebtedness of the Company and its Subsidiaries, required to be paid in connection with, or as a result of, the consummation of the Transactions (the “Required Amount”). As of the date hereof, Xxxxxx has delivered to the transactions contemplated by Company (a) a correct and complete fully executed copy of the debt commitment letter, dated as of even date herewith, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement. Agreement (b) The Buyer and as may be amended or modified in accordance with the Acquisition Sub have received a commitment letter dated February 11terms hereof, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain (b) a copy of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating any fee letters related to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Fee Letters” and, together with the Debt Commitment Letter, the “Commitment Financing Letters”) from Comverse Technology(which may be redacted to remove the fee amounts, Inc. (economic terms and the terms of any “Equity Investor”) relating flex” provisions that are customarily redacted in transactions of this type, none of which redactions covers terms that reduce the amount of the Debt Financing below the Required Amount or adversely affect the conditionality, enforceability, termination or availability of the Debt Financing). Pursuant to, and subject to the commitment terms and conditions of, the Debt Commitment Letter, the lender thereunder has committed to lend the amounts set forth therein for the purposes set forth in such Debt Commitment Letter (the “Debt Financing”). As of the Equity Investor date hereof, neither the Debt Commitment Letter nor any Fee Letter has been amended, restated or otherwise modified or waived prior to provide cash equity investments required the execution and delivery of this Agreement, no amendment, restatement or other modification is contemplated and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to consummate the Merger on the terms contemplated by execution and delivery of this Agreement and (in each case, other than to pay related fees and expenses. The cash equity investments add lenders, financial institutions, lead arrangers, bookrunners, syndication agents or other similar entities in a manner contemplated by the Equity Debt Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”Letter). Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as As of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of Parent and, to the Knowledge of Parent, each of the other parties thereto, enforceable in accordance with its terms against Parent and, to the Knowledge of Parent, each of the other parties thereto, subject to the Bankruptcy and Equity Exception. There are no conditions precedent to the obligation to make the Debt Financing available to Parent pursuant to the Debt Commitment Letter, other than as expressly set forth in the Debt Commitment Letter. Assuming the satisfaction of the conditions set forth in Section 6.01 and 6.02, the net proceeds of the Debt Financing will, in the aggregate and together with any cash or other funds available to Parent and Merger Sub, be sufficient (after netting out any fees, original issue discount, expenses and similar premiums and charges payable pursuant to the Financing Letters, including after giving effect to the maximum amount of any “flex” provisions) for the payment of the Required Amount. As of the date of this Agreement, (i) no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable a default or breach or result in a failure to satisfy a condition precedent precedent, in each case, on the part of Parent or, to the Buyer Knowledge of Parent, any other parties thereto under any term or the Acquisition Sub under the terms and conditions condition of the Debt Commitment Letter, and (ii) assuming the satisfaction or waiver of the conditions set forth in Section 6.01 and Section 6.02 and taking into account the Marketing Period, Parent does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing or any other funds necessary to pay the Required Amount will not be available to Parent on the Closing Date. Parent has fully paid (or caused to be paid) all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the Debt Financing. Except for the Fee Letters and customary engagement letters with respect to the Debt Financing (none of which reduces the amount of the Debt Financing below the Required Amount or adversely affects the conditionality, enforceability, termination or availability of the Debt Financing), as of the date hereof, there are no side letters or other agreements, contracts or arrangements of any kind relating to the Debt Commitment Letter to which Parent or any of its Affiliates is a party, other than as expressly set forth in the Financing Letters.

Financing. The Buyer has delivered to the Company true and complete copies of (a) At the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a fully executed commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers JPMorgan Chase Bank, N.A., Deutsche Bank Trust Company Americas, Lxxxxx Commercial Paper Inc. Wxxxx Fargo Foothill, Inc. to provide the Buyer with (i) up to $475,000,000 in a senior secured first-lien term loan facility (the “First-Lien Term Facility”), (ii) up to $50,000,000 in a senior secured revolving credit facility (the “Revolving Facility”), and certain of its affiliates(iii) up to $250,000,000 in a senior secured second-lien credit facility (the “Second-Lien Facility”, and together with certain other financial institutions (collectivelythe First-Lien Term Facility and the Revolving Facility, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. ), and (cb) The Buyer has received an equity a fully executed commitment letter dated February 11, 2007 (the “Equity Commitment Letters” andLetter”, and together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse TechnologyGolden Gate Private Equity, Inc. (“Equity Investor”) relating to provide equity financing to the commitment of the Equity Investor Buyer in an amount up to provide cash equity investments required to consummate the Merger $270,000,000 on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as conditions set forth therein (the “Equity Financing”; the Equity Financing, and together with the Debt Financing, is collectively referred to as the “Financing”). Complete The Debt Commitment Letter, in the form so delivered, is a legal, valid and correct copies binding obligation of the executed Commitment Letters have been provided Buyer and, to the Company. (d) The proceeds knowledge of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, Buyer as of the date of this Agreementhereof, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendmentsother parties thereto. The Equity Commitment Letter, modifications and/or replacement thereof) will bein the form so delivered, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and is in full force and effect and is a legal, valid and binding obligation of the parties thereto. As of the date hereof, no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to would, individually or in the aggregate, constitute an incurable failure to satisfy a condition precedent default or breach on the part of the Buyer under any term or condition of the Debt Commitment Letter or the Acquisition Sub under the terms and conditions Equity Commitment Letter. As of the date hereof, the Buyer has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Debt Commitment LettersLetter or the Equity Commitment Letter. The Buyer has fully paid any and all commitment fees or other fees, if any, required by the Debt Commitment Letter to be paid on or before the date of this Agreement.

Financing. (a) At the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant Parent has delivered to the Merger Company a true and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received complete copy of a fully executed commitment letter (together with any term sheet relating thereto), dated February 11as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates), pursuant to which the financial institutions party thereto (together with certain any other financial institutions (entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “LendersDebt Financing Sources” and each, a “Debt Financing Source”) relating have committed, subject to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreementand conditions set forth therein, to refinance certain existing indebtedness of lend the amounts set forth therein for the purposes set forth therein (the “Debt Financing”). Parent has also delivered to the Company true and to pay related fees and expenses. The financing contemplated by complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any replacement thereof permitted under Section 6.11(a)) is referred obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to in this Agreement as the “Debt Financing”foregoing. (c) The Buyer Debt Commitment Letter is in full force and effect and has received an equity commitment letter dated February 11not been withdrawn, 2007 (the “Equity Commitment Letters” andrescinded or terminated or otherwise amended, together with the supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating form delivered to the commitment Company prior to the execution of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt FinancingAgreement, is collectively referred to as the “Financing”. Complete a valid and correct copies binding obligation of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded Parent and enforceable against it in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyerits terms, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreementand, to refinance certain existing indebtedness the Knowledge of the Company and to pay related fees and expenses. (e) The Commitment Letters are, Parent as of the date of this Agreement, is a valid and (binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the Buyer’s rights under Section 6.11(aGeneral Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to amendmentsthe Debt Financing. As of the date of this Agreement, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to could constitute an incurable failure to satisfy a condition precedent default or breach on the part of Parent, Merger Sub or, to the Buyer Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the Acquisition failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated thereby to be unavailable at the Closing. Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has reason to believe that it or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing immediately prior to the Closing, other than as expressly set forth in the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub acknowledge and agree that their respective obligations hereunder, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the debt financing under the terms and conditions of the Debt Commitment LettersLetter or otherwise.

Financing. (a) At Parent has delivered to Stockholder true, correct and complete copies of (i) the Closingexecuted commitment letter, dated as of the Buyer date hereof, among Parent and AIF VII Euro Holdings, L.P. (the Acquisition Sub will have available all the funds necessary to purchase all the Shares “Equity Commitment Letter”), pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related which AIF VII Euro Holdings, L.P. has committed, subject to the transactions contemplated by this Agreement. terms and conditions thereof, to invest the cash amounts set forth therein in the manner set forth therein, and of which Stockholder is a third-party beneficiary and entitled to specific performance of the terms thereof (bthe “Equity Financing”) The Buyer and (ii) the Acquisition executed commitment letter(s), dated as of the date hereof, among Merger Sub have received a commitment letter dated February 11and each of Bank of America, 2007 N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc. (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Equity Commitment Letter, the “Commitment Financing Letters”) from Comverse Technology), Inc. (“Equity Investor”) relating pursuant to which the counterparties thereto have committed, subject to the commitment terms and conditions thereof, to lend to Merger Sub the amounts set forth therein, of the Equity Investor which no less than $50,000,000 of commitments will be made available to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as Sub under a revolving credit facility (the “Equity Credit Facility”), (the “Debt Financing”; ” and, together with the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”). Complete and correct copies of the executed Commitment Letters have been The amounts to be provided pursuant to the Company. (d) The proceeds of the Equity Financing, when if funded in accordance with the terms of the Equity Commitment Letters Letter, will be sufficient for Parent, when required, to contribute sufficient cash to Merger Sub such that Merger Sub will have, immediately prior to the Closing, without giving effect to the Debt Financing, cash in the amounts set forth in the Equity Commitment Letter. At the Closing, assuming the consummation of Debt Financing, Merger Sub shall have cash in amount sufficient to pay the Closing Payment (or without regard to any replacement thereof permitted under Section 6.11(a)Estimated Working Capital Adjustment) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expensesPre-Closing Dividend. (e) The Commitment Letters are, as of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent on the part of the Buyer or the Acquisition Sub under the terms and conditions of the Commitment Letters.

Financing. Parent has delivered to the Company true and complete copies of: (ai) At the Closingexecuted commitment letter, dated as of August 4, 2011 between Parent, Bank of America, N.A., Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated, Barclays Bank PLC, Barclays Capital, the Buyer investment banking division of Barclays Bank, Citigroup Global Markets Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC, JPMorgan Chase Bank, N.A. and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from X.X. Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions Securities LLC (collectively, the “LendersDebt Financing Sources”) relating and excerpts of those portions of the Fee Letter and any other executed fee letter and engagement letter associated therewith that contain any conditions to funding or “flex” provisions or other provisions (excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties) regarding the terms and conditions of the financing to be provided by such commitment letter (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, (the “Debt Financing Commitment”), pursuant to which, upon the terms and subject to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreementconditions set forth therein, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter Financing Sources have agreed to lend the amounts set forth therein (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. ) for the purpose of funding the Transactions; (cii) The Buyer has received an the executed equity commitment letter letter, dated February 11as of August 4, 2007 2011 among Sophia Holding I and Xxxxxxx & Xxxxxxxx Capital Partners VI, L.P. and the other parties thereto (collectively, the “Investors”) (the “Transaction Equity Commitment LettersFinancing Commitment” and, and together with the Debt Commitment LetterFinancing Commitment, the “Commitment LettersTransaction Financing Commitments”) from Comverse Technology), Inc. (“Equity Investor”) relating pursuant to which, upon the terms and subject to the commitment conditions set forth therein, each of the Equity Investor Investors has committed to provide invest the cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as amount set forth therein (the “Transaction Equity Financing”; the Equity Financing, ” and together with the Debt Financing, is collectively referred the “Transaction Financing”); and (iii) the executed equity commitment letter, dated as of August 4, 2011 among Datatel and the Investors (the “Termination Fee Equity Financing Commitment” and together with the Transaction Financing Commitments, the “Financing Commitments”), pursuant to as which, upon the terms and subject to the conditions set forth therein, each of the Investors has committed to invest the cash amount set forth therein (the “Termination Fee Equity Financing” and together with the Transaction Financing, the “Financing”). Complete and correct copies None of the executed Commitment Letters Financing Commitments have been provided amended or modified prior to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this Agreement, and (subject and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. As of the date hereof, there are no other agreements, side letters or arrangements to which Parent or Merger Sub is a party relating to any of the Buyer’s rights under Section 6.11(a) with respect to amendmentsFinancing Commitments that could affect the availability of the Financing. As of the date hereof, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of each of Parent and, to the knowledge of Parent, the other parties thereto. There are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “market flex” provisions) other than as expressly set forth in the Financing Commitments. Assuming the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b), or Section 8.3(a) and Section 8.3(b) of the Asset Purchase Agreement, as applicable, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Transaction Financing Commitments, in the aggregate and together with the available cash, cash equivalents and marketable securities of Datatel and its Subsidiaries, will be sufficient for Parent and the Surviving Corporation to pay the Merger Consideration, Purchaser Company to pay the Purchase Price, Datatel and each of its Subsidiaries to refinance their outstanding Indebtedness that is required by its terms to be refinanced in connection with the consummation of the Transactions and the Datatel Entities and their respective Subsidiaries to pay the fees and expenses of the Datatel Entities and the SunGard Entities (to the extent reimbursable under Section 7.15) related to the foregoing. As of the date hereof, no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, which would result in any breach or violation of or constitute a default (or an event which with notice or without notice, lapse of time or bothboth would become a default) by Parent under any of the Financing Commitments, would reasonably and neither Sophia Holding I nor Datatel has any reason to believe that any of the conditions to any of the Financing will not be expected satisfied or that the Financing will not be available to constitute an incurable failure to satisfy a condition precedent Sophia Holding I or Datatel, as applicable, on the part date of the Buyer or Applicable Closing or, in the Acquisition Sub under the terms and conditions case of the Commitment LettersTermination Fee Equity Financing, on the date the Parent Termination Fee is payable in accordance with Section 9.2(b). The Datatel Entities have fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Except as otherwise contemplated by Section 9.4, the obligations of the Datatel Entities under this Agreement and the Asset Purchase Agreement are not subject to any conditions regarding their ability to obtain financing for the Transactions.

Financing. (a) At Purchaser has delivered to Seller true and complete copies of (i) a duly executed commitment letter, dated as of the Closingdate hereof, between Purchaser and GSO Capital Partners LP and (ii) a duly executed commitment letter, dated as of the date hereof, between Purchaser and Bank of America, N.A., and Fifth Third Bank (collectively, the Buyer and “Debt Commitment Letters”) (subject to redaction so long as such redaction does not cover terms that would adversely affect the Acquisition Sub will have available all conditionality or availability of the funds necessary to purchase all the Shares Debt Financing), pursuant to which the Merger counterparties thereto have committed, subject to the terms and conditions thereof (including, to the extent required in accordance therewith, the exercise of so-called “flex” provisions in the Fee Letter), to lend the amounts set forth therein (the “Debt Financing”). Assuming the funding in full of the Debt Financing on the Closing Date, Purchaser on the Closing Date will have, together with cash on hand and available borrowing under existing credit facilities, sufficient funds in immediately available cash, to (A) pay an amount in cash equal to the amounts set forth in Section 3.02(a); (B) pay any and all fees and expenses payable required to be paid by the Buyer or the Acquisition Sub related to Purchaser in connection with the transactions contemplated by this AgreementAgreement and the Debt Financing; and (C) satisfy all other payment obligations of Purchaser contemplated hereunder (including the payment at Closing of unpaid Transaction Expenses). Purchaser has also delivered to Seller a true and complete copy of any fee letter in connection with the Debt Commitment Letters (any such fee letter, a “Fee Letter”) (subject to redaction so long as such redaction does not cover terms (other than the actual amount of fees that are the subject of the Fee Letter) that would adversely affect the conditionality or availability of the Debt Financing). (b) The Buyer As of the date hereof, there are no side letters or other Contracts or arrangements related to the Debt Financing other than the Debt Commitment Letters and the Acquisition Sub have received a commitment letter dated February 11, 2007 (Fee Letters or as otherwise expressly set forth therein. None of the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliatesLetters nor the Fee Letters has been amended or modified, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment no such amendment or modification is contemplated as of the Lenders to provide debt financing required to consummate date hereof, and the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by commitments set forth in the Debt Commitment Letter (have not been withdrawn or rescinded in any replacement thereof permitted under Section 6.11(a)) is referred to respect; provided, that the exercise of any “flex” provisions in the Fee Letter shall not be considered an amendment, modification, withdrawal or rescission of the Fee Letter for the purposes of this Agreement as the “Debt Financing”Agreement. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and are in full force and effect and is the valid, binding and enforceable obligations of Purchaser and, to the knowledge of Purchaser, the other parties thereto, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Commitment Letters and any related Fee Letter. To the knowledge of Purchaser, no event within the direct has occurred, or indirect control of the Buyer or the Acquisition Sub has occurred circumstance exists, which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute an incurable failure to satisfy a condition precedent default or breach on the part of Purchaser and, to the Buyer knowledge of Purchaser, any other party to the Debt Commitment Letters. As of the date hereof, and assuming the accuracy of the representations and warranties of Seller contained in this Agreement and performance by Seller of its obligations under this Agreement, Purchaser has no reason to believe that any of the conditions to the Debt Financing contemplated in the Debt Commitment Letters and any related Fee Letter will not be satisfied, that the Debt Financing will not be made available at or prior to the Acquisition Sub under time contemplated hereunder for the Closing. Purchaser has fully paid, or caused to be fully paid, any and all commitment or other fees which are due and payable on or prior to the date hereof pursuant to the terms and conditions of the Debt Commitment LettersLetters and any related Fee Letter.

Financing. (a) At Assuming the Closingaccuracy of the representations and warranties set forth in Article IV, and assuming no material breach by Knight of its obligations under Sections 6.1 and 6.2 or by Blocker of its obligations under Section 6.5, the Buyer and the Acquisition Sub will have available all the amount of funds necessary contemplated to purchase all the Shares be provided pursuant to the Merger Commitment Letters (as defined below), if funded, together with cash and to pay all fees cash equivalents of GETCO, Knight and expenses payable by the Buyer or the Acquisition Sub related Company available for application to the transactions cash portion of the Merger Consideration and the Refinancing, are sufficient, to (i) consummate the Mergers and the Refinancing and any other repayment or refinancing of indebtedness contemplated by this Agreement. Agreement or the Commitment Letter and (bii) The Buyer satisfy all of the other payment obligations of GETCO contemplated hereunder and under the Commitment Letter and the Acquisition Sub have received Fee Letter. GETCO has delivered to Knight prior to the date of the Original Merger Agreement copies of a fully executed (i) debt commitment letter dated February 11December 19, 2007 2012 between Jefferies Finance LLC (“Jefferies Finance”) and GETCO (the “Debt Commitment Letter”), (ii) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment fee letter dated February 11December 19, 2007 2012 between Jefferies Finance and GETCO (the “Equity Commitment LettersFee Letter” and, together with the Debt Commitment Letter, the “Commitment Debt Financing Letters”) from Comverse Technologyand (iii) the equity commitment letter dated December 19, Inc. 2012 between GETCO and General Atlantic Partners 83, L.P. (the “Equity InvestorCommitment Letter”) relating ; together with the Debt Commitment Letter, the “Commitment Letters” and, together with the Debt Financing Letters, the “Financing Letters”), pursuant to the commitment terms, but subject to the conditions, of which financial institutions party thereto, including Jefferies Finance (the “Lenders”), in the case of the Debt Commitment Letter, and General Atlantic Partners 83, L.P., in the case of the Equity Investor Commitment Letter, have committed to provide cash equity investments required to consummate the Merger on Company with financing in the terms amounts set forth therein for purposes of financing the transactions contemplated by this Agreement and to pay Agreement, paying related fees and expenses. The cash expenses and completing the Refinancing (such debt financing, pursuant to the Debt Commitment Letter, as it may be modified, to the extent permitted by this Agreement, the “Debt Financing” and such equity investments contemplated by financing pursuant to the Equity Commitment Letter is referred Letter, as it may be modified, to herein as the extent permitted by this Agreement, the “Equity Financing”; the Equity Financing” and, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies ); provided, however, that, in the case of the executed Commitment Letters Fee Letter, accurate and complete copies have been delivered to Knight with only the fee amounts, certain terms of “market flex” and the “Securities Demand” provisions redacted. The Financing Letters, in the form provided to the Company. (d) The proceeds of the FinancingKnight by GETCO, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and are in full force and effect and no event within are legal, valid, binding and enforceable obligations of GETCO and, to the direct or indirect control knowledge of GETCO, the other parties thereto in accordance with their respective terms and subject to the Bankruptcy and Equity Exception. As of the Buyer date of the Original Merger Agreement, the Financing Letters have not been withdrawn, terminated, repudiated, rescinded, amended or modified, in any respect, and no withdrawal, termination, repudiation, rescission, amendment or modification of the Acquisition Sub Financing Letters is contemplated. There are no conditions precedent or other contingencies relating to the obligation of any party to any of the Financing Letters to fund the full amount (or any portion) of the Financing other than as expressly set forth in the Financing Letters as in effect on the date of the Original Merger Agreement. GETCO has occurred whichpaid all fees and expenses required to be paid under the Financing Letters as of the date of the Original Merger Agreement. As of the date of the Original Merger Agreement, with GETCO has no knowledge of any fact, occurrence or without noticecondition that makes any of the assumptions or statements set forth in the Commitment Letters inaccurate in any material respect or that would cause the Commitment Letters to be terminated or ineffective or, lapse assuming satisfaction of time or boththe conditions precedent set forth in Section 8.1 and 8.3, that would reasonably be expected to constitute an incurable failure cause any of the conditions precedent set forth therein not to satisfy be met. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by GETCO or any of its respective Affiliates or any other financing be a condition precedent on the part to any of the Buyer or the Acquisition Sub under the terms and conditions of the Commitment LettersGETCO’s obligations hereunder.

Financing. Parent and Merger Sub have delivered to the Company true, correct and complete copies of (a) At the Closingexecuted debt commitment letter, the Buyer dated as of October 1, 2020 among Parent, Merger Sub and the Acquisition Sub will have available Debt Financing Sources party thereto (including all exhibits, schedules and annexes thereto, as amended from time to time after the funds necessary to purchase all the Shares pursuant date hereof to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated extent not prohibited by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates), together with certain other financial institutions (collectivelypursuant to which the Debt Financing Sources have committed, the “Lenders”) relating subject only to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreementand conditions set forth therein, to refinance certain existing indebtedness of lend the Company aggregate amounts set forth therein (such lending and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as funding, the “Debt Financing”. ) for the purposes set forth therein, (b) the fee letter entered into by Parent, Merger Sub and the Debt Financing Sources in connection with the Debt Financing (the “Fee Letter”); provided that specific fee amounts and specific “market flex” terms, if any, none of which imposes, nor do they permit the imposition of, any new conditions (or the modification or expansion of any existing conditions) may have been redacted, and (c) The Buyer has received an the executed equity commitment letter letter, dated February 11as of October 1, 2007 2020, among Parent, the Guarantors and the other parties thereto (including all exhibits, schedules and annexes thereto, as amended from time to time after the date hereof to the extent not prohibited by this Agreement, the “Equity Commitment LettersLetter” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology), Inc. (“Equity Investor”) relating pursuant to which the Guarantors have committed, subject to the commitment of the Equity Investor terms and conditions set forth therein, to provide make a cash equity investments required to consummate contribution in the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash aggregate amount set forth therein (such equity investments contemplated by the Equity Commitment Letter is referred to herein as contribution, the “Equity Financing”; the Equity Financing” and, together with the Debt Financing, is collectively referred to as the “Financing”) for the purposes set forth therein. Complete and correct copies of The Equity Commitment Letter provides that the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded Company is a third-party beneficiary thereto in accordance with the terms thereof. As of the date hereof, none of the Commitment Letters has been amended, supplemented or modified, no such amendment, supplement or modification is contemplated or pending (other than amendments, supplements or modifications to the Debt Commitment Letter solely to add additional lenders, arrangers, bookrunners and similar entities), and the respective commitments contained in the Commitment Letters have not been withdrawn, terminated or rescinded in any respect and, to the knowledge of Parent and Merger Sub, no such withdrawal, termination or rescission is contemplated. Except for the Fee Letter and the Commitment Letters, there are no side letters or Contracts to which Parent, Merger Sub or any Affiliate of either thereof is a party related to the terms, provision, lending, funding or investing, as applicable, of the Financing or the transactions contemplated hereby. As of the date hereof, Parent and Merger Sub have fully paid (or caused to be paid) any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of all commitment fees or other fees that are required to be paid pursuant to the Company and Commitment Letters on or prior to the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) date hereof. The Commitment Letters are, as of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and are in full force and effect and are the legal, valid, binding and enforceable obligations of Parent, Merger Sub and, to the knowledge of Parent, each of the other parties thereto, to fund the full amount of the Financing subject only to the satisfaction or waiver of the Financing Conditions, in each case subject to the Bankruptcy and Equity Exceptions. There are no conditions precedent to funding the full amount of the Financing (including pursuant to any market flex provisions with respect to the Fee Letter delivered in connection with the Debt Financing), other than as expressly set forth in the Commitment Letters delivered to the Company prior to the date hereof or as amended from time to time to the extent not prohibited by the terms of this Agreement (such conditions, the “Financing Conditions”). As of the date hereof, no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute an incurable failure to satisfy a condition precedent default or breach on the part of Parent or Merger Sub or any of their respective Affiliates or, to the Buyer or the Acquisition Sub knowledge of Parent, any other party thereto under the terms and conditions any of the Commitment Letters, in each case that would reasonably be expected to prevent, delay or impede the Closing or (ii) result in any portion of the amounts to be provided, loaned, funded or invested in accordance with the Commitment Letters being unavailable on the Closing Date. As of the date hereof and assuming satisfaction or waiver of the conditions set forth in Article VII, Parent has no reason to believe that any of the conditions precedent to the Financing contemplated by the Commitment Letters within the control of Parent and Merger Sub will not be satisfied or that the full amount of the Financing will not be made available to Parent and Merger Sub in full on the Closing Date. Parent is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions precedent to the Financing contemplated by the Commitment Letters within the control of Parent and Merger Sub not to be satisfied or the full amount of the Financing not to be made available to Parent on the Closing Date. As of the date hereof, and assuming satisfaction or waiver of the conditions set forth in Article VII and the funding of the Financing in accordance with the Commitment Letters, Parent and Merger Sub will have on the Closing Date funds sufficient to pay all amounts payable by Parent or Merger Sub pursuant to Article II on the Closing Date and to pay any and all fees and expenses required to be paid by Parent and Merger Sub in connection with the transactions contemplated by this Agreement and the Financing (collectively, the “Financing Uses”). Notwithstanding anything herein to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the receipt by Parent or Merger Sub nor the availability to Parent or Merger Sub of the Financing or any other financing shall be a condition to the obligations of Parent or Merger Sub to consummate any of the transactions contemplated hereby.

Financing. (a) At Parent has delivered to the ClosingCompany true, complete and correct copies of (i) an executed equity commitment letter in effect as of the date hereof, including all exhibits, schedules, annexes and amendments thereto (the “Equity Commitment Letter”) from the Guarantors, pursuant to which the Guarantors have committed to provide to Parent, subject to the terms and conditions therein, equity financing in the amount set forth therein for the purposes of financing a portion of the aggregate Merger Consideration, Warrant Consideration and LTI Award Consideration payable at the Closing under this Agreement (the “Equity Financing”), which Equity Commitment Letter provides that the Company is a third party beneficiary thereof and is entitled to enforce such agreements, in each case to the extent expressly provided for in the enforcement provisions of the Equity Commitment Letter, and (ii) an executed debt financing commitment letter from the Lenders in effect as of the date hereof, including all exhibits, schedules, annexes and amendments thereto, and each fee letter associated therewith (collectively, the Buyer “Fee Letter,” and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a together with such debt financing commitment letter dated February 11letter, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Equity Commitment Letter, the “Commitment Letters”) from Comverse Technology(it being understood that the Fee Letter may be customarily redacted; provided, Inc. (“Equity Investor”) relating however, that no provisions that, or that could reasonably be expected to, adversely affect the availability of or impose additional conditions on, the availability of the Debt Financing at the Effective Time may be redacted), pursuant to which the Lenders have committed to provide to Parent and/or Merger Sub, subject to the commitment terms and conditions therein, debt financing in the amounts set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”). There are no side letters or other agreements, Contracts, understandings or arrangements to which Parent or Merger Sub is a party that could reasonably be expected to adversely affect the availability of the Equity Investor Financing other than as expressly set forth in the Commitment Letters delivered to provide cash the Company pursuant to this Section 4.9(a) (it being understood and agreed that: (i) Parent or a subsidiary thereof may issue senior notes or other debt securities in lieu of all or a portion of the senior bridge facility referred to in the Debt Commitment Letter, (ii) Parent or its affiliates may, in its or their sole and absolute discretion (but shall not be required to), issue preferred equity investments required at the Closing (in lieu of the senior notes or other debt securities in lieu of a portion of the senior bridge facility) to consummate the Merger on the terms contemplated by this Agreement Permitted Preferred Purchasers, and (iii) Permitted Co-Investors may be added to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred or deliver an equity commitment letter of their own in substantially similar form (except for amount) to herein as the “Equity Financing”; Commitment Letter for a portion of the Equity Financing). (b) As of the date of this Agreement: (i) each Commitment Letter is in full force and effect and is the legal, together valid, binding and enforceable obligation of each of the Guarantors, Parent and Merger Sub, as applicable, and to the knowledge of Parent, each of the other parties thereto, in each case, except as enforcement may be limited by general principles of equity, whether applied in a court of Law or a court of equity, and by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting creditors’ rights and remedies generally; (ii) each Commitment Letter has not been amended or modified in any respect and no such amendment or modification is contemplated or pending (other than amendments or modifications to the Debt Commitment Letter solely (A) to add lenders, lead arrangers, bookrunners, syndication agents and similar entities, (B) in connection with the implementation of any “market flex” provisions or “securities demand” terms contained in the Debt FinancingCommitment Letter, is collectively referred (C) to implement a Replacement Commitment Facility (as defined in the “Financing”. Complete and correct copies Debt Commitment Letter entered into as of the executed date hereof) or issue preferred equity at the Closing (in lieu of the senior notes or other debt securities in lieu of a portion of the senior bridge facility) to Permitted Preferred Purchasers, and (D) amendments to the Equity Commitment Letter to add Permitted Co-Investors or to replace a portion of the Equity Financing with a substantially similar equity commitment letter of any Permitted Co-Investor); and (iii) the commitments contained in the Commitment Letters have not been provided to withdrawn, terminated, reduced or rescinded in any respect (other than as permitted in the Company. immediately preceding clause (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(aii)(D)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as ). As of the date of this Agreement, Parent has paid (or caused to be paid) in full any and all fees (subject including commitment fees and other fees) required to be paid under the Debt Commitment Letter that are payable on or prior to the Buyerdate of this Agreement. (c) As of the date of this Agreement, there are no conditions precedent or other contractual contingencies (including pursuant to any “flex” provisions in the Fee Letter or otherwise) related to the funding of the full amount (or any portion) of the Financing except as expressly set forth in the Commitment Letters. As of the date of this Agreement, to the knowledge of the Parent, no event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to constitute a failure to satisfy a condition precedent to be satisfied by any Guarantor, Parent or Merger Sub, as applicable, for the Guarantors’ and Lenders’ obligations to fund the Equity Financing and Debt Financing, respectively. (d) Assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, completion of the Marketing Period and that the Financing is funded in accordance with the Commitment Letters, the net proceeds contemplated by the Commitment Letters, will, in the aggregate, constitute the funds necessary to satisfy Parent’s rights and Merger Sub’s payment obligations under Section 6.11(a) this Agreement at the Effective Time, including payment in cash of the aggregate Merger Consideration, Warrant Consideration and LTI Award Consideration payable at the Effective Time, refinancing of the Company’s indebtedness outstanding under the Credit Agreement and the 2021 First Lien Notes (in each case, including all applicable interest, fees and premiums), and to pay all related fees and expenses required to be paid by Parent and Merger Sub in connection with respect to amendmentsthe Merger, modifications and/or replacement thereof) will bein each case, at all times until replaced by the definitive agreements contemplated therebyEffective Time (such amount, the “Required Financing Amount”). (e) Parent has caused to be delivered to the Company a true, complete and correct copy of the duly executed Limited Guarantee. The Limited Guarantee is in full force and effect, has not been amended, modified, withdrawn or rescinded in any respect, and is the legal, valid, binding and in full force and effect and enforceable obligation of each of the Guarantors. As of the date hereof, no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred or circumstance exists which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent default or breach on the part of the Buyer or the Acquisition Sub any Guarantor under the terms and conditions of the Commitment LettersLimited Guarantee.

Financing. (a) At On the ClosingClosing Date, the Buyer and the Acquisition Sub will have sufficient cash, available all lines of credit or other sources of immediately available funds to make the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expensesClosing Payments. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11delivered to Seller true, 2007 (the “Equity Commitment Letters” andcomplete, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Debt Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the and each such Debt Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and Letter is in full force and effect and no event within the direct or indirect control as of the date hereof and represents a valid, binding and enforceable obligation of Buyer and, to the knowledge of Buyer, each other party thereto, to consummate the Debt Financing subject only to the satisfaction or waiver of the Acquisition Sub Financing Conditions and to the Enforceability Limitations. Subject only to the satisfaction or waiver of the Financing Conditions, the proceeds of the Debt Financing, together with available cash, will be sufficient to consummate the Transactions, including the making of all Closing Payments on the Closing Date. Buyer has occurred which, with no reason to believe that it or without notice, lapse of time or both, would reasonably any other party thereto will be expected to constitute an incurable failure unable to satisfy on a condition precedent timely basis any term of the Debt Commitment Letters. As of the date hereof, assuming the accuracy of the representations and warranties set forth in Article 3 (to the extent required by the definitive agreements governing the Debt Financing) and the conditions set forth in Section 6.1 are satisfied at the Closing, Buyer has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Buyer on the part of the Closing Date. Buyer or the Acquisition Sub acknowledges and agrees that under the terms and conditions of this Agreement, Buyer’s obligation to consummate the Commitment LettersClosing is not in any way contingent upon or otherwise subject to Buyer’s consummation of any financing arrangements, Buyer’s obtaining of any financing or the availability, grant, provision or extension of any financing to Buyer.

Financing. (a) At the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant Parent has delivered to the Merger Company correct and to pay all fees complete copies of the executed commitment letter, dated as of the date hereof, among Parent, Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., Barclays Bank PLC and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11Column Financial, 2007 Inc. (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates), together with certain other financial institutions (collectivelypursuant to which the counterparties thereto have committed, the “Lenders”) relating subject to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreementand conditions thereof, to refinance certain existing indebtedness of lend the Company and amounts set forth therein (the financing to pay related fees and expenses. The financing contemplated by the be provided pursuant to such Debt Commitment Letter (Letter, as may be amended, modified, supplemented, replaced or any replacement thereof permitted under extended from time to time after the date hereof in compliance with Section 6.11(a)) is referred to in this Agreement as 6.12, the “Debt Financing”). (b) Parent expressly acknowledges and agrees that the consummation of all or any portion of the Debt Financing is not a condition to its and/or Merger Sub’s and or Partnership Merger Sub’s obligations to effect the Closing. Assuming the accuracy of the representations and warranties of the Company in this Agreement as of the Closing Date and the performance by the Company of its obligations hereunder, the amount of funds to be provided pursuant to the Debt Commitment Letter, if funded in accordance with the terms therein, together with other financial resources of Parent, Merger Sub and Partnership Merger Sub available on or prior to the time of Closing, including cash on hand and marketable securities of Parent, Merger Sub, Partnership Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, will be sufficient to consummate the Mergers, the Transactions and to pay its and its affiliates’ respective monetary obligations that are due on or prior to the Closing Date under this Agreement, including payment of the Merger Consideration, and the payment or funding of all fees, costs, expenses and reserves incurred, payable or required to be funded by Parent, Merger Sub, Partnership Merger Sub, any of their affiliates and, to the extent responsible hereunder, the Company on or prior to the Closing Date in connection with this Agreement and the Transactions. (c) The Buyer has received an equity commitment letter dated February 11As of the date hereof, 2007 (none of Parent, Merger Sub or Partnership Merger Sub, or to the “Equity Commitment Letters” andknowledge of Parent, together with any other counterparty thereto is in breach of any of its covenants or other obligations set forth in, or is in default under, the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters areParent’s knowledge, as of the date of this Agreementhereof, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred whichor circumstances exist that, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute an incurable or result in a breach or default on the part of Parent, Merger Sub or Partnership Merger Sub, or to the knowledge of Parent, any counterparty thereto, under the Debt Financing, (ii) constitute or result in a failure to satisfy a condition precedent set forth in the Debt Financing or (iii) otherwise result in any portion of the Debt Financing being unavailable. As of the date hereof, none of Parent, Merger Sub or Partnership Merger Sub has received any notice or other communication from any party to the Debt Commitment Letter with respect to (1) any breach or default on the part of Parent, Merger Sub, Partnership Merger Sub or any other party to the Buyer Debt Commitment Letter or (2) any intention of such party to terminate the Acquisition Debt Commitment Letter, to not provide all or any portion of the Debt Financing or to require any additional reserves not contemplated by the Debt Commitment Letter or for expenses to be paid by Parent or any of its affiliates on prior to or as a condition to the consummation of the Debt Financing at Closing other than as provided in the Debt Commitment Letter. (d) As of the date hereof, the Debt Commitment Letter is a legal, valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, the other parties thereto, is in full force and effect, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (e) Other than as set forth in the Debt Commitment Letter and any fee letter (a “Fee Letter” and, together with the Debt Commitment Letter, the “Debt Financing Letters”), a copy of which has been provided to the Company prior to the date hereof, there are no conditions precedent related to the funding of the full net amount of the Debt Financing or any contingencies that would, or would reasonably be expected to, reduce the aggregate amount of the Debt Financing. As of the date hereof, there are no side letters or other Contracts, understandings or arrangements (in each case, whether written or oral) imposing conditions or other contingencies to the funding of the full amount (i.e., before giving effect to any loan reduction provisions in the Debt Commitment Letter) of the proceeds of the Debt Financing or otherwise affect the availability of the Debt Financing, other than those set forth in the Debt Financing Letters delivered to the Company prior to the date hereof. As of the date hereof, Parent, Merger Sub under and Partnership Merger Sub have fully paid, or caused to be fully paid, any and all commitment or other fees which are due and payable on or prior to the date hereof pursuant to the terms and conditions of the Commitment Debt Financing Letters.

Financing. Parent has delivered to the Company a true and complete copy of (ai) At the ClosingEquity Commitment Letter, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to which, upon the Merger terms and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related subject to the transactions contemplated by this Agreement. (b) The Buyer and conditions set forth therein, OTPP has committed to provide the Acquisition Sub have received a commitment letter dated February 11, 2007 financing in the amount set forth therein (the “Equity Financing”) and (ii) the Debt Commitment Letter”) from Xxxxxx Brothers Inc. , pursuant to which, upon the terms and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating subject to the commitment of the Lenders conditions set forth therein, Xxxxx Fargo Bank, National Association has committed to provide debt financing required up to consummate the Merger on aggregate amount set forth therein for the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by purposes set forth in the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11). Assuming the accuracy of the representations and warranties set forth in Article III and the performance by the Company of its obligations under this Agreement, 2007 (the “aggregate proceeds to be disbursed pursuant to the agreements contemplated by Equity Commitment Letters” and, together with Letter and the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement Letter and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash, cash equivalents and marketable securities of the Company Company, in the aggregate, will be sufficient to (i) fund the payment of the aggregate Transaction Consideration in respect of the Common Shares, (ii) pay any and all fees and expenses required to be paid by Parent and Acquisition Sub in connection with the Amalgamation and the Buyer, will provide Equity Financing and (iii) satisfy all of the other payment obligations of Parent and Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as hereunder. As of the date of this Agreement, each of the Equity Commitment Letter and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and Debt Commitment Letter is in full force and effect and, to the knowledge of Parent and no event within the direct or indirect control Acquisition Sub, is a legal, valid and binding obligation of each of the Buyer parties thereto, in each case, except as enforcement thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (B) the exercise by courts of equity powers. Neither the Equity Commitment Letter nor the Debt Commitment Letter has been amended, supplemented or otherwise modified prior to the date of this Agreement, and the commitment contained in the Equity Commitment Letter or the Acquisition Sub Debt Commitment Letter, as applicable, has not, prior to the date of this Agreement, been withdrawn, terminated or rescinded in any respect. There are no other agreements, side letters or arrangements relating to the Equity Commitment Letter or the Debt Commitment Letter that could affect the availability or aggregate amount of the Equity Financing or the Debt Financing, as applicable. The Equity Commitment Letter does not violate the fund documents of OTPP and OTPP has the ability to make capital calls sufficient to satisfy its obligations under the Equity Commitment Letter. As of the date of this Agreement, there are no conditions precedent or other contingencies related to the funding of the full amount under the Equity Financing or the Debt Financing, other than as set forth in or contemplated by the Equity Commitment Letter or the Debt Commitment Letter, as applicable. No event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent default or breach on the part of the Buyer Parent or the Acquisition Sub under the terms and conditions Equity Commitment Letter or the Debt Commitment Letter. Assuming the satisfaction of the conditions to Acquisition Sub’s obligation to consummate the Amalgamation and performance by the Company of its obligations under this Agreement, as of the date of this Agreement, neither Parent nor Acquisition Sub has any reason to believe that any of the conditions to the Equity Financing contemplated by the Equity Commitment LettersLetter or the Debt Financing contemplated by the Debt Commitment Letter will not be satisfied or that the Equity Financing or the Debt Financing will not otherwise be made available to Parent or Acquisition Sub on the Closing Date to the extent necessary.

Financing. (a) At The amount of funds contemplated to be provided to Purchaser at the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares Closing pursuant to the Merger Equity Financing Commitments and the Debt Financing Commitments will be sufficient to (i) pay the Closing Purchase Price, (ii) pay any and all fees and expenses payable required to be paid by the Buyer or the Acquisition Sub related to Purchaser in connection with the transactions contemplated by this AgreementAgreement (including the Purchaser Financing), and (iii) satisfy all of the other payment obligations of Purchaser hereunder required to be paid in connection with the Closing. (b) The Buyer Purchaser has delivered to Seller a true, accurate and the Acquisition Sub have received a complete copy of (i) an executed commitment letter dated February 11as of the date hereof, 2007 by and between Purchaser Guarantor and Purchaser (the “Equity Financing Commitment”), pursuant to which Purchaser Guarantor has committed, subject to the terms thereof, to provide Purchaser the cash amount set forth therein (the “Equity Financing”) and which expressly provides that Seller is a third party beneficiary thereto and is entitled to enforce the provisions thereof and (ii) the executed debt commitment letters, dated as of the date hereof, among Purchaser and the Debt Financing Sources and all related fee letters associated therewith (such commitment letters and fee letters, including all exhibits, schedules, annexes and amendments thereto, collectively, the “Debt Financing Commitments” and such Debt Financing Commitments, together with the Equity Financing Commitment, the “Financing Commitments”), pursuant to which the counterparties party thereto have committed, subject to the terms thereof, to lend to Purchaser the debt amounts set forth therein (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliatesFinancing” and, together with certain other financial institutions (collectivelythe Equity Financing, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Purchaser Financing”). (c) The Buyer has received an equity commitment letter dated February 11Financing Commitments are (i) legal, 2007 (the “Equity Commitment Letters” valid and binding obligations of Purchaser and Purchaser Guarantor, as applicable, and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment knowledge of Purchaser, each of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement other parties thereto and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (dii) The proceeds of the Financing, when funded enforceable in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) their respective terms against Purchaser and/or Purchaser Guarantor, as applicable, and taken together with available cash each of the Company and the Buyerother parties thereto except as such enforcement may be limited by bankruptcy, will provide the Acquisition Sub with sufficient cash insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness law). As of the Company date hereof, none of the Financing Commitments have been amended or modified, and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this Agreement, and (subject hereof no such amendment or modification has been proposed by any party to the Buyer’s rights under Financing Commitments other than to add additional arrangers, lenders or commitment parties as contemplated by Section 6.11(a) with 5.16. As of the date hereof, the obligations and commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated therebyPurchaser, validor, binding and to the knowledge of the Purchaser, the other parties thereto. As of the date hereof, the Financing Commitments are in full force and effect effect. As of the date hereof, assuming the representations and warranties in Article III are true and correct in a manner that satisfies the condition set forth in Section 6.2(b), no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to (x) constitute an incurable failure to satisfy a condition precedent default or breach under the Financing Commitments on the part of Purchaser or Purchaser Guarantor, as applicable, or, to the Buyer knowledge of Purchaser, any other parties to the Financing Commitments or (y) result in all or any portion of the Acquisition Sub Purchaser Financing being unavailable on the Closing Date. As of the date hereof, assuming the conditions set forth in Section 6.2(a) and Section 6.2(b) of this Agreement will be satisfied, Purchaser has no reason to believe that any of the conditions to the Purchaser Financing contemplated in the Financing Commitments will not be satisfied or that the Purchaser Financing will not be made available to Purchaser on or prior to the Closing Date, and, to the knowledge of Purchaser, Purchaser has no reason to believe that any of the Debt Financing Sources will not perform their respective funding obligations with respect to the Debt Financing under the terms and conditions Debt Financing Commitments. There are no side letters or other agreements, contracts or arrangements related to the funding or provision, as applicable, of the Commitment LettersPurchaser Financing other than as expressly set forth in the Financing Commitments delivered to Seller prior to the date hereof. There are no conditions precedent or other contingencies related to the funding or provision, as applicable, of the full amount of the Purchaser Financing, other than as expressly set forth in the Financing Commitments delivered to Seller prior to the date hereof (the “Disclosed Conditions”). Other than the Disclosed Conditions, there are no conditions precedent or other contingencies related to the funding or provision, as applicable, of the Purchaser Financing that would permit any party to the Financing Commitments to reduce the aggregate amount available to be funded or provided, as applicable, under the Financing Commitments. Purchaser has fully paid, or caused to be fully paid, any and all commitment or other fees in connection with the Financing Commitments which are due and payable on or prior to the date hereof. As of the date hereof, assuming the representations and warranties in Article III are true and correct in a manner that satisfies the condition set forth in Section 6.2(b), Purchaser is not aware of any fact or occurrence that makes any of the representations or warranties of Purchaser in any of the Financing Commitments inaccurate in any such respect. Purchaser affirms that it is not a condition to any of Purchaser’s obligations under this Agreement that Purchaser obtain the Purchaser Financing or any other financing for or related to any of the transactions contemplated hereby.

Financing. (ai) At Parent will have sufficient funds available to it for Parent and, after the ClosingEffective Time, the Buyer and the Acquisition Sub will have available all the funds necessary Surviving Corporation, to purchase all the Shares pursuant to complete the Merger and refinance in full all amounts outstanding under the Company ABL Credit Agreement and the Senior Secured Indenture, to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11cash in lieu of fractional shares in accordance with Section 4.2(f), 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees satisfy the respective obligations of Parent and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement Merger Sub as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms and when contemplated by this Agreement and to pay related or otherwise perform such obligations of Parent and Merger Sub under any agreement or documents entered into in connection with the Merger (including any fees and expenses. The cash equity investments expenses relating to the Financing). (ii) Parent has delivered to the Company true and complete copies of (i) a fully executed debt commitment letter, dated as of the date of this Agreement (including all schedules, annexes and exhibits thereto) (the “Commitment Letter”) and (ii) the fully executed fee letters referenced therein, relating to fees with respect to the Financing contemplated by the Equity Commitment Letter is referred to herein as (collectively, the “Equity Financing”; the Equity Financing, Fee Letter,” and together with the Debt FinancingCommitment Letter, collectively, the “Commitment Papers”), by and among Parent and the Financing Sources specified therein (with only fee amounts and other economic terms, and the “flex” provisions, redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, termination or amount of the debt financing contemplated by the Commitment Letter). As used herein, the debt financing contemplated in the Commitment Papers, together with, unless the context otherwise requires, any replacement financing, including any bank financing or debt securities issued in lieu thereof, is collectively referred to as the “Financing”. Complete and correct copies .” As of the executed Commitment Letters have been provided to the Company. (d) The proceeds date of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness each of the Commitment Papers is in full force and effect and has not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect and, to the Knowledge of Parent, no amendment or modification in any manner that is potentially adverse to the Company is contemplated as of the date of this Agreement (other than as set forth in the Fee Letter with respect to flex rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the Commitment Papers as of the date of this Agreement), and each of the Commitment Papers, in the form so delivered, constitutes the legal, valid and binding obligation of, and is enforceable against, Parent and, to pay the Knowledge of Parent, each of the other parties thereto, subject, in each case, to the Bankruptcy and Equity Exception. Except as set forth in the Commitment Papers and except for any engagement letters, fee credit letters and fee letters related fees and expenses. (e) The to the permanent financing described in the Commitment Letters arePapers, as of the date of this Agreement, and (subject there are no contracts, agreements, “side letters” or other arrangements to which Parent, Merger Sub or any of their respective affiliates is a party relating to the Buyer’s rights under Section 6.11(aCommitment Papers or the Financing. (iii) with respect to amendmentsAs of the date of this Agreement, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, constitutes, or would reasonably be expected to constitute an incurable failure constitute, a default or breach by Parent or, to satisfy a condition precedent on the part Knowledge of the Buyer or the Acquisition Sub under the terms and conditions Parent, any other party thereto, of any term of the Commitment LettersPapers. As of the date of this Agreement, no Financing Source party to the Commitment Letter has notified Parent in writing of its termination or repudiation (or intent to terminate or repudiate) any of the commitments under such Commitment Letter or intent not to provide all or any portion of the Financing. Assuming the truth and accuracy of the Company’s representations and warranties set forth in Section 5.1 and compliance by the Company with its obligations hereunder, in each case, in all material respects, and assuming satisfaction of the conditions in Section 7.3 (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), Parent has no reason to believe that any of the conditions to the availability and funding, as applicable, of the Financing contemplated by the Commitment Papers will fail to be satisfied on the Closing Date or that the full amounts committed pursuant to the Commitment Letter will not be available to be funded on the Closing Date to the extent required to refinance in full all amounts outstanding under the Company ABL Credit Agreement and the Senior Secured Indenture, to pay cash in lieu of fractional shares in accordance with Section 4.2(f) and to pay the fees and expenses relating to the Merger and the Financing. (iv) Notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges that its obligation to consummate the Merger as set forth in this Agreement is not contingent on Parent’s ability to obtain any financing, whether pursuant to the Commitment Papers or otherwise. (v) As of the date hereof, Parent and Merger Sub have fully paid (or caused to be paid) any and all commitment fees or other fees required by the Commitment Papers to be paid on or before the date of this Agreement. The only conditions precedent related to the obligations of the Financing Sources party to the Commitment Letter to fund the full amount of the Financing contemplated by the Commitment Letter are expressly set forth in the Commitment Letter.

Financing. (a) At the Closing, the 2.3.1 The Buyer and the Acquisition Sub Offeror will have available all be able to, and the funds necessary to purchase all Offeror shall, in accordance with the terms of this Agreement: (i) pay the aggregate Offer Consideration (including any increase thereto in accordance with clauses 2.2.1 and 2.2.2 hereof) payable in respect of the Company Shares pursuant to the Merger Offer, the aggregate Advance Liquidation Distribution or the aggregate Company Newco Liquidation Distributions, in each case when due pursuant to the terms of this Agreement; (ii) pay or refinance when due all the Group's indebtedness (including the Company Warrants and Company Call Options) that is required to be repaid or refinanced on the Settlement Date or within ninety (90) days thereof (together with the payment of make-whole amounts, early termination fees or other fees, costs and expenses in connection therewith) in connection with the Settlement or the other Transactions on the terms and conditions of this Agreement; and (iii) pay on the Settlement Date all fees and expenses payable incurred by the Buyer or the Acquisition Sub related to Offeror in connection with this Agreement and the transactions contemplated by Transactions including the Offer that are due on the Settlement Date (the amounts of cash needed for such payments referenced in this Agreementclause 2.3.1, the "Settlement Amounts"). 2.3.2 The Buyer shall confirm in the Joint Announcement that it will have satisfied the certain funds requirements of Section 13 of the German Takeover Act on the date of filing and publication of the Tender Offer Document and shall procure that the statement of an independent investment services enterprise pursuant to Section 13 para. 1 sentence 2 of the German Takeover Act (bthe "Cash Confirmation"), confirming that the Buyer has the necessary means at its disposal to fully finance the Offer as well as the related transaction costs, is available prior to filing of the Offer for clearance with BaFin. 2.3.3 The Buyer has received a fully executed (i) The debt commitment letter dated as of the date hereof, among the Buyer and the Acquisition Sub Debt Financing Sources party thereto (including all exhibits, schedules and annexes to such letter in effect as of the date hereof) pursuant to which such Debt Financing Sources have received a commitment letter dated February 11agreed, 2007 subject to the terms and conditions thereof, to lend to the Buyer the amount set forth therein for the purposes of financing the Transactions (the “"Debt Commitment Letter”") from Xxxxxx Brothers Inc. and certain of its affiliates(ii) fee letter, together with certain other financial institutions (collectively, which is the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by fee letter referenced in the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(athe "Fee Letter") (the documents set forth in the foregoing clause (i) and (ii)) is referred to in this Agreement as , the “Debt Financing”. (c) "Financing Documentation"). The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating delivered to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity FinancingCompany true, together with the Debt Financing, is collectively referred to as the “Financing”. Complete complete and correct copies of the executed Commitment Letters have been provided Financing Documentation (except that, with respect to the Company. (d) The proceeds Fee Letter, the fee amounts, pricing caps, flex and other economic terms set forth therein may be redacted; provided, however, that such redactions do not permit the imposition of the Financing, when funded in accordance with the Commitment Letters any new conditions (or the expansion of any replacement thereof permitted under Section 6.11(aexisting conditions)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as ). As of the date of this Agreement, and (the obligations of the Debt Financing Sources to fund their commitments under the Debt Commitment Letter are not subject to any condition precedent other than the Buyer’s rights under Section 6.11(aconditions expressly set forth in the Debt Commitment Letter and there are no other agreements, side letters or arrangements relating to the Debt Financing (other than the Financing Documentation) with respect to amendmentsthat would adversely affect the availability of, modifications and/or replacement thereofor the conditions to, funding the full amount of the Debt Financing. 2.3.4 As of the date of this Agreement, (a) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and Financing Documentation is in full force and effect and no event within the direct or indirect control is a legal, valid, binding and enforceable obligation of the Buyer or and, to the Acquisition Sub knowledge of the Buyer, each other person party thereto (subject to applicable Bankruptcy and Equity Exceptions) and (b) no event has occurred whichthat, with or without notice, lapse of time time, or both, would reasonably be expected to constitute an incurable a default or breach or a failure to satisfy a condition precedent on the part of the Buyer or the Acquisition Sub under the terms and conditions of the Financing Documentation. The Buyer has fully paid (or caused to be paid) any and all commitment fees or other fees in connection with the Financing Documentation that are required to be paid on or prior to the date hereof and has otherwise satisfied all other terms and conditions required by the Financing Documentation to be satisfied prior to the date hereof. As of the date hereof, the Financing Documentation has not been modified, amended or altered and none of the commitments under the Debt Commitment LettersLetter have been withdrawn or rescinded in any respect. 2.3.5 From the date hereof until the earlier of the Completion Date or the termination of this Agreement in accordance with its terms, the Buyer shall use reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary to arrange and obtain the Financing and the proceeds therefrom in an amount sufficient, when taken together with Buyer’s other sources of funds on the Completion Date, to permit it to pay the Settlement Amounts due on such date. 2.3.6 The Buyer acknowledges and agrees that the obtaining of any financing is not a condition to the Buyer's obligation to complete the Offer and the Share Transfer and consummate the other Transactions. For the avoidance of doubt, if any financing has not been obtained, the Buyer shall continue to be obligated, prior to any valid termination of this Agreement in accordance with clause 16.1 and subject to the fulfilment or waiver of the Offer Conditions, to complete the Offer and the Share Transfer and consummate the other Transactions on the terms and conditions of this Agreement. 13 / 107

Financing. Parent has provided to the Company true and complete copies of (ai) At the Closingfully executed commitment letter, dated as of July 7, 2009, between Parent and each of Xxxxx Fargo Foothill LLC and Capital Source Bank (the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares “Debt Financing Commitments”), pursuant to which each of Xxxxx Fargo Foothill LLC and Capital Source Bank has agreed to lend the Merger amounts set forth therein on the terms and subject to pay all fees and expenses payable by the Buyer or conditions set forth therein (the Acquisition Sub related to “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement. , and (bii) The Buyer (A) the fully executed equity commitment letter, dated as of the date hereof, between Parent and the Acquisition Sub have received a commitment letter dated February 11STG III, 2007 L.P. and STG III-A, L.P. (the “Debt Commitment LetterSTG Equity Commitment”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, B) the “Lenders”) relating to the commitment of the Lenders to provide fully executed equity and debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11between Parent and Xxxxxxx Associates, 2007 L.P. and Xxxxxxx International, L.P. (the “Xxxxxxx Equity Commitment LettersCommitment” and, together with the Debt Commitment LetterSTG Equity Commitment, the “Commitment LettersEquity Financing Commitments” and together with the Debt Financing Commitments, the “Financing Commitments”) from Comverse Technology), Inc. pursuant to which each of XXX XXX, X.X., XXX XXX-X, L.P., Xxxxxxx Associates, L.P. and Xxxxxxx International, L.P. has committed to invest the amount set forth therein on the terms and subject to the conditions set forth therein (the “Equity InvestorFinancing” and together with the Debt Financing, the “Financing”) ). As of the date hereof, none of the Financing Commitments has been amended or modified, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. The Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of each of Parent, Merger Subsidiary and the other parties thereto (except as such enforceability may be limited by applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application (regardless of whether such enforceability is considered in a proceeding in equity or at law)). There are no conditions precedent or other contingencies related to the commitment funding of the Equity Investor full amount of the Financing, other than as expressly set forth in the Financing Commitments, and Parent has no reason to provide cash equity investments believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition to the Financing, or that the Financing will not be made available to Parent on the Closing Date (assuming in each case compliance by the Company with its covenants hereunder and the continuing accuracy of the Company’s representations and warranties hereunder). Subject to the terms and conditions of the Financing Commitments, the aggregate proceeds of the Financings together with the Company Cash Deposit is an amount sufficient to consummate the Merger on upon the terms contemplated by this Agreement and to pay all related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred expenses of Parent, Merger Subsidiary and their respective Representatives pursuant to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent on the part of the Buyer or the Acquisition Sub under the terms and conditions of the Commitment Letters.

Financing. (a) At the Closing, the Buyer Purchaser has received and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger accepted executed and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a binding commitment letter letters dated February 113, 2007 2015 (the “Debt Commitment LetterLetters”) from Xxxxxx Brothers Inc. UBS Securities LLC, UBS AG, Stamford Branch, Credit Suisse AG, Credit Suisse Securities (USA) LLC, Royal Bank of Canada and certain of its affiliates, together with certain other financial institutions RBC Capital Markets (collectively, the “Lenders”) ), relating to the commitment of the Lenders to provide provide, subject to the terms and conditions thereof, the full amount of the debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter stated therein (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”). (cb) The Buyer Purchaser has received an equity commitment letter dated February 11delivered to Seller true, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete complete and correct copies of the executed Debt Commitment Letters, attached hereto as Exhibit F (including, the exhibits and annexes thereto), and any fee letters (the “Fee Letters”) related thereto (with only fee amounts, dates and certain other economic terms, including in respect of the “market flex” and “securities demand” provisions, redacted) (none of which would adversely affect the amount or availability of the Debt Financing). (c) Except as set forth in the Debt Commitment Letters, there are no conditions precedent to the obligations of the Lenders to provide the Debt Financing or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. Other than the Debt Commitment Letters have been provided and the Fee Letters, there are no side letters or other agreements, contracts or arrangements (except for customary engagement letters) relating to the Companyfunding or investing, as applicable, of the full amount of the Debt Financing. (d) The proceeds of the Debt Financing, when funded in accordance with the Debt Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken Letters, together with available cash on hand (taking into account any restrictions on use and costs of the Company and the Buyerrepatriation), will provide Purchaser with cash proceeds on the Acquisition Sub with sufficient cash at the Effective Time Closing Date in an amount sufficient to consummate the Merger transactions contemplated by this Agreement on the terms contemplated by this Agreementhereby, to refinance certain existing indebtedness including the payment of the Company Purchase Price, and to pay related fees and expenses. (e) The Commitment Letters areAssuming the satisfaction of the conditions in Sections 8.1 and 8.2, to the Knowledge of Purchaser, there is no fact or occurrence as of the date hereof that would cause the conditions to funding of this Agreementthe Debt Financing not to be satisfied at or before the Closing, and Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of the Closing to be satisfied by it contained in the Debt Commitment Letters. (subject to the Buyer’s rights under Section 6.11(af) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, The Debt Commitment Letters are valid, binding and enforceable in accordance with their respective terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), and are in full force and effect effect, and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred whichthat, with or without notice, lapse of time time, or both, would reasonably be expected to constitute an incurable a default or breach or a failure to satisfy a condition precedent on the part of the Buyer or the Acquisition Sub Purchaser under the terms and conditions of the Debt Commitment Letters. As of the date of this Agreement, no Debt Commitment Letter or Fee Letter has been amended, restated or otherwise modified or waived, and the respective commitments contained in the Debt Commitment Letters have not been withdrawn, modified or rescinded. Purchaser has paid in full any and all commitment fees or other fees or expenses required to be paid pursuant to the terms of the Debt Commitment Letters on or before the date of this Agreement. (g) In no event shall the receipt or availability of any funds or financing by Purchaser or any of its Affiliates or any other financing or other transactions be a condition to any of Purchaser’s obligations hereunder.

Financing. (a) At the ClosingAs and when needed, the Buyer and the Acquisition Sub Parent will have available all the funds necessary to purchase all pay the Shares pursuant aggregate Cash Consideration, the Company Equity Award Consideration, payment in respect of the Company Performance Cash Awards, any repayment or refinancing of debt contemplated by this Agreement or required in connection with the transactions contemplated hereby (including, for the avoidance of doubt, any offers to repurchase outstanding debt upon a change of control or fundamental change and conversions of the Merger Company Convertible Notes) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby and to pay all related fees and expenses payable by of Parent and Merger Sub, and there is no restriction on the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreementuse of such cash for such purposes. (b) The Buyer Parent has delivered to the Company, prior to the date of this Agreement, a true, correct and the Acquisition Sub have received a complete copy of an executed commitment letter dated February 11among Parent and those financial institutions party to the Commitment Letter (together with their permitted assignees under the Commitment Letter, 2007 (the “Debt Commitment LetterLenders”), including all exhibits, schedules and annexes thereto, and a customarily redacted Fee Letter none of which redacted terms would reasonably be expected to adversely affect the availability or aggregate principal amount of the debt financing contemplated by such commitment letter) from Xxxxxx Brothers Inc. and certain regarding the terms of its affiliates, together with certain other financial institutions the debt financing to be provided thereby (collectively, the “LendersCommitment Letter”), pursuant to which the parties thereto (other than Parent) relating have committed to provide, subject to the commitment of the Lenders to provide terms and conditions set forth therein, debt financing required to consummate in the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expensesamounts set forth therein. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as As of the date of this Agreement, (i) the Commitment Letter is (A) a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, each of the other parties thereto, (B) enforceable in accordance with its terms against Parent and, to the Knowledge of Parent, each of the other parties thereto, except in each case as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity, and (subject to the Buyer’s rights under Section 6.11(aC) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect, (ii) the Commitment Letter has not been amended or modified, (iii) none of the respective obligations and commitments contained in the Commitment Letter has been withdrawn, terminated or rescinded in any respect (other than any reduction or termination in each case in accordance with the express terms of the Commitment Letter as in effect on the date hereof), and no such amendment, modification, withdrawal, termination or rescission is contemplated by Parent or, to the Knowledge of Parent, by any other party thereto that would be reasonably likely to adversely affect the amount or availability thereof and (iv) no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, which (with or without notice, notice or lapse of time time, or both, ) would or would reasonably be expected to constitute an incurable a default or breach or to the Knowledge of Parent, a failure to satisfy a condition precedent on the part of Parent or, to the Buyer or the Acquisition Sub Knowledge of Parent, any other parties thereto under the Commitment Letter. Parent has fully paid any and all commitment fees or other fees in connection with the Commitment Letter that are payable on or prior to the date hereof, and will pay in full any such amounts due on or before the Closing Date in accordance with the terms and conditions thereof. There are no agreements, side letters or arrangements to which Parent is a party that could affect the availability of the debt financing contemplated by the Commitment LettersLetter on the Closing Date. There are no conditions precedent or other contingencies between Parent and any other party to the Commitment Letter related to the funding of the full amount of the debt facilities contemplated by the Commitment Letter (including any “flex” provisions in the Fee Letter) other than expressly set forth in the Commitment Letter. As of the date of this Agreement, the Parent has no reason to believe that it will be unable to satisfy the conditions or contingencies to funding contained in the Commitment Letter.

Financing. (a) At the Closing, the Buyer Parent has received and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant furnished a copy to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received Company of a commitment letter dated February 11, 2007 (including the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. Summary of Terms and certain of its affiliates, together with certain other financial institutions (collectivelyConditions annexed thereto, the “Lenders”"COMMITMENT LETTER") relating to with The Chase Manhattan Bank and Credit Suisse First Boston (together, the commitment "BANK") dated as of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this AgreementSeptember 28, to refinance certain existing indebtedness of the Company and to pay related fees and expenses2000. The financing contemplated by funds which the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer Bank has received an equity commitment letter dated February 11agreed, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent on the part of the Buyer or the Acquisition Sub under the terms and conditions of the Commitment Letter, to provide will be sufficient, when taken together with other funds available to Parent, to enable it to provide to the Paying Agent the aggregate Merger Consideration and any other amounts owing as a result of the transactions contemplated by this Agreement, and to pay all related fees and expenses pursuant to the Merger (collectively, the "Required Amount"). (b) As of the date hereof, (i) the Commitment Letter has not been withdrawn and is in full force and effect and (ii) Merger Sub has no reason to believe that any of the conditions set forth in the Commitment Letter will not be satisfied. (c) Merger Sub has received and furnished a copy to the Company of the equity commitment letters (the "Equity Commitment Letters") addressed to Parent from Sponsor and each of the other equity investors in Parent (the "Equity Investors"), each dated as of September 28, 2000 pursuant to which the Equity Investors have committed to make available to Parent certain funds, subject to the terms and conditions contained therein, for the purpose of consummating the transactions contemplated by this Agreement. As of the date hereof, (i) no Equity Commitment Letter has been withdrawn and each Equity Commitment Letter is in full force and effect and (ii) Merger Sub has no reason to believe that any of the conditions set forth in any Equity Commitment Letter will not be satisfied. Sponsor may arrange for other equity commitment letters addressed to Parent to be executed on substantially the same terms and conditions as the equity commitment letters executed on the date hereof, in lieu of the existing equity commitment letters (including in order to cause Sponsor to reduce its equity commitment), so long as the aggregate equity commitments to Parent are not less than the equity commitments on the date hereof and Sponsor maintains a controlling interest in Parent. (d) Upon consummation of the transactions contemplated by this Agreement, the Surviving Corporation (i) will not become insolvent, (ii) will not be left with unreasonably small capital, and (iii) will not have incurred debts beyond its ability to pay such debts as they mature.

Financing. As of the date hereof, Parent has delivered to the Company true, complete and correct copies of (a) At the Closingexecuted commitment letter, dated as of the date hereof, between Parent and the financial institutions and investors party thereto (including all exhibits, schedules, and annexes thereto, and the executed fee letter associated therewith and referenced therein (except that the fee letter is subject to redactions further described below), as may be amended or modified in accordance with the terms hereof, collectively, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares “Debt Financing Commitments”), pursuant to which the Merger lenders thereto have committed, subject to the terms and conditions set forth therein, to pay all fees and expenses payable by lend the Buyer or amounts set forth therein (the Acquisition Sub related to “Debt Financing”) for the purposes of funding the transactions contemplated by this Agreement. (b) The Buyer , and related fees and expenses and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and refinancing of certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing outstanding indebtedness of the Company specified therein and to pay related fees (b) the executed commitment letter, dated as of the date hereof, among Parent, the Guarantor and expenses. The financing contemplated by the Debt Commitment Letter other parties thereto (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11including all exhibits, 2007 (schedules and annexes thereto, the “Equity Commitment Letters” andFinancing Commitment”, and together with the Debt Commitment LetterFinancing Commitment, the “Commitment LettersFinancing Commitments”) from Comverse Technology), Inc. (“Equity Investor”) relating pursuant to which the Guarantor has committed, subject to the commitment of terms and conditions set forth therein, to invest the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as amount set forth therein (the “Equity Financing”; the Equity Financing, and together with the Debt Financing, is collectively referred to as the “Financing”). Complete The Equity Financing Commitment provides that the Company is a third party beneficiary thereof, subject to the terms and correct copies conditions set forth therein. None of the executed Commitment Letters have Financing Commitments has been provided amended or modified prior to the Company. (d) The proceeds date of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this AgreementAgreement no such amendment or modification is contemplated (other than, for the avoidance of doubt, amendment to the Debt Financing Commitments solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto who had not executed the Debt Financing Commitments as of the date hereof), and as of the date of this Agreement the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Except for fee letters (complete copies of which have been provided to the Company, with only fee amounts, market flex provisions and other customary threshold amounts and “securities demand” related provisions redacted) and customary engagement letters and customary related fee rebate letters in respect of permanent financing in lieu of all or part of the Debt Financing permitted hereby (none of which adversely affect the amount, conditionality, enforceability, termination or availability of the Debt Financing), as of the date hereof there are no side letters or Contracts to which Parent or Merger Sub is a party that imposes conditions, affects the availability of or modifies, amends or expands the conditions to the funding of the Financing or the transactions contemplated hereby other than as expressly set forth in the Financing Commitments delivered to the Company prior to the date hereof. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof and Parent will, directly or indirectly, continue to pay in full any such amounts required to be paid as and when they become due and payable on or prior to the Closing Date; provided that any payment due and payable on the Closing Date shall be funded contemporaneously with the Closing and subject to the Buyer’s rights under Section 6.11(a) satisfaction of the other funding conditions in respect of the Financing on the Closing Date. As of the date hereof, the Financing Commitments are in full force and effect with respect to amendmentsto, modifications and/or replacement thereof) will be, at all times until replaced by and are the definitive agreements contemplated therebylegal, valid, binding and enforceable obligations of, Parent and Merger Sub, as the case may be, and, to the knowledge of Parent and Merger Sub, each of the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in full force and effect and the Financing Commitments delivered to the Company prior to the date hereof. As of the date hereof, no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to (i) constitute an incurable a default or breach on the part of Parent or Merger Sub, (ii) constitute a failure to satisfy a condition precedent on the part of Parent or Merger Sub or (iii) to the Buyer or the Acquisition Sub under the terms and conditions knowledge of Parent, result in any portion of the Commitment LettersFinancing Commitments being unavailable on the Closing Date, assuming the conditions to the Financing are satisfied. As of the date hereof, Parent has no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments applicable to it will not be satisfied on the Closing Date. Assuming the conditions in Sections 7.1 and 7.2(a) and (b) are satisfied and the Financing is funded in accordance with the Financing Commitments (including any flex provision), Parent and Merger Sub will have on the Closing Date funds sufficient to (i) pay the aggregate Per Share Merger Consideration and the other payments under ARTICLE II, (ii) pay any and all fees and expenses required to be paid by Parent, Merger Sub and the Surviving Corporation in connection with the Merger and the Financing and (iii) pay for any refinancing of any outstanding indebtedness of the Company or its subsidiaries contemplated by this Agreement and the Financing Commitments. Each of Parent and Merger Sub affirms that it is not a condition to the Closing or any of its other obligations under this Agreement that Parent or Merger Sub obtain the Financing or any other financing for or related to any of the transactions contemplated hereby.

Financing. ‌ Investor has delivered to the Company true, complete and correct copies of: (ai) At the Closingexecuted commitment letter, dated as of the Buyer date hereof by and among Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Xxxxxx Xxxxxxx Senior Funding, Inc., Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC, Xxxxxxx Sachs Bank USA, UBS Securities LLC, and UBS Loan Finance LLC and Investor (the Acquisition Sub will have available all the funds necessary to purchase all the Shares “Debt Financing Commitment”), pursuant to which, upon the Merger terms and subject to pay all fees the conditions set forth therein, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Morgan Stanley Senior Funding, Inc., Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse AG, Xxxxxxx Xxxxx Bank USA, and expenses payable by UBS Loan Finance LLC have agreed to lend the Buyer or amounts set forth therein to the Acquisition Sub related to Company for the purpose of funding the transactions contemplated by this Agreement. Agreement (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. ); (cii) The Buyer has received an the executed equity commitment letter letter, dated February 11, 2007 as of the date hereof between Investor and Guarantor (the “Equity Commitment LettersFinancing Commitment” and, and together with the Debt Commitment LetterFinancing Commitment, the “Commitment LettersFinancing Commitments”) from Comverse Technology), Inc. (“Equity Investor”) relating pursuant to which, upon the terms and subject to the commitment of conditions set forth therein, Guarantor has committed to invest the cash amount in Investor set forth in its Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Financing Commitment Letter is referred to herein as (the “Equity Financing”; the Equity Financing, ” and together with the Debt Financing, is collectively referred to as the “Financing”); and (iii) the fee letter executed in connection with the Debt Financing Commitment (the “Fee Letter”). Complete and correct copies None of the executed Commitment Letters have Financing Commitments or the Fee Letter has been provided amended or modified prior to the Company. date of this Agreement (d) The proceeds provided that the existence or exercise of the Financing, when funded “flex” provisions contained in accordance with the Commitment Letters (Fee Letter shall not constitute an amendment or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash modification of the Company and the BuyerFinancing Commitments), will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters areand, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. There are no other agreements, side letters or arrangements to which Investor is a party relating to any of this Agreementthe Financing Commitments. As of the date hereof, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Financing Commitments and the Fee Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Investor or any of its Affiliates is a party. As of the date hereof, no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, which would constitute a breach or default (or with notice or without notice, lapse of time or bothboth would constitute a default) by Investor under the Financing Commitments, would reasonably or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has fully paid or caused to be expected fully paid all commitment fees or other fees required to constitute an incurable failure be paid on or prior to satisfy a condition precedent on the part date hereof pursuant to the Financing Commitments. Assuming the accuracy of the Buyer or representations and warranties set forth in ARTICLE II and performance by ITW, ITW Subsidiary and the Acquisition Sub under the terms and conditions Company of their respective obligations hereunder, upon receipt of the Commitment Lettersproceeds contemplated by the Financing Commitments, Investor and the Company will have access as of the Closing to sufficient cash funds to pay all amounts contemplated by this Agreement to be paid by them and to perform their respective obligations hereunder.

Financing. Acquisition (aor WCAS VIII in the case of clause (i) At --------- below) has received and executed commitment letters, each dated as of the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 date hereof (the “Debt Commitment Letter”"COMMITMENT LETTERS"), from (i) from Xxxxxx Brothers Chase Securities Inc. and certain Chase Bank of its affiliatesTexas, together with certain other financial institutions N.A. (collectively, the “Lenders”) relating "CHASE"), pursuant to which Chase has committed, subject to the commitment of the Lenders terms and conditions set forth therein, to provide debt the Surviving Corporation with up to $120.0 million of financing required under available senior secured credit facilities; (ii) WCAS VIII, pursuant to consummate the Merger on which it has committed, subject to the terms contemplated by this Agreementand conditions set forth therein, to refinance certain existing indebtedness provide to Acquisition up to $145.0 million in equity; and (iii) WCAS Capital Partners III, L.P. or an affiliate thereof, pursuant to which it has committed to provide up to $160.0 million of senior subordinated financing (the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is financings referred to in this Agreement as the “Debt Financing”. clauses (ci), (ii) The Buyer has received an equity commitment letter dated February 11, 2007 and (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”iii) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is above being collectively referred to as the “Financing”"FINANCING"). Complete Such Financing is adequate to pay in full in cash at closing the Merger Consideration, together with all fees and correct expenses of Acquisition and the Surviving Corporation associated with the transactions contemplated hereby, and to make any other payments necessary to consummate the transactions contemplated hereby. True and complete copies of the executed Commitment Letters have been provided furnished to the Company. (d) The proceeds of the Financing, when funded in accordance with the . WCAS VIII or Acquisition has fully paid any and all commitment fees or other fees required by such Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, be paid as of the date of this Agreementhereof (and will duly pay any such fees after the date hereof); provided that, and (subject to -------- if the Buyer’s rights under Section 6.11(a) with respect to amendmentsMerger is consummated, modifications and/or replacement thereof) the Surviving Corporation will be, at all times until replaced reimburse WCAS VIII for such commitment fees or other fees required by the definitive agreements contemplated thereby, valid, binding such Commitment Letters. The Commitment Letters are valid and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, which (with or without notice, lapse of time or both, ) would reasonably be expected to constitute an incurable failure to satisfy a condition precedent default thereunder on the part of Acquisition, WCAS VIII or their affiliates or would adversely affect the Buyer or the Acquisition Sub under the terms and conditions of the Commitment Lettersprobability that such Financing will actually be funded.

Financing. Parent has delivered to the Company true, complete and correct copies of (a) At the Closingexecuted commitment letter, dated as of the date hereof, between Parent Table of Contents and the financial institutions party thereto (including all exhibits, schedules, and annexes thereto, and the executed fee letter associated therewith and referenced therein (except that the fee letter is subject to redactions further described below), as may be amended or modified in accordance with the terms hereof, collectively, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares “Debt Financing Commitments”), pursuant to which the Merger lenders thereto have committed, subject to the terms and conditions set forth therein, to pay all fees and expenses payable by lend the Buyer or amounts set forth therein (the Acquisition Sub related to “Debt Financing”) for the purposes of funding the transactions contemplated by this Agreement. (b) The Buyer , and related fees and expenses and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and refinancing of certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing outstanding indebtedness of the Company and to pay related fees (b) the executed commitment letters, dated as of the date hereof, from each Guarantor (including all exhibits, schedules and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11annexes thereto, 2007 (the “Equity Commitment Letters” Financing Commitment”, and, together with the Debt Commitment LetterFinancing Commitments, the “Commitment LettersFinancing Commitments”) from Comverse Technology), Inc. (“Equity Investor”) relating pursuant to which each Guarantor has committed, subject to the commitment of terms and conditions set forth therein, to invest the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as amounts set forth therein (the “Equity Financing”; the Equity Financing, and, together with the Debt Financing, is collectively referred to as the “Financing”). Complete The Equity Financing Commitment provides that the Company is a third-party beneficiary thereof, subject to the terms and correct copies conditions set forth therein and herein. None of the executed Commitment Letters have Financing Commitments has been provided amended or modified prior to the Company. (d) The proceeds date of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this AgreementAgreement no such amendment or modification is contemplated (other than, for the avoidance of doubt, amendments to the Debt Financing Commitments solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto who had not executed the Debt Financing Commitments as of the date hereof), and as of the date of this Agreement the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Except for fee letters (complete copies of which have been provided to the Company, with only fee amounts, “market flex” (other than any structure flex) and other economic terms redacted), as of the date hereof there are no side letters or Contracts to which Parent or Merger Sub is a party related to the funding or investing, as applicable, of the Financing or the transactions contemplated hereby other than as expressly set forth in the Financing Commitments delivered to the Company on or prior to the date hereof and except for any agreements among the Guarantors which do not affect the availability of the Equity Financing. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof and Parent will, directly or indirectly, continue to pay in full any such amounts required to be paid as and when they become due and payable on or prior to the Closing Date; provided, that any payment due and payable on the Closing Date shall be funded contemporaneously with the Closing and subject to the Buyer’s rights under Section 6.11(a) satisfaction of the other funding conditions in respect of the Financing on the Closing Date. As of the date hereof, the Financing Commitments are in full force and effect with respect to amendmentsto, modifications and/or replacement thereof) will be, at all times until replaced by and are the definitive agreements contemplated therebylegal, valid, binding and enforceable obligations of, Parent and Merger Sub, as the case may be, and, to the knowledge of Parent and Merger Sub, each of the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in full force and effect and the Financing Commitments delivered to the Company on or prior to the date hereof. As of the date hereof, no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to (i) constitute an incurable a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent or Merger Sub, any other party thereto under any of the Financing Commitments, (ii) constitute a failure to satisfy a condition precedent on the part of Parent or Merger Sub or any other party thereto under the Buyer Financing Commitments or (iii) result in any portion of the Financing Commitments being unavailable on the Closing Date. As of the date hereof, Parent has Table of Contents no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments applicable to it will not be satisfied or that the Financing will not be made available to Parent on the Closing Date. Assuming the Financing is funded in accordance with the Financing Commitments and the accuracy of the representations and warranties set forth in Section 3.3, Parent and Merger Sub will have on the Closing Date funds sufficient to (A) pay the aggregate Per Share Merger Consideration and the other payments under Article II, (B) pay any and all fees and expenses required to be paid by Parent, Merger Sub and the Surviving Corporation in connection with the Merger and the Financing, (C) pay for any refinancing of any outstanding indebtedness of the Company or its subsidiaries contemplated by this Agreement or the Acquisition Sub under the terms Financing Commitments and conditions (D) satisfy all of the Commitment Lettersother payment obligations of Parent, Merger Sub and the Surviving Corporation contemplated hereunder. Each of Parent and Merger Sub affirms that it is not a condition to the Closing or any of its other obligations under this Agreement that Parent or Merger Sub obtain the Financing or any other financing for or related to any of the transactions contemplated hereby.

Financing. (a) At As of the Closing, assuming the Buyer and Debt Financing is funded in accordance with the Acquisition Sub terms of the Debt Commitment Letter, Parent will have have, sufficient unrestricted cash on hand or other sources of immediately available all the funds necessary (including taking into account existing bank borrowing commitments) to purchase all the Shares pursuant enable Parent to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to complete the transactions contemplated by this Agreement, and to satisfy all of the obligations of the Parent under this Agreement, including (A) paying all of the obligations of Parent under Section 3.4(a) (including the Closing Merger Consideration, the Credit Facilities Payoff Amount and the Company Expenses, each at Closing and any adjustment payments to the Aggregate Closing Merger Consideration in accordance with Section 3.5), and (B) paying all related fees and expenses (the amount sufficient for the purposes described in the foregoing, the “Required Amount”). Notwithstanding anything to the contrary in this Agreement, Parent understands and acknowledges that receipt or availability of any funds or any financing by Parent or any of its Affiliates (including the Debt Financing) is not, and shall not be, a condition to Parent’s and/or Merger Sub’s obligations hereunder. (b) The Buyer Parent has delivered to the Company true, correct and complete copies of (i) the Acquisition Sub executed Debt Commitment Letter to Parent from Citigroup Global Markets Inc. (Citigroup Global Markets Inc. and each Person that has not executed the Debt Commitment Letter as of the date hereof but becomes a party thereto after the date hereof and has committed to provide the Debt Financing under the Debt Commitment Letter, collectively, the “Debt Financing Sources”) pursuant to which the Debt Financing Sources have received a commitment letter dated February 11committed to provide debt financing to Parent in the amount set forth therein, 2007 the proceeds of which shall be available on the Closing Date for the purposes of funding the transactions contemplated by this Agreement (the “Debt Commitment LetterFinancing”) from Xxxxxx Brothers Inc. and certain of its affiliates, together (ii) each fee letter entered into in connection with certain other financial institutions the Debt Financing (collectively, the “LendersFee Letter”), subject, in the case of the Fee Letter, to redaction solely of fee amounts, pricing, other economic provisions and “market flex” terms that are customarily redacted in connection with transactions of this type, and that could not in any event (x) relating impose or permit the imposition of additional conditions or modify or permit the modification of any existing conditions, in each case, to the commitment funding of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness full amount of the Company and Debt Financing at the Closing or (y) could reasonably be expected to pay related fees and expenses. The financing contemplated by reduce the aggregate amount of the Debt Commitment Letter (Financing available to Parent at the Closing below the amount necessary to fund the Required Amount or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as prevent, delay or impede the “Debt Financing”Closing. (c) The Buyer has received an equity commitment letter dated February 11execution, 2007 (the “Equity Commitment Letters” and, together with delivery and performance of the Debt Commitment LetterLetter and Fee Letter by Xxxxxx and, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment knowledge of Parent, each other Person party thereto, and the consummation of the Equity Investor transactions contemplated thereby, have been duly and validly authorized by all requisite action by Parent and, to provide cash equity investments required to consummate the Merger knowledge of Parent, each other Person party thereto, and no other action on the terms contemplated by this Agreement and part of Parent or any other Person party thereto is necessary to pay related fees and expenses. The cash equity investments contemplated by authorize the Equity execution, delivery or performance of the Debt Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financingand Fee Letter by Parent or, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Companyknowledge of Parent, any other Person party thereto. (d) The proceeds Debt Commitment Letter and Fee Letter have been duly and validly executed and delivered by Parent and, to the knowledge of Parent, each other Person party thereto, and each of the FinancingDebt Commitment Letter and Fee Letter constitutes the valid and binding obligation of Parent and, when funded to the knowledge of Parent, each other Person party thereto, enforceable against Parent and each such other Person party thereto in accordance with its terms, except to the Commitment Letters (extent that the enforceability thereof may be limited by the Equitable Exceptions. Parent is not aware of any fact, event or other occurrence that makes any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company representations or warranties of Parent in the Debt Commitment Letter misleading or inaccurate in any material respect. The Debt Commitment Letter has not been amended or modified prior to the date hereof, and no such amendment or modification is contemplated as of the date hereof (and the Buyer, will provide commitment contained in the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms Debt Commitment Letter has not been withdrawn or rescinded in any respect (and no such withdrawal or rescission is contemplated by this Agreement, to refinance certain existing indebtedness as of the Company and to pay related fees and expensesdate hereof)). (e) The Commitment Letters are, as Assuming the satisfaction of the date of this Agreementconditions precedent set forth in Article 7, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred whichthat, with or without notice, lapse of time or both, would, or would reasonably be expected to, constitute a default or breach on the part of Parent under the Debt Commitment Letter or Fee Letter. (f) As of the date of this Agreement, the Debt Commitment Letter, together with the Fee Letter, constitute the entire and complete agreement among the parties thereto with respect to the transactions contemplated thereby and the financing for the transactions contemplated by this Agreement, and, except as expressly set forth in the Debt Commitment Letter, (i) there are no conditions to the obligations of the Debt Financing Sources to fund the Debt Financing on the Closing Date, and (ii) there are no contractual contingencies or other provisions under any agreement (including any side letters, arrangements, understandings or other agreements (written or oral)) relating to the transactions contemplated by this Agreement that would or would reasonably be expected to constitute permit the Debt Financing Sources to reduce, restrict or limit the total amount of the Debt Financing to an incurable failure amount that is less than the Required Amount or impose any additional conditions or modify any existing conditions, in each case, to satisfy a condition precedent the funding of the full amount of the Debt Financing on the part Closing Date or otherwise adversely affect or delay the ability of Parent to consummate the transactions contemplated by this Agreement on a timely basis. Any commitments and other fees required to be paid under the Debt Commitment Letter and the Fee Letter prior to the date hereof have been paid in full. As of the Buyer or date hereof, the Acquisition Sub under the terms and conditions Parent does not have any reason to believe that any of the Commitment Lettersconditions to the Debt Financing will not be satisfied on a timely basis or that the full amount of the Debt Financing will not be made available to Parent on a timely basis in order to consummate the transactions contemplated by this Agreement on the Closing Date.

Financing. (a) At the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken Letter, together with available other financial resources of Parent, including cash on hand of the Company and the BuyerParent, will provide be sufficient for the Acquisition Sub with sufficient cash at satisfaction of all of Parent’s obligations under this Agreement including, to pay the Effective Time sufficient to consummate the Merger aggregate consideration payable by Parent on the terms contemplated by this AgreementClosing Date pursuant to Article II, to refinance certain existing any indebtedness of required to be refinanced in connection with the Company Merger and to pay related all costs, fees and expenses. expenses required to be borne by Parent and its Affiliates in connection with this Agreement on the Closing Date. Parent has delivered to the Company true, complete and correct fully executed copies of (ei) the commitment letter, dated as of the date hereof, among Credit Suisse Securities (USA) LLC and Credit Suisse AG, Cayman Islands Branch (collectively, the “Commitment Parties”) and Parent (the “Commitment Letter”) and (ii) the fee letter, dated as of the date hereof, among the Commitment Parties and Parent (as redacted to remove the fee amounts, alternate transaction fee provisions, pricing caps, the rates and amounts included in the “market flex” that could not adversely affect the availability of or impose any additional conditions on the availability of the Financing, or the conditionality, enforceability or termination of the Financing (as defined below), the “Redacted Fee Letter”), in each case, including all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (collectively, the “Debt Letters”), pursuant to which and subject to the terms and conditions thereof each of the parties thereto (other than Parent) have severally committed to lend the amounts set forth therein to Parent (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Letters. The Debt Letters have not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement (provided, that the existence or exercise of “market flex” provisions contained in the Redacted Fee Letter shall not be deemed to constitute a modification or amendment of the Commitment Letters areLetter), as and the respective commitments contained in the Debt Letters, to the Knowledge of Parent, have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and Debt Letters are in full force and effect and constitute the legal, valid and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, subject, in each case, to the Bankruptcy and Equity Exception. As of the date of this Agreement, there are no conditions precedent or contingencies related to the funding of the full amount of the Financing pursuant to the Debt Letters, other than as expressly set forth in the Debt Letters and, after the date of this Agreement, such other conditions and contingencies with respect to the Financing permitted pursuant to Section 4.19. As of the date of this Agreement, no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent breach or default on the part of Parent under the Buyer or Debt Letters or, to the Knowledge of Parent, any other party to the Debt Letters (assuming the accuracy of the Acquisition Sub Representations (as defined in the Debt Letter in effect on the date hereof) and undertakings under the terms and conditions this Agreement for such purpose). As of the Commitment date of this Agreement there are no or side letters or other agreements, Contracts or arrangements related to the funding of the full amount of the Financing other than as expressly set forth in the Debt Letters. Parent has fully paid all commitment fees or other fees required to be paid on or prior to the date of this Agreement in connection with the Financing.

Financing. DigitalGlobe has delivered to GeoEye true and complete fully executed copies of the commitment letter, dated as of July 22, 2012, among DigitalGlobe, Mxxxxx Sxxxxxx Senior Funding, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (athe “Commitment Letter”), pursuant to which and subject to the terms and conditions thereof each of the parties thereto (other than DigitalGlobe) At have severally committed to lend the Closingamounts set forth therein to DigitalGlobe (the provision of such funds as set forth therein, but subject to the provisions of Section 6.17, the Buyer “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the Acquisition Sub will respective commitments contained in the Commitment Letter have available all not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the funds necessary execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of DigitalGlobe and, to purchase all the Shares Knowledge of DigitalGlobe, the other parties thereto. There are no conditions precedent or contingencies (including pursuant to any “flex” provisions) related to the funding of the full amount of the Financing pursuant to the Merger Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to the terms and to pay conditions of the Commitment Letter, assuming the accuracy of GeoEye's representations and warranties contained in Article IV and assuming compliance by GeoEye in all fees material respects with its covenants contained in Section 5.01(b), the net proceeds contemplated from the Financing, together with other financial resources of DigitalGlobe, including contemplated cash on hand of DigitalGlobe, and expenses of GeoEye and the GeoEye Subsidiaries on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of DigitalGlobe’s obligations under this Agreement, including (i) the repayment or redemption of all existing indebtedness of DigitalGlobe for borrowed money (including the Credit and Guaranty Agreement, dated as of October 12, 2011 (the “Existing Credit Facility”), among DigitalGlobe, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, (ii) the repayment or redemption of all existing indebtedness of GeoEye, including the payment of all amounts payable by DigitalGlobe in connection with the Buyer or Debt Tender Offer and Consent (collectively with clause (i), the Acquisition Sub related “Refinancing”) and (iii) the payment of all other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related including all fees and expensesexpenses reasonably expected to be incurred in connection therewith. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as As of the date of this Agreement, (i) (assuming the accuracy of DigitalGlobe’s representations and (subject to the Buyer’s rights under Section 6.11(awarranties contained in Article III) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, which would constitute a breach or default (or an event which with notice or without notice, lapse of time or both, both would reasonably be expected to constitute an incurable failure to satisfy a condition precedent default) on the part of the Buyer or the Acquisition Sub DigitalGlobe under the terms Commitment Letter or, to the Knowledge of DigitalGlobe, any other party to the Commitment Letter, and conditions (ii) subject to the satisfaction of the conditions contained in Sections 7.01 and 7.03, DigitalGlobe does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the full amount of the Financing and any other funds necessary for the satisfaction of all of DigitalGlobe’s and its Affiliates obligations under this Agreement and the payment of all fees and expenses reasonably expected to be incurred in connection therewith will not be available to DigitalGlobe on the Closing Date. Except for fee letters with respect to fees and related arrangements with respect to the Financing, of which DigitalGlobe has delivered a true, correct and complete copy to GeoEye prior to the date hereof (other than with respect to fee information, but which fee information do not relate to the amounts or conditionality of, or contain any conditions precedent to, the funding of the Financing), as of the date hereof there are no side letters or other agreements, Contracts or arrangements related to the funding of the full amount of the Financing other than as expressly set forth in the Commitment LettersLetter and delivered to GeoEye prior to the date hereof. DigitalGlobe has fully paid all commitment fees or other fees required to be paid on or prior to the date of this Agreement in connection with the Financing.

Financing. (a) At As of the Closingdate of this Agreement, Buyer has delivered to Seller a copy of (i) the Equity Commitment Letter, duly executed by the Equity Financing Sources and dated as of the date hereof, pursuant to which the Equity Financing Sources have committed to provide equity financing in an aggregate amount of $861,052,879.41, subject to terms and conditions set forth therein (the “Equity Financing”) and (ii) a debt commitment letter, duly executed by Buyer and dated as of the Acquisition Sub will have available date hereof (including all the funds necessary to purchase all the Shares pursuant to the Merger exhibits, schedules and to pay all fees annexes thereto and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11any associated fee letter, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. ), pursuant to which the Financing Sources party thereto have committed to provide the debt financing commitments contained therein, subject to terms and certain of its affiliatesconditions set forth therein (the “Debt Financing” and, together with certain other financial institutions (collectivelythe Equity Financing, the “LendersFinancing”), together with the fee letter referenced in the Debt Commitment Letter (the “Debt Fee Letter”) relating (except that the fee amounts, other economic terms, “market flex” and other customary provisions (none of which would adversely affect the amount, conditionality, availability or termination of the Debt Financing) set forth therein have been redacted). The Equity Commitment Letter provides that Seller is an express third-party beneficiary thereto to the commitment extent provided therein. (b) As of the Lenders to provide debt financing required to consummate date hereof: (i) the Merger on Commitment Letters and the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and Financing have not been amended or modified prior to pay related fees and expenses. The financing the date hereof; (ii) no such amendment or modification is contemplated (other than amendments to the Debt Commitment Letter as contemplated by the Debt Commitment Letter as in effect on the date hereof); and (iii) the respective commitments contained therein have not been withdrawn, terminated or rescinded in any replacement thereof permitted under Section 6.11(a)) respect. There are no other Contracts, agreements, side letters or arrangements to which Buyer is referred a party relating to the funding or investing, as applicable, of the Financing, other than as expressly set forth in this Agreement the Commitment Letters, that would reduce the aggregate amount of the Financing to an amount less than the amount necessary to fund the Financing Purposes. Other than as set forth in the “Debt Commitment Letters, there are no conditions precedent related to the funding or investing, as applicable, of the full amount of the Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The net proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) Letters, will be, in the aggregate and taken together with available Buyer’s cash of the Company and the Buyeron hand, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient for Buyer to consummate the Merger on the terms transactions contemplated by this Agreement, including (a) paying the Estimated Purchase Price and all other amounts required to refinance certain existing indebtedness of be paid by Buyer at the Company Closing pursuant to Section 2.03, and (b) paying all out-of-pocket expenses incurred by Buyer and required to pay related fees and expensesbe paid at the Closing by Buyer in connection with the transactions contemplated by this Agreement (collectively, the “Financing Purposes”). (ed) The Commitment Letters are, as of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and are in full force and effect and constitute the legal, valid and binding obligations of Buyer, the Guarantors (in the case of the Equity Commitment letter) and, to Buyer’s knowledge, each of the other parties thereto, as applicable, enforceable against each of Buyer and, to Buyer’s knowledge, each of the other parties thereto, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and to general principles of equity. To Buyer’s knowledge, no event within has occurred that, with notice or lapse of time or both, would, or would reasonably be expected to, constitute a default or breach on the direct or indirect control part of Buyer, the Guarantors or, to Buyer’s knowledge, any other party thereto, pursuant to the Commitment Letters. Assuming satisfaction of the conditions set forth in Section 8.01 and Section 8.02, Buyer has no any reason to believe that any of the conditions to receipt of the Financing contemplated by the Commitment Letters will not be satisfied or the Financing will not be available as and when needed at the Closing. As of the date hereof, Buyer has fully paid, or caused to be fully paid, all commitment or other fees that are due and payable on or prior to the date hereof, in each case pursuant to and in accordance with the terms of the Commitment Letters. (e) None of the Guarantors, any Equity Financing Source, Buyer or any of their respective Affiliates has entered into any Contract, arrangement or understanding (i) awarding any agent, broker, investment banker or financial advisor any financial advisory role on an exclusive basis in connection with the Acquisition Sub transactions contemplated by this Agreement; or (ii) expressly prohibiting any bank, investment bank or other potential provider of debt financing from providing or seeking to provide debt financing or financial advisory services to any Person in connection with a transaction relating to the Purchased Subsidiaries in connection with the transactions contemplated by this Agreement. (f) Concurrently with the execution of this Agreement, the Guarantors have delivered to Seller the duly executed Limited Guaranty. The Limited Guaranty is in full force and effect, has not been amended or modified, and is a legal, valid, binding and enforceable obligation of each of the Guarantors enforceable against them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and to general principles of equity. No event has occurred which, which (with or without notice, lapse of time or both, ) would reasonably be expected to constitute an incurable failure to satisfy a condition precedent default on the part of the Buyer or the Acquisition Sub any Guarantor under the terms Limited Guaranty. (g) For the avoidance of doubt, and conditions notwithstanding anything contained herein to the contrary, in no event shall the funding of the Commitment LettersFinancing constitute a condition to Closing.

Financing. (a) At the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer Parent has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the FinancingCompany true, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) accurate and taken together with available cash of the Company and the Buyercomplete copies, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, dated as of the date of this Agreement, and of (a) the Equity Commitment Letter from the Investors to invest, subject to the Buyer’s rights under terms and conditions therein, cash in the aggregate principal amount set forth therein to Parent (the “Equity Financing”) and (b) an executed commitment letter from the Debt Financing Sources party thereto, dated as of the date of this Agreement (including the exhibits, annexes and schedules thereto, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Financing Commitment Letters”) to provide, subject to the terms and conditions therein, debt financing in the aggregate principal amount set forth therein as of the Closing Date (the “Debt Financing” and together with the Equity Financing, the “Financing”), pursuant to which (x) the Investors have, and (y) the Debt Financing Sources party to the Debt Commitment Letter have, committed to provide, subject only to the terms and conditions contained therein, the Financing, which together with the Other Sources, represents the full amount of the aggregate Offer Price and Merger Consideration (the “Aggregate Consideration”), any other amounts required to be paid in connection with the consummation of the Transactions (including all amounts payable pursuant to Section 6.11(a3.04) and any fees and expenses of or payable by Parent or Merger Sub in connection with the Transaction (such amount collectively, the “Required Amount”). Except for any fee letters or engagement letters (redacted solely with respect to amendmentsfee amounts or other sensitive information that does not impact conditionality, modifications and/or replacement thereofenforceability, availability or the aggregate principal amount of the Financing) will bethat have been provided to the Company (collectively, at all times until replaced by the definitive agreements contemplated thereby“Fee Letter”), validthere are no other side letters, arrangements or understandings, whether written or oral, with any person relating to the Financing other than as expressly set forth in the Financing Commitment Letters. Each Financing Commitment Letter, in the form provided to the Company, is a legal, valid and binding obligation of Parent, Merger Sub and (in the case of the Equity Commitment Letter) the applicable Investor, is in full force and effect, has not been withdrawn or terminated or otherwise amended, supplemented or modified in any respect as of the date hereof, and is enforceable in accordance with the terms thereof against Parent, Merger Sub and (in the case of the Equity Commitment Letter) the applicable Investor, and to the Knowledge of Parent, the other parties thereto, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity). The Other Sources are available on the date hereof and will be available to Parent and Merger Sub at the Acceptance Time to enable Parent and Merger Sub to consummate the Transactions pursuant to this Agreement. As of the date hereof, assuming the accuracy of the Company’s representations and warranties set forth in Article IV, no event has occurred (and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, is reasonably expected to occur) which would reasonably be expected to result in any breach of or constitute a default under (or an incurable event which with notice or lapse of time or both would result in any breach of or constitute a default under) or reasonably be expected to result in a failure to satisfy a condition precedent or otherwise result in any portion of the Financing necessary to fund the Required Amount (taking into account the Other Sources) contemplated thereby to be unavailable or would reasonably be expected to permit any party to such Financing Commitment Letter to terminate, or to not make any portion of the funding necessary to fund the Required Amount (taking into account the Other Sources) under, such Financing Commitment Letter. Assuming the accuracy in all material respects of the Company’s representations and warranties set forth in Article VI, Parent does not have any reason to believe that any of the conditions to the Financing necessary to fund the Required Amount (taking into account the Other Sources) will not be satisfied on or prior to the Closing Date or that the full amount of the Financing necessary to fund the Required Amount (taking into account the Other Sources) contemplated by the Financing Commitment Letters to be funded on the part Closing Date will not be available to Parent on the Closing Date. Each Financing Commitment Letter has not been amended, supplemented, terminated, rescinded or modified (and no waiver of any provision thereof has been granted) and no such amendment, supplement, termination, rescission or modification is contemplated (other than, in the case of the Buyer Debt Commitment Letter, any amendment, supplement or modification to join additional arrangers, lenders or commitment parties or as permitted by Section 7.14(b)). Each Financing Commitment Letter (x) contains all of the Acquisition conditions precedent to the obligations of the Investors and the Debt Financing Sources party thereto, as applicable, to make the applicable portion of the Required Amount (taking into account the Other Sources) available to Parent and Merger Sub under on the terms set forth therein and conditions (y) does not contain any contingencies that would permit the applicable Investor or Debt Financing Source party thereto, as applicable, to reduce, or rescind its obligation to provide, the total amount of the Financing. The obligations and commitments contained in the Financing Commitment LettersLetters have not been withdrawn or rescinded in any respect. The Investors have not indicated that the Equity Financing will be unavailable. Each of Parent and Merger Sub, as applicable, has fully paid, or caused to be fully paid on, any and all commitment fees or other fees to the extent required to be paid on or prior to the date hereof in connection with the Financing. Parent and Merger Sub will have at the Closing funds sufficient for the payment of the Required Amount. (a) The Equity Commitment Letter provides, and will continue to provide, that the Company is an express third-party beneficiary of the Equity Commitment Letter and, subject to Section 10.08(b), the Company is (on its own behalf and on behalf of the Company’s stockholders) entitled to enforce, directly or indirectly, the Equity Commitment Letter in accordance with its terms against the applicable Investor. (b) Parent and Merger Sub acknowledge and agree that it is not a condition to the Closing or to any of the other obligations under this Agreement, subject to Section 10.08(b)(iii), that Parent and Merger Sub obtain financing for or relating to the Transactions.

Financing. Buyer has received (ai) At commitment letters from Xxxxxxx Xxxxx Credit Partners, L.P. and X.X. Xxxxxx Securities Inc. and JPMorgan Chase Bank, N.A. (the Closing"Lenders"), true and complete copies of which have been provided to Seller (as the same may be amended in compliance with Section 5.10, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “"Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliatesLetters"), together with certain other financial institutions (collectively, the “Lenders”) relating to confirming the commitment of the Lenders Lenders, subject to the terms and conditions thereof, to provide the debt financing required to consummate described therein (the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “"Debt Financing”. "), and (cii) The Buyer has received an equity a commitment letter dated February 11, 2007 (the “"Equity Commitment Letters” Letter" and, together with the Debt Commitment LetterLetters, the “"Commitment Letters”") from Comverse Technologythe Sponsor, Inc. confirming the Sponsor's commitment to provide (“Equity Investor”) relating subject to the commitment conditions and limitations set forth therein) an aggregate of $265,000,000 of equity financing (the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “"Equity Financing”; the Equity Financing" and, together with the Debt Financing, is collectively referred to as the “"Financing”. Complete and correct copies of "), the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded which (upon funding in accordance with the terms of the Commitment Letters (or any replacement thereof permitted under Section 6.11(aLetters)) and taken , together with available cash of the Company and the Buyersuch other funds as Buyer then has, will provide the Acquisition Sub with be sufficient cash at the Effective Time sufficient to permit Buyer to consummate the Merger on the terms transactions contemplated by this Agreement, to refinance certain existing indebtedness including the payment of the Company Purchase Price and to pay all related fees and expenses. (e) The expenses arising out of the transactions contemplated hereby. As of the date hereof, the Commitment Letters are, as to the Knowledge of Buyer (in the case of the Debt Commitment Letters), in full force and effect. None of the Commitment Letters has been amended or modified prior to the date of this Agreement, and (subject Buyer has no Knowledge that any of the respective commitments contained in the Commitment Letters has been withdrawn or rescinded in any respect. There are no conditions precedent or other contingencies related to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control funding of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent on the part full amount of the Buyer Financing, other than as set forth in or the Acquisition Sub under the terms and conditions of contemplated by the Commitment Letters.. [Washington DC #361873 v9] 28

Financing. (a) At The Company has, or will have at the Closing, sufficient cash in immediately available funds to enable it to make payment of the Buyer Purchase Price and any other amounts required to be paid by it hereunder. As of the Acquisition Sub will have available all date hereof, each of the funds necessary Company’s or its subsidiaries’ financing facilities intended to purchase all be used to fund the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 Purchase Price (the “Debt Commitment LetterFinancing Facilities”) from Xxxxxx Brothers Inc. is in full force and certain of its affiliateseffect and is a legal, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness binding obligation of the Company and to pay related fees and expensesor such subsidiary, as applicable. The financing contemplated by There are sufficient commitments under the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement Financing Facilities available as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financingdate hereof, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreementits subsidiaries, to refinance certain existing indebtedness fund the Purchase Price and the proceeds of any drawdown under the Financing Facilities are permitted to be applied towards the funding of the Purchase Price. The Company has not taken any steps that, and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this Agreementhereof, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred whichthat, with or without notice, lapse of time or both, would reasonably be expected to (i) constitute an incurable failure to satisfy a condition precedent default or breach under the Financing Facilities on the part of the Buyer Company or any of its subsidiaries or, to the Acquisition Sub under knowledge of the Company, any other parties thereto, (ii) permit the respective lenders thereunder to, in accordance with the respective terms and conditions thereof, not fund on or prior to the Closing Date or (iii) otherwise result in an amount, together with available cash of the Commitment LettersCompany and its subsidiaries, at least equal to the Purchase Price not being available under the Financing Facilities. The Company has satisfied (or will, by the Closing Date, have satisfied), or obtained a waiver of (or will, by the Closing Date, have obtained a waiver of), all conditions and covenants applicable to the Company to draw down the funds required to be drawn under its Financing Facilities in order to enable it to make payment of the Purchase Price, and has issued (or will, by no later than the minimum notice period for requesting funding permitted under the Financing Facilities in order to be in a position to apply the proceeds of such funding towards the Purchase Price no later than the Closing Date, issue) an irrevocable draw-down request under its Financing Facilities in an amount which, together with available cash of the Company and its subsidiaries, is at least equal to the Purchase Price and any other amounts required to perform its obligations and to consummate the transactions contemplated by this Agreement.

Financing. (a) At the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant has delivered to the Merger Company a true, correct and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. complete copy of (bi) The Buyer and the Acquisition Sub have received a an executed debt commitment letter dated February 11(including all exhibits, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. schedules, annexes and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating amendments to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to such letter in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, effect as of the date of this Agreement, the “Commitment Letter”) from The Bank of Nova Scotia (“Lender”), pursuant to which Lxxxxx has agreed, subject only to the terms and conditions set forth therein, to grant to Buyer and Guarantor debt financing for the transactions contemplated hereby in the amount set forth therein (the “Debt Financing”) and (subject ii) the fee letter related to the Buyer’s rights under Section 6.11(a) Commitment Letter (the “Fee Letter”), which copy of the Fee Letter has been redacted solely in respect of the fee amounts and other economic or commercially sensitive terms set forth therein and such redactions do not cover any terms that would adversely affect the conditionality, enforceability, availability or termination of the Debt Financing. Assuming the Debt Financing is consummated in accordance with respect to amendmentsthe terms of the Commitment Letter, modifications and/or replacement thereof) will beBuyer has, and, at all times until replaced from the date hereof through (and at) the Closing will have, readily available funds sufficient for Buyer to make all payments required to be made by it at the definitive agreements Closing in connection with the transactions contemplated therebyby this Agreement. Bxxxx expressly acknowledges and agrees that Bxxxx’s obligation to consummate the Transactions is not subject to any condition or contingency with respect to any financing or funding by any third party, validincluding the Debt Financing. (b) The Commitment Letter (i) is a legal, valid and binding obligation of Buyer and Guarantor and, to the knowledge of Buyer, Lender, (ii) is in full force and effect and (iii) to the knowledge of Buyer, is enforceable against Lender in accordance with its terms (except as may be limited by Bankruptcy and Equity Exceptions). (c) There are no side letters or other written agreements, agreements or understandings to which Buyer or any of its Affiliates is a party relating to the Debt Financing, other than (i) as expressly set forth in the Commitment Letter, (ii) customary engagement letters or non-disclosure agreements which do not impact the conditionality or aggregate amount of the Debt Financing and (iii) the Fee Letter. (d) Except as specifically set forth in the Commitment Letter, there are no conditions precedent to the obligations of Lender to fund the Debt Financing. (e) As of the date of this Agreement, (i) the Commitment Letter has not been amended or modified (and, to Buyer’s knowledge, no such amendment or modification is contemplated as of the date of this Agreement) and (ii) the commitment set forth in the Commitment Letter has not been withdrawn or rescinded in any respect (and, to Buyer’s knowledge, no such withdrawal or rescission is contemplated as of the date of this Agreement). As of the date of this Agreement, to the knowledge of Buyer, no event within the direct or indirect control of the has occurred which would result in any breach by Buyer or the Acquisition Sub has occurred whichGuarantor of, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent on the part of the default by Buyer or the Acquisition Sub under the terms and conditions Guarantor under, any term or condition of the Commitment LettersLetter or otherwise result in any portion of the Debt Financing to be unavailable or delayed. As of the date of this Agreement, Bxxxx has no reason to believe that (A) it and its Affiliates will be unable to satisfy on a timely basis any term or condition precedent to the funding of the Debt Financing to be satisfied by, or that is within the control of, Buyer or Buyer’s Affiliates contained in the Commitment Letter and (B) any portion of the Debt Financing will not be made available to Buyer on the Closing Date. Buyer or Guarantor has fully paid any and all commitment fees and other fees required by the Commitment Letter and the Fee Letter to be paid by Buyer or Guarantor prior to or on the date of this Agreement, and will pay in full any other commitment fees and other fees required to be paid thereunder as and when they become due and payable.

Financing. Parent has delivered to the Company true and complete copies of the Commitment Letter, dated as of the date hereof by and among Credit Suisse, Credit Suisse Securities (aUSA) At the ClosingLLC, the Buyer Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC and UBS Securities LLC, providing commitments for an aggregate of $710.0 million of credit facilities, and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”, dated as of the date hereof from Credit Suisse, Credit Suisse Securities (USA) from Xxxxxx Brothers Inc. LLC, Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC and certain UBS Securities LLC, providing commitments for an aggregate of its affiliates, together with certain other financial institutions $450.0 million of credit facilities (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(aLetters”)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received , and an equity commitment letter dated February 11the date hereof from Apollo Management VI, 2007 L.P. (the “Equity Commitment LettersLetter” and, together with the Debt Commitment LetterLetters, the “Commitment Letters”). The aggregate proceeds of the financing to be provided (subject to the terms and conditions thereof) from Comverse Technology, Inc. under the Commitment Letters (the “Equity InvestorFinancing”) relating to the commitment of the Equity Investor to provide cash equity investments required are in an amount sufficient to consummate the transactions contemplated hereby, including to pay the Merger Consideration for all of the shares of Company Stock outstanding on the terms contemplated by a fully-diluted basis pursuant to this Agreement and to make all payments in respect of Company Stock Options and Restricted Stock Awards pursuant to this Agreement and to pay all related fees and expensesexpenses of Parent, Merger Subsidiary and their respective representatives pursuant to this Agreement. The cash equity investments contemplated by There is no material condition to the Equity funding of the financings described in the Debt Commitment Letter is referred Letters other than the conditions precedent set forth in the Debt Commitment Letters delivered to herein as the Company (the conditions so set forth, the “Equity FinancingDisclosed Conditions”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this Agreement, and (subject no Person has any right to the Buyer’s rights under Section 6.11(a) with respect to amendmentsimpose, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer neither any Borrower or the Acquisition Sub Sponsor (each as defined in any Debt Commitment Letter) has occurred whichany obligation to accept, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a any condition precedent on to such funding other than the part of the Buyer or the Acquisition Sub under the terms and conditions of the Commitment LettersDisclosed Conditions.

Financing. (a) At The Purchaser has delivered to the Closing, Seller a complete and correct copy of an executed equity commitment letter (the Buyer and “Equity Commitment Letter”) from an Affiliate of the Acquisition Sub will have available all the funds necessary to purchase all the Shares Purchaser (“Sponsor”) pursuant to which, and subject to the Merger terms and conditions of which, Sponsor has agreed to pay all fees and expenses payable by provide equity financing to the Buyer or the Acquisition Sub related to Purchaser in connection with the transactions contemplated by this Agreement (the “Equity Financing”). The Equity Commitment Letter is in full force and effect and is a legal, valid and binding obligation of Sponsor, enforceable against Sponsor in accordance with its terms, subject to the Enforceability Exceptions. The aggregate proceeds contemplated by the Equity Commitment Letter, if funded, will be sufficient to enable the Purchaser to pay the aggregate Purchase Price and satisfy all other pre-closing obligations provided for in, and necessary to consummate the transactions contemplated by, this Agreement. The Equity Commitment Letter provides, and will continue to provide, that the Seller is a third-party beneficiary thereof and is entitled to enforce such agreement, subject to the terms and conditions set forth therein. There are no conditions precedent or other contingencies related to the funding obligations under the Equity Commitment Letter, other than satisfaction of the conditions set forth in Article VI. The Purchaser acknowledges that its obligations under this Agreement and the agreements contemplated hereby, including its obligation to pay the Purchase Price if and when required to hereunder, are not conditioned upon or subject to the availability of funds to the Purchaser. (b) The Buyer and As of the Acquisition Sub have received date hereof, no event has occurred which would constitute a commitment letter dated February 11, 2007 breach or default (or an event which with notice or lapse of time or both would constitute a default) on the “Debt part of the Purchaser or Sponsor under the Equity Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer Purchaser has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating delivered to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete Seller complete and correct copies of the executed debt commitment letters, dated as of the date hereof, together with all annexes, schedules and exhibits thereto and any related fee letter, engagement letter or other agreements (solely in the case of the fee letter, redacted in a manner reasonably satisfactory of the Debt Financing Sources (other than with respect to any conditions to the funding under the Debt Commitment Letters on the Closing Date)) (the “Debt Commitment Letters”), from the Debt Financing Sources party thereto, pursuant to which, subject to the terms and conditions set forth therein, the Debt Financing Sources have committed to lend the amounts set forth therein for the purpose of financing the transactions contemplated by this Agreement (“Debt Financing”). As of the date hereof, the Debt Commitment Letters are (i) legal, valid and binding obligations of the Purchaser and, to the knowledge of the Purchaser, each of the other parties thereto and (ii) enforceable in accordance with their respective terms against the Purchaser and, to the knowledge of the Purchaser, each of the other parties thereto (in each case, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)). As of the date hereof, none of the Debt Commitment Letters has been amended, supplemented or modified, and the respective obligations and commitments contained in the Debt Commitment Letters have not been provided to withdrawn, terminated, repudiated or rescinded in any respect, and the CompanyDebt Commitment Letters are in full force and effect. (d) The proceeds As of the date hereof, the Purchaser has not received any notice or other communication from any party to any of the Commitment Letters with respect to (i) any actual or potential breach or default on the part of the Purchaser or any other party to any of the Commitment Letters, (ii) any actual or potential failure to satisfy any condition precedent or other contingency set forth in any of the Commitment Letters or (iii) any intention of such party to terminate any of the Commitment Letters or to not provide all or any portion of the Financing. The Purchaser (both before and after giving effect to any “market flex” provisions contained in the Commitment Letters): (A) has no reason to believe it will not be able to satisfy on a timely basis each term and condition relating to the closing or funding of the Financing on the Closing Date; (B) knows of no fact, when funded in accordance with occurrence, circumstance or condition that would reasonably be expected to (1) cause any of the Commitment Letters or Financing to terminate, to be withdrawn, modified, repudiated or rescinded or to be or become ineffective, (2) cause any of the terms or conditions relating to the closing or funding of any portion of the Financing on the Closing Date not to be met or complied with or (3) otherwise cause the full amount (or any replacement thereof permitted under Section 6.11(a)portion) and taken together with available cash of the Company funds contemplated to be available under the Commitment Letters on the Closing Date to not be available to the Purchaser on a timely basis; and (C) knows of no potential impediment to the funding of any of the payment obligations of the Purchaser under this Agreement (assuming compliance by the Seller with the provisions hereof and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness accuracy of the Company representations and to pay related fees and expenses. (e) The Commitment Letters are, as warranties made by such Persons herein). As of the date of this Agreement, the Purchaser is not aware of any fact or occurrence that makes any representation or warranty of the Purchaser in this Agreement or the Debt Commitment Letters inaccurate (assuming the accuracy of the representations and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at warranties made by such Persons herein). The Purchaser has fully paid any and all times until replaced commitment fees or other fees or deposits required by the definitive agreements contemplated therebyDebt Commitment Letters and Financing to be paid on or before the date of this Agreement, valid, binding and in full force and effect and no event within the direct Purchaser will pay when due all other commitment or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent on the part of the Buyer or the Acquisition Sub other fees arising under the terms Debt Commitment Letters and conditions of the Commitment LettersFinancing as and when they become payable.

Financing. (a) At The Purchaser has delivered to the ClosingSeller true and complete copies of (i) the executed commitment letter, dated as of the date hereof, among, inter alios, the Buyer Purchaser, UBS Securities LLC, UBS AG, Stamford Branch, Citigroup Global Markets Inc. and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 Xxxxxxx Xxxxx Lending Partners LLC (the “Debt Commitment Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to the Purchaser and its Affiliated companies named as borrowers therein (the “Affiliated Borrowers”) from Xxxxxx Brothers Inc. the amounts set forth therein (the “Debt Financing”) and certain (iii) any fee letter in connection with the Debt Commitment Letter or the Debt Financing (any such fee letter, a “Fee Letter”), with the fee amounts, pricing caps and the economic terms of its affiliatesthe “flex” provisions contained therein redacted and other customary redactions that do not materially adversely affect the conditionality of the Debt Financing. The amounts expected to be provided pursuant to the Debt Commitment Letter (assuming the satisfaction of the conditions set forth in Section 8.1(a)) and cash on hand, together will be sufficient for the Purchaser, when required, to (A) pay the amounts described in Section 2.4 in cash, including the Estimated Purchase Price, (B) pay any and all fees and expenses required to be paid by the Purchaser at Closing in connection with certain the transactions contemplated by this Agreement and the Debt Financing and (C) satisfy all other financial institutions payments required to be made by the Purchaser hereunder at Closing (collectively, the “LendersFinancing Uses”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (cb) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as As of the date of this Agreement, and (subject there are no side letters or other Contracts or arrangements to which the Purchaser or any of its Affiliates is a party related to the Buyer’s rights under Section 6.11(aDebt Financing other than as expressly set forth in the Debt Commitment Letter and the Fee Letter. As of the date of this Agreement, neither the Debt Commitment Letter nor the Fee Letter has been amended or modified, no such amendment or modification is currently contemplated except as set forth in the Debt Commitment Letter or the Fee Letter, and the commitments set forth in the Debt Commitment Letter have not been withdrawn or rescinded in any respect. (c) with respect to amendmentsAs of the date of this Agreement, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and Debt Commitment Letter is in full force and effect and is the valid, binding and enforceable obligation of the Purchaser and the Affiliated Borrowers and, to the Knowledge of the Purchaser, the other parties thereto, in each case subject to the Enforceability Exceptions. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as set forth in, or contemplated by, the Debt Commitment Letter and the Fee Letter (the “Disclosed Conditions”). Other than the Disclosed Conditions, there are no conditions precedent or contingencies to the funding of the Debt Financing that would permit any party to the Debt Commitment Letter or the Fee Letter (other than the Purchaser and its Affiliates) to reduce the aggregate amount available under the Debt Commitment Letter at Closing. As of the date of this Agreement, assuming the satisfaction of the conditions set forth in Section 8.1(a) hereof, (i) no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred or circumstance exists which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent default or breach on the part of the Buyer or the Acquisition Sub Purchaser under the terms Debt Commitment Letter or any related Fee Letter and conditions (ii) the Purchaser has no reason to believe that any of the conditions to the Debt Financing contemplated in the Debt Commitment LettersLetter will not be satisfied or that the Debt Financing will not be made available to the Purchaser or its Affiliates on or prior to the Closing Date. The Purchaser has fully paid, or caused to be fully paid, any and all commitment fees or other fees which are due and payable on or prior to the date of this Agreement pursuant to the terms of the Debt Commitment Letter and any related Fee Letter.

Financing. (a) At Parent has delivered to the ClosingCompany true, complete and correct copies of (i) an executed commitment letter, dated as of the Buyer and date hereof, from the Acquisition Sub will have available all financial institution named therein (as the funds necessary to purchase all the Shares same may be amended or modified pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11Section 6.2, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. confirming its commitment, subject to the terms and certain conditions therein (until such time as the parties thereto enter into the facility agreement on the terms set out in the Debt Commitment Letter (the “Facility Agreement”), in which case thereafter, pursuant to such Facility Agreement), to provide or cause to be provided the aggregate debt amounts set forth therein for the purpose of its affiliatesfinancing the transactions contemplated by this Agreement, together with certain other financial institutions including the Merger (the “Debt Financing”), (ii) an executed equity commitment letter, dated the date hereof, between China Special Opportunities Fund III, LP (the “Sponsor”) and Holdco and an executed equity commitment letter, dated the date hereof, between Xx. Xxxxxxx Xxx and Holdco (collectively, as may be amended, supplemented or otherwise modified from time to time, the “LendersEquity Commitment Letters”) relating pursuant to which the Sponsor and Xx. Xxxxxxx Xxx have committed to purchase, or cause the purchase of, for cash, subject to the commitment terms and conditions therein, equity securities of Holdco up to the Lenders aggregate amount set forth therein (the “Equity Financing”), and (iii) the Support Agreement (together with the Debt Commitment Letter (until such time as the parties thereto enter into the Facility Agreement), the Facility Agreement and the Equity Commitment Letters, the “Financing Commitments”) pursuant to provide debt financing required which, subject to the terms and conditions therein, the Rollover Shareholders have committed to contribute to Holdco, immediately prior to the Effective Time, the number of Company Shares (including Company Shares represented by ADSs) set forth therein and to consummate the transactions contemplated by this Agreement, including the Merger (together with the Debt Financing and the Equity Financing, the “Financing”). Parent has also delivered to the Company a true, complete and correct copy of any fee letter in connection with the Debt Financing (it being understood that any such fee letter provided to the Company may be redacted to omit the numerical and percentage fee amounts and payment dates provided therein) (any such fee letter, a “Fee Letter”). (b) As of the date hereof, (i) the Financing Commitments, in the form so delivered, are in full force and effect and are the legal, valid and binding obligations of Holdco, Parent and Merger Sub and, to the knowledge of Parent, of the other parties thereto, enforceable in accordance with the terms and conditions thereof, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity; (ii) none of the Financing Commitments have been amended or modified and to Parent’s knowledge, no such amendment or modification is contemplated; (iii) the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect and, to Parent’s knowledge, no such withdrawal, termination or rescission is contemplated, provided that Parent and Merger Sub may replace, amend or supplement the Financing Commitments to the extent permitted by Section 6.2 and (iv) neither Holdco, Parent nor Merger Sub is in breach or default under the Financing Commitments. Assuming (i) the Available Company Cash shall equal or exceed the Required Available Cash Amount and (ii) the Financing is funded in accordance with the Financing Commitments, Parent and Merger Sub will have sufficient funds at the Effective Time to (1) consummate the transactions contemplated by this Agreement, including the Merger, on the terms contemplated by this Agreement, and (2) pay any other amounts required to refinance certain existing indebtedness be paid in connection with the consummation of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms transactions contemplated by this Agreement, to refinance certain existing indebtedness of including the Company Merger, upon the terms and to pay conditions contemplated hereby and all related fees and expenses. (e) expenses associated therewith. The Commitment Letters are, as Financing Commitments contain all of the conditions precedent to the obligations of the parties thereunder to make the Financing available to Parent or Merger Sub on the terms and conditions therein. As of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) accuracy of the representations and warranties of the Company set forth in Article III and compliance by the Company with its obligations hereunder, Parent and Merger Sub do not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent and Merger Sub at the time required to consummate the transactions contemplated by this Agreement, including the Merger. The Equity Commitment Letters provide that the Company is a third party beneficiary thereto with respect to amendments, modifications and/or replacement thereof) will be, at the provisions therein. Parent and Merger Sub have fully paid any and all times until replaced commitment fees or other fees required by the definitive Financing Commitments that are due and payable prior to the date hereof. There are no side letters that impact the conditionality of the Financing or other agreements contemplated therebyto which Parent or Merger Sub is a party related to the funding or investing, validas applicable, binding of the full amount of the Financing other than (i) as expressly set forth in the Financing Commitments, (ii) any Fee Letter, and (iii) any customary engagement letter(s) and non-disclosure agreement(s) that do not impact the conditionality or amount of the Financing. (c) Concurrently with the execution of this Agreement, Parent has caused the Guarantors to deliver to the Company a duly executed Limited Guarantee. The Limited Guarantee is in full force and effect and constitutes a legal, valid, binding and enforceable obligation of each Guarantor, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity, and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred occurred, which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent default on the part of the Buyer or the Acquisition Sub such Guarantor under the terms and conditions of the Commitment LettersLimited Guarantee.

Financing. (a) At Assuming (i) the ClosingFinancing is funded in accordance with the Financing Documents, (ii) the Buyer contributions, investments and other transactions contemplated by the Acquisition Rollover Agreement are consummated in accordance with the terms of the Rollover Agreement, and (iii) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 8.01 and Section 8.02 or the waiver of such conditions, Parent and Merger Sub will have available to them, as of or immediately after the Effective Time all the funds necessary to purchase all for the Shares pursuant payment to the Merger Paying Agent of the aggregate amount of the Exchange Fund and any other amounts required to be paid in connection with the consummation of the Merger, the Financing and the other Transactions and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this AgreementExpenses. (b) The Buyer Parent has delivered to the Company true, correct and the Acquisition complete copies of (i) an executed debt commitment letter, dated as of April 24, 2015, between Merger Sub have received a commitment letter dated February 11and China Merchants Bank Co., 2007 Ltd., New York Branch, Wing Lung Bank and China Merchants Bank Co., Ltd., Offshore Banking Center (as may be amended, restated, replaced, supplemented, modified and substituted pursuant to Section 7.14, the “Debt Commitment LetterFinancing Commitment” or the “Financing Documents”) from Xxxxxx Brothers Inc. and certain of its affiliates), together with certain other financial institutions (collectivelypursuant to which, the “Lenders”) relating to the commitment of the Lenders Financing Sources party thereto have agreed to provide debt the financing required to consummate in the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the aggregate amount set forth in such Debt Financing Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, and together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing), when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(aterms and conditions therein, the proceeds of which shall be used to finance the consummation of the Merger and the other Transactions and (iii) with respect to amendmentsthe Rollover Agreement. Each of the Financing Documents, modifications and/or replacement thereof) will bein the form so delivered, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and is in full force and effect and is a legal, valid and binding obligation of Parent, Merger Sub and the other parties thereto. Each of the Financing Documents has not been amended or modified, no such amendment or modification is contemplated, the obligations and commitments contained in the Financing Documents have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or restriction is contemplated. Parent or Merger Sub has fully paid any and all fees, if any, that are payable on or prior to the date hereof under the Financing Documents and will pay when due all other fees arising under the Financing Documents as and when they become due and payable thereunder. Parent has also delivered to the Company true, complete and correct copies of all executed fee letters in connection with the Debt Financing Commitment (it being understood that any such fee letter provided to the Company may be redacted to omit the numerical fee amounts provided therein, such fee letters, the “Fee Letters”). (c) As of the date hereof, no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would or would be reasonably be expected to constitute an incurable failure to satisfy a condition precedent default or breach on the part of Parent or Merger Sub or, to the Buyer Knowledge of Parent, any other parties thereto, under the Financing Documents, or, to the Knowledge of Parent, would otherwise excuse or permit the Financing Sources or the Acquisition Sub Rollover Shareholder to refuse to fund their respective obligations under the terms and conditions Financing Documents to which each is a party; provided, however, that Parent is not making any representation or warranty regarding the effect of the Commitment inaccuracy of the representations and warranties in ARTICLE IV. Parent and Merger Sub do not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent or Merger Sub at the Effective Time; provided, however, that Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in ARTICLE IV, or compliance by the Company with its obligations under this Agreement. The Financing Documents contain all of the conditions precedent to the obligations of the parties thereunder to make the Financing available to Parent on the terms therein. The parties hereto agree that it shall not be a condition to Closing for Parent or Merger Sub to obtain the Financing or the Alternative Debt Financing. (d) There are no side letters or other oral or written Contracts related to the funding of the full amount of the Financing to which Parent or any of its Subsidiaries is a party other than (i) as expressly set forth in the Financing Documents, and (ii) customary engagement letters and the Fee Letters.

Financing. AAC has delivered to the Company true and complete copies of (ai) At the Closinga commitment letter, the Buyer dated December 17, 1997, from Morgan Stanley Senior Funding, Inc. relating to a $75 million seniox xxxxrxx xxxxlving credit facility, and the Acquisition Sub will have available all the funds necessary to purchase all the Shares (ii) a commitment letter, dated December 17, 1997, from Morgan Stanley & Co. Incorporated ("MSCI") pursuant to which MSCI hxx xxxmxxxxx, subject to the Merger terms and conditions set forth therein, to pay all fees and expenses payable by use its best efforts to complete the Buyer public offering or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain private placement of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness senior unsecured notes of the Company and for an aggregate amount equal to pay related fees and expenses$157,000,000 or, under certain circumstances set forth therein, to purchase such senior unsecured notes. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is commitment letters referred to in this Agreement as the “Debt Financing”. clauses (ci) The Buyer has received an equity commitment letter dated February 11, 2007 and (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”ii) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is above shall be collectively referred to as the “"Debt Financing Commitments" and the financing under the Debt Financing Commitments shall be referred to as the "Financing”". Complete In addition, AAC has delivered to the Company a true and correct copies complete copy of a commitment letter, dated December 17, 1997, from CVC pursuant to which CVC (together with its Affiliates) has committed, subject to the terms and conditions set forth therein, to purchase securities of CSH LLC not exceeding $72 million in the aggregate (the "Equity Financing Commitment"), the proceeds of which shall, pursuant to the terms of the executed Commitment Letters have been provided Equity Financing Commitment, be invested by CSH LLC in AAC in furtherance of the consummation by AAC of the transactions contemplated hereby. The aggregate proceeds to be made available pursuant to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company Debt Financing Commitments and the Buyer, will provide Equity Financing Commitment (including any funds which may be made available to AAC by one or more Subsidiaries of CSH LLC as contemplated by the Acquisition Sub with sufficient cash at the Effective Time Equity Financing Commitment) are in an amount sufficient to consummate the Merger on the terms transactions contemplated by this Agreement, to refinance certain existing indebtedness hereby. None of the Company Debt Financing Commitments and to pay related fees the Equity Financing Commitment has been withdrawn and expenses. (e) The Commitment Letters are, as AAC knows of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct facts or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would circumstances that reasonably may be expected to constitute an incurable failure to satisfy a condition precedent on the part result in any of the Buyer or conditions set forth in the Acquisition Sub under Debt Financing Commitments and the terms and conditions of the Equity Financing Commitment Lettersnot being satisfied.

Financing. (ai) At the Closing, the Buyer Purchaser is a party to and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received has accepted a fully executed commitment letter dated February 11June 17, 2007 2017 (together with all exhibits and schedules thereto, the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions the lenders party thereto (collectively, the “Lenders”) relating pursuant to which the Lenders have agreed, subject to the commitment of the Lenders terms and conditions thereof, to provide the debt financing required to consummate in the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expensesamounts set forth therein. The debt financing contemplated by committed pursuant to the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is collectively referred to in this Agreement as the “Debt Financing.”. (cii) The Buyer Purchaser is a party to and has received an equity accepted a fully executed commitment letter dated February 11June 17, 2007 2017 (together with all exhibits and schedules thereto, the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technologyeach of ASSF and OTPP (collectively, Inc. (the “Equity InvestorInvestors”) relating pursuant to which the Equity Investors have agreed, subject to the commitment of terms and conditions thereof, to invest in Purchaser the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expensesamounts set forth therein. The cash equity investments contemplated by committed pursuant to the Equity Commitment Letter Letters is collectively referred to herein in this Agreement as the “Cash Equity.” The Cash Equity Financing”; the Equity Financing, together with and the Debt Financing, is Financing are collectively referred to as the “Financing.”. Complete (iii) As of the date of this Agreement, Purchaser has delivered to Sellers true, complete and correct copies of the executed Commitment Letters have been provided and any fee letters related thereto, subject to Sellers’ compliance with the Companyconfidentiality provisions of the Debt Commitment Letter and such fee letters. (div) Except as expressly set forth in the Commitment Letters and any related fee letters, there are no conditions precedent to the obligations of the Lenders and the Equity Investors to provide the Financing or any contingencies that would permit the Lenders or the Equity Investors to reduce the total amount of the Financing. As of the date of this Agreement, assuming the satisfaction of Purchaser’s obligation to consummate the Sale, Purchaser does not have any reason to believe that any of the conditions to the Financing will not be satisfied on a timely basis, nor does Purchaser have actual knowledge that any of the Lenders or the Equity Investors will not perform its obligations thereunder. As of the date of this Agreement, there are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Commitment Letters that could impair the enforceability of the Commitment Letters, impose new or additional conditions precedent to the Financing or affect the availability of the Financing contemplated by the Commitment Letters. (v) The proceeds of the Financing, when funded in accordance with the Commitment Letters (after netting out of applicable fees, expenses, original issue discount and similar premiums and charges provided under the Debt Commitment Letter and any related fee letter), shall provide Purchaser and the Company with cash proceeds on the Closing Date sufficient for the satisfaction of (i) Purchaser’s obligations under this Agreement at the Closing, to pay (A) the sum of (1) the Preferred Unit Price plus (2) the Estimated Aggregate Common Equity Price plus (3) the Class B Common Prorated Valuation and (B) any fees and expenses of or any replacement thereof permitted under Section 6.11(a)payable by Purchaser on or before the Closing Date which remain unpaid at the Closing and (ii) and taken together with available cash all obligations of the Company Transferred Entities under this Agreement to (A) pay the Distribution Amount, and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger (B) pay fees and expenses on the terms contemplated by this AgreementClosing Date, to refinance certain existing indebtedness of the Company and to pay related extent such fees and expensesexpenses constitute Purchaser Transaction Expenses (collectively, the “Required Payment Amount”). (evi) The Commitment Letters are, as As of the date of this Agreement, the Commitment Letters are legal, valid and (subject binding obligations of Purchaser and, to the Buyer’s rights under Section 6.11(a) with respect to amendmentsknowledge of Purchaser, modifications and/or replacement thereof) will be, at all times until replaced by each of the definitive agreements contemplated thereby, valid, binding other parties thereto and are in full force and effect (except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). As of the date of this Agreement, to the knowledge of Purchaser, assuming the satisfaction of the conditions to Purchaser’s obligation to consummate the Sale, (i) no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, which (with or without notice, lapse of time or both, ) would reasonably be expected to constitute an incurable a breach or failure to satisfy a condition precedent on the part of the Buyer or the Acquisition Sub by Purchaser under the terms and conditions of the Commitment LettersLetters and (ii) Purchaser does not have any reason to believe that any of the conditions to the Financing will not be satisfied on a timely basis or that the Financing will not be available on the Closing Date. Purchaser has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letters on or before the date of this Agreement and will pay, or cause to be paid, in full any such amounts due on or before the Closing Date, which, assuming the Closing Date occurs, will be paid as contemplated by Section 2.1(a). As of the date of this Agreement, none of the Commitment Letters has been modified, amended or altered, and, to the knowledge of Purchaser, none of the respective commitments under any of the Commitment Letters has been withdrawn or rescinded in any respect and no withdrawal or rescission thereof is contemplated (other than pursuant to an assignment of commitments in accordance with the terms of the Debt Commitment Letter as of the date hereof) and Purchaser does not have any reason to believe that any such withdrawal or rescission would occur prior to the Closing. As of the date of this Agreement, no modification or amendment to the Commitment Letters is contemplated, except in connection with any amendments or modifications to effectuate any “market flex” set forth in the fee letter relating to the Debt Commitment Letter as of the date hereof and to add additional lenders, lead arrangers, bookrunners, documentation agents, syndication agents or similar entities who had not executed such Debt Commitment Letter as of the date of this Agreement in accordance with the terms of the Debt Commitment Letter as of the date hereof. (vii) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing (or any alternative financing in accordance with Section 5.13)) be a condition to any of Purchaser’s obligations under this Agreement.

Financing. (ai) At Assuming the Closingaccuracy of the representations and warranties set forth in Section 5.1(b)(i) and performance by the Company of its obligations under this Agreement, the Buyer and the Acquisition Sub will have available all the amount of funds necessary contemplated to purchase all the Shares be provided pursuant to the Financing Letters (as defined below), together with Company cash and cash equivalents, are expected to be sufficient, if funded, to (A) pay the aggregate Per Share Merger Consideration and to any other repayment or refinancing of Indebtedness contemplated by this Agreement or the Financing Letters, (B) pay any and all fees and expenses payable required to be paid by Parent, Merger Sub and the Buyer or Surviving Corporation in connection with the Acquisition Merger and the Financing, and (C) satisfy all of the other payment obligations of Parent, Merger Sub related to and the transactions Surviving Corporation contemplated by this Agreementhereunder. (bii) The Buyer Parent has delivered to the Company a true, complete and correct copy of (A) the Acquisition executed commitment letter, dated as of the date hereof, among Parent, Merger Sub, TPG Partners V, L.P., TPG Partners VI, L.P. and CPP Investment Board Private Holdings Inc. (the “Equity Financing Letter”), pursuant to which investors party thereto have committed, subject to the terms thereof, to invest the cash amounts set forth therein (the “Equity Financing”) and (B) the executed commitment letter, dated as of the date hereof, among Parent, Merger Sub have received a commitment letter dated February 11and Xxxxxxx Xxxxx Credit Partners L.P., 2007 Xxxxxxx Sachs Lending Partners LLC and GSLP I Offshore Holdings Fund A, L.P., GSLP I Offshore Holdings Fund B, L.P., GSLP I Offshore Holdings Fund C, L.P. and GSLP I Onshore Holdings Fund, L.L.C. (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Equity Financing Letter, the “Commitment Financing Letters”) from Comverse Technology), Inc. (“Equity Investor”) relating pursuant to which the lenders party thereto have committed, subject to the commitment of terms thereof, to lend the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as amounts set forth therein (the “Equity Debt Financing”; ” and, together with the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company). (diii) The proceeds Financing Letters are (A) legal, valid and binding obligations of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, each of the other parties thereto and (B) enforceable in accordance with their respective terms against Parent and Merger Sub, as applicable, and, to the knowledge of Parent, each of the other parties thereto, in each case except as such enforceability may be limited by the Bankruptcy and Equity Exception. Prior to the date hereof, none of the Financing Letters has been amended or modified, and as of the date hereof the respective obligations and commitments contained in the Financing Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Financing Letters are in full force and effect. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, when funded other than as set forth in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash Financing Letters. Assuming the accuracy of the Company representations and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters arewarranties set forth in Section 5.1 in all material respects, as of the date of this Agreementhereof, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute an incurable failure to satisfy a condition precedent default or breach on the part of Parent or Merger Sub, as applicable, or to the Buyer or the Acquisition Sub knowledge of Parent, any other parties thereto, under the terms and conditions Financing Letters. Assuming the accuracy of the Commitment representations and warranties set forth in Section 5.1(b) in all material respects and the performance by the Company of its obligations under this Agreement, as of the date hereof, Parent has no reason to believe that any of the conditions to the Financing contemplated in the Financing Letters will not be satisfied or that the Financing will not be made available to Parent and Merger Sub at or prior to the Effective Time. Except as set forth on Section 5.2(e) of the Parent Disclosure Schedule (the “scheduled documents”) and except for fee letters with respect to fees and related arrangements with respect to the Debt Financing, of which Parent has delivered a true, correct and complete copy to the Company prior to the date hereof (other than the scheduled documents and other than with respect to fee and other information in the form submitted to the Company on the date of this Agreement, but which scheduled documents, fee and other information do not relate to the amounts or conditionality of, or contain any conditions precedent to, the funding of the Debt Financing), as of the date hereof there are no side letters or other agreements, Contracts or arrangements related to the funding or investing, as applicable, of the full amount of the Financing other than as expressly set forth in the Financing Letters and delivered to the Company prior to the date hereof. As of the date hereof, Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment or other fees which are due and payable on or prior to the date hereof pursuant to the terms of the Financing Letters.

Financing. (a) At Parent has provided to the ClosingCompany a true and complete copy of an executed commitment letter from Xxxxxxx, Sachs & Co. and General Electric Capital Corporation to provide debt financing in an aggregate amount of $745,000,000 (the “Debt Commitment Letter”). There are no conditions to the funding of the financings described in the Debt Commitment Letter other than the conditions precedent set forth in the Debt Commitment Letter delivered to the Company on the date hereof (the conditions so set forth, the Buyer “Disclosed Conditions”), and no Person (other than the Acquisition Parent in the case of clause (ii) below) has any right to (i) impose, and Parent has no obligation to accept, any condition precedent to such funding other than the Disclosed Conditions or (ii) reduce the amounts of the financing commitments made in the Debt Commitment Letter (subject to the Disclosed Conditions). (b) As of the date of this Agreement, the Debt Commitment Letter is in full force and effect, in all material respects, and there has been no default, action or omission to act that would permit the termination or cancellation of the Debt Commitment Letter. There are no material conditions precedent or other contingencies related to the funding of the Debt Commitment Letter, other than as set forth in or contemplated by the Debt Commitment Letter. (c) The aggregate proceeds to Parent or Merger Sub contemplated by the Debt Commitment Letter will have available be sufficient to enable Parent or Merger Sub to acquire all the funds necessary to purchase all the Shares shares of Company Stock pursuant to the Merger Merger, to make all payments in respect of Company Stock Options and Stock Units pursuant to this Agreement, to repay or refinance debt as contemplated by the Debt Commitment Letter and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as and the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms transactions contemplated by this Agreement hereby and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Companythereby. (d) The proceeds audited consolidated financial statements of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company Parent and the Buyerconsolidated unaudited interim financial statements dated December 31, will provide 2005 and the Acquisition Sub related audited statements of income and cash flow for the year ended December 31, 2005 and the unaudited interim consolidated balance sheet as of September 30, 2006 and the related unaudited statements of income and cash flow for the 9 months ended September 30, 2006 of Parent and its Subsidiaries, fairly present in all material respects, in conformity with sufficient cash at GAAP applied on a consistent basis during the Effective Time sufficient to consummate periods involved (except as may be indicated in the Merger on notes thereto), the terms contemplated by this Agreement, to refinance certain existing indebtedness consolidated financial position of the Company Parent and to pay related fees and expenses. (e) The Commitment Letters are, its consolidated Subsidiaries as of the date dates thereof and their consolidated results of this Agreement, operations and cash flows for the periods then ended (subject to normal year-end adjustments in the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control case of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent on the part of the Buyer or the Acquisition Sub under the terms and conditions of the Commitment Lettersany unaudited interim financial statements).

Financing. (a) At Buyer has received, accepted and agreed to, and paid, to the extent due, all applicable commitment fees for, (1) a valid and binding commitment letter from certain lenders (the "DEBT FINANCING COMMITMENT LETTER"), committing them to provide debt financing for the transactions contemplated by this Agreement to Buyer in an aggregate amount of $545,000,000.00, subject to the terms and conditions set forth therein (such debt financing, the "DEBT FINANCING") and (2) a valid, binding and irrevocable commitment letter from certain equity investors (the "EQUITY FINANCING COMMITMENT LETTER"), committing them to provide equity financing to Buyer in the amount of $255,000,000.00, subject to the terms and conditions set forth therein (such equity financing, the "EQUITY FINANCING" and together with the Debt Financing, the "FINANCING"), and, in the case of the Equity Financing Commitment Letter, naming Seller as a third-party beneficiary thereof. True and complete copies of the Debt Financing Commitment Letter and Equity Financing Commitment Letter are attached hereto as Exhibit F and Exhibit G, respectively. Buyer has also delivered to Seller a true and complete copy of each fee letter referred to in the Debt Financing Commitment Letter; PROVIDED that the amount of fees payable by Buyer pursuant to such fee letters and certain other terms has been redacted therefrom. The aggregate proceeds of the Financing, together with cash and cash equivalents otherwise available to Buyer and the Company after the Closing Date Dividend and the Closing, will be sufficient to (i) pay the Buyer Purchase Price, (ii) provide the Company with sufficient working capital and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to (iii) pay all fees and expenses payable by of Buyer and its Affiliates (including, after the Buyer or Closing Date, the Acquisition Sub related to Company) incurred in connection with the transactions contemplated by this Agreement. As of the date hereof, Buyer is not aware of any fact or circumstance that would indicate it will not be able to satisfy the conditions to funding set forth in the Debt Financing Commitment Letter and the fee letters referred to therein. (b) The Buyer and the Acquisition Sub its Affiliates have received a commitment letter dated February 11no Indebtedness, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliatesand, together with certain other financial institutions (collectivelyexcept for this Agreement, the “Lenders”) relating Related Agreements, and other agreements entered into in connection with the Debt Financing, the Equity Financing (including agreements related to equity investments in Buyer or its Affiliates by certain co-investors and agreements related to the commitment employment of and equity investments by certain prospective members of the Lenders to provide debt financing required to consummate Company's management) or the Merger on consummation of the terms transactions contemplated by this Agreement, none of Buyer and its Affiliates are a party to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”other Contracts. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment of the Equity Investor to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent on the part of the Buyer or the Acquisition Sub under the terms and conditions of the Commitment Letters.

Financing. Parent has delivered to the Company true, correct and complete copies of (a) At the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 letters (the “Debt Commitment LetterLetters”) from Xxxxxx Brothers Inc. Fifth Third Bank and certain of its affiliatesFalcon Strategic Partners III, together with certain other financial institutions LP (collectively, the “Lenders”) relating ), dated as of the date hereof, pursuant to which the Lenders have committed, subject to the commitment of the Lenders terms and conditions contained therein, to provide debt financing required to consummate in the Merger on aggregate amount set forth therein for the terms contemplated by this Agreement, to refinance certain existing indebtedness purpose of consummating the Company Transactions and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)b) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity a commitment letter dated February 11, 2007 (the “Equity Commitment Letters” andLetter”, and together with the Debt Commitment LetterLetters, the “Commitment Letters”) from Comverse TechnologyH.I.G. Bayside Debt & LBO Fund II, Inc. L.P. (the “Equity Investor”) relating ), dated as of the date hereof, pursuant to which the Investor has committed, subject to the commitment terms and conditions contained therein, to provide equity financing in the aggregate amount set forth therein for the purpose of consummating the Transactions. As of the Equity date hereof, the Commitment Letters have not been amended or modified and the commitments set forth in the Commitment Letters have not been withdrawn or rescinded in any respect. The Commitment Letters, in the form so delivered to the Company on the date hereof, are, as of the date hereof, in full force and effect and each constitutes a legal, valid and binding obligation of the parties thereto. The aggregate proceeds contemplated by the Commitment Letters will be sufficient for Merger Sub to pay the aggregate Merger Consideration and other amounts payable by it at the Closing in connection with the Transactions. Except as specifically set forth in the applicable Commitment Letter, (a) there are no conditions precedent or other contingencies to the obligations of (i) the Investor to provide cash fund the equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments financing contemplated by the Equity Commitment Letter and (ii) each Lender to fund the debt financing contemplated by the applicable Debt Commitment Letter and (b) there are no contingencies pursuant to any contract, agreement or understanding relating to the Transactions to which Parent or Merger Sub is referred a party that would permit either the Investor or the Lenders to herein as reduce the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies total amount of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with financing contemplated by the Commitment Letters (or impose any replacement thereof permitted under Section 6.11(a)) and taken together with available cash additional condition precedent or contingency to the availability of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms financing contemplated by this Agreement, to refinance certain existing indebtedness the Commitment Letters. Assuming the accuracy of the Company Company’s representations and to pay related fees and expenses. (e) The Commitment Letters arewarranties set forth in Article 3, as of the date of this Agreementhereof, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred whichthat, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub under any term or condition of the Commitment Letters. Parent is not aware of any fact, occurrence or condition that would reasonably be expected to constitute an incurable failure make any of the assumptions, statements, representations or warranties therein inaccurate in any material respect or that would reasonably be expected to cause the commitments provided in the Commitment Letters to be terminated or ineffective or any of the conditions contained therein not to be met. Assuming the accuracy of the Company’s representations and warranties set forth in Article 3, as of the date hereof, Parent has no Knowledge of any event that would be reasonably likely to cause it or Merger Sub to be unable to satisfy on a timely basis any term or condition precedent on the part of the Buyer or the Acquisition Sub under the terms and conditions of closing to be satisfied by it contained in the Commitment Letters. Parent and Merger Sub have paid any and all commitment and other fees that have been incurred and are due and payable on or prior to the date hereof in connection with the Commitment Letters. The Limited Guarantee constitutes the legal, valid and binding obligation of the Investor, enforceable against it in accordance with its terms (except to the extent its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles).

Financing. (a) At The Purchaser has delivered to the ClosingCorporation a true, complete and accurate copy of the executed commitment letter, dated as of the date hereof, among the Purchaser and each of the Debt Financing Sources, including all exhibits, annexes, schedules and term sheets attached thereto, and any fee letter relating thereto (in each case, redacted as to rates, fees, monetary thresholds, other economic terms (other than amount of facility and conditions precedent), "market flex" and other customarily redacted terms redacted) (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time after the date hereof in compliance with Section 4.13, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares "Debt Commitment Letter"), pursuant to the Merger and which each Debt Financing Source party thereto has committed to pay all fees and expenses payable by the Buyer or the Acquisition Sub related lend, subject to the transactions contemplated by this Agreementterms and conditions set forth therein, the amounts set forth therein to the Purchaser (the "Debt Financing"). (b) The Buyer Purchaser has delivered to the Corporation, a true, complete and accurate copy of the Acquisition Sub have received a executed commitment letter letter, dated February 11as of the date hereof, 2007 among the Purchaser and each of the Equity Financing Sources (as amended from time to time after the “Debt date hereof in compliance with Section 4.13, the "Equity Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” " and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology"Financing Commitments"), Inc. (“pursuant to which each Equity Investor”) relating Financing Source party thereto has committed, subject to the commitment of terms and conditions set forth therein, to invest in the Equity Investor to provide Purchaser the cash equity investments required to consummate amounts set forth therein (the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “"Equity Financing”; the Equity Financing" and, together with the Debt Financing, is collectively referred to as the “"Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company"). (dc) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as As of the date of this Agreement, and (subject to i) none of the Buyer’s rights under Section 6.11(aFinancing Commitments have been amended or modified, (ii) no such amendment or modification is contemplated (other than, for greater certainty, with respect to amendmentsthe modifications to reflect the internal reorganization of Plusgrade L.P. as set forth in Appendix A to Exhibit A of the Debt Commitment Letter), modifications and/or replacement thereofand (iii) the respective commitments contained in the Financing Commitments have not been withdrawn, terminated, reduced or rescinded in any respect. Except for any fee letter referred to above (a true, complete and accurate executed copy of which has been provided to the Corporation, with only rates, fees, "market flex", provisions related to economics and other customarily redacted terms redacted) and customary engagement letters and fee credit letters with respect to the Debt Financing (none of which (and none of the redacted terms in respect of which) (i) reduces the amount of Debt Financing below the amount required to satisfy the Required Amount (after taking into consideration the amount of the Equity Financing and available cash at the Corporation and its Subsidiaries), (ii) imposes any new condition or otherwise adversely amends, modifies or expands any conditions precedent to the Debt Financing or (iii) materially affects, delays or impedes the availability or enforceability of the Financing), there are no side letters or other contracts or arrangements to which the Purchaser or any of its affiliates is a party related to the funding of the Financing, other than as expressly contained in the Financing Commitments delivered to the Corporation on or prior to the date of this Agreement. The Purchaser has fully paid, or caused to be paid, any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof and will bepay, or caused to be paid, in full any such amounts due at all times until replaced by or prior to the definitive agreements contemplated therebyEffective Time as and when payable in accordance with the Financing Commitments. As of the date hereof, each of the Financing Commitments, in the forms so delivered, is in full force and effect as of the date hereof and is a legal, valid, binding and enforceable obligation of the Purchaser, to the knowledge of the Purchaser, the other parties thereto (in each case subject only to (a) any limitation on enforcement under Laws relating to bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law affecting the enforcement of creditors' rights generally, and (b) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction). There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full force and effect and proceeds of the Financing pursuant to any agreement relating to the Financing to which the Purchaser or its affiliates is a party, other than as expressly set forth in the Financing Commitments. As of the date hereof, no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent on breach or default of any term under the part Financing Commitments by the Purchaser of the Buyer or Financing Commitments or, any other parties to the Acquisition Sub under the terms and conditions Equity Commitment Letter. As of the Commitment Lettersdate hereof, assuming the satisfaction of the conditions in Section 6.1 and Section 6.2 and subject to the Corporation's compliance with this Agreement, the Purchaser has no reason to believe that any of the conditions to Financing contemplated by the Financing Commitments will not be satisfied on a timely basis or that the full amount of the Financing will not be available to the Purchaser at the Effective Time. Subject to the satisfaction of the conditions in Section 6.1 and Section 6.2 and subject to the Corporation's compliance with this Agreement and assuming the Financing is funded in accordance with the Financing Commitments, the proceeds from the Financing will, in the aggregate, be sufficient to enable the Purchaser to pay all amounts required to be paid in connection with the transactions contemplated by this Agreement and the Plan of Arrangement and to pay all related expenses payable by it in connection with such transactions (such amounts collectively, the "Required Amount").

Financing. (a) At Each of the ClosingEquity Investor, Parent and Acquisition Sub shall take or cause to be taken, and shall cause their respective Affiliates and its and their respective Representatives to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Financing at or prior to the Closing on the terms and subject to the conditions set forth in the Financing Commitments (including any “flex” provisions), including executing and delivering all such documents and instruments as may be reasonably required thereunder and: (i) complying with and maintaining in full force and effect the Financing and the Financing Commitments (and, once entered into, the Buyer Financing Agreements) in accordance with the terms and conditions thereof and negotiating and entering into definitive financing agreements with respect to the Acquisition Sub will have available Debt Financing on the terms and conditions set forth in the Debt Commitment Letters (including any “flex” provisions) and containing no (I) conditions to the consummation of all or any portion of the funds necessary Debt Financing other than the conditions set forth in Exhibit E to purchase all the Shares pursuant Bank Debt Commitment Letter or Exhibit B to the Margin Loan Commitment Letter, as the case may be, in each case, as in effect on the date hereof, or (II) provisions that could reasonably be expected to prevent, impede, delay or adversely affect the availability of any of the Debt Financing or the consummation of the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the other transactions contemplated by this AgreementAgreement (such definitive agreements, the “Financing Agreements”) so that the Financing Agreements are in full force and effect no later than the Closing; (ii) satisfying, or obtaining the waiver of, as promptly as practicable and on a timely basis (and in any event, no later than the Closing) all conditions to the Debt Financing contemplated by the Debt Commitment Letters and Financing Agreements that are within its or their control, including, without limitation: (A) on or prior to the Closing Date, transferring Tesla Shares to the Margin Loan Borrower and causing the Margin Loan Borrower to credit to collateral accounts pledged to the applicable Debt Financing Sources in respect of the Margin Loan Financing and held through the facilities of DTC, in each case, sufficient Tesla Shares, which shall be free from all transfer restrictions and restrictive conditions (other than permitted restrictions contemplated under the Financing Documents in respect of the Margin Loan Financing), to cause the LTV Ratio (as defined in the Margin Loan Commitment Letter) not to exceed 20% as of the Closing Date; (B) ensuring the absence of (1) any default or event of default (or any equivalent term) under the Financing Agreements in respect of the Margin Loan Financing, or (2) any Potential Adjustment Event or Mandatory Prepayment Event (in each case, under and as defined in the Margin Loan Commitment Letter); (C) (x) maintaining the Margin Loan Borrower as a wholly owned subsidiary of Parent and Xxxx Xxxx, and (y) causing the organizational documents of the Margin Loan Borrower not to contain, and causing the Margin Loan Borrower not to enter into any Contract, that would (1) impede or prevent the Margin Loan Borrower or any of its Affiliates from enforcing or the Margin Loan Borrower’s rights in respect of the Debt Financing Sources under the Margin Loan Commitment Letter or any Financing Agreement in respect thereof or (2) impede or prevent the Margin Loan Borrower or any of its Affiliates from applying the proceeds of the loans to pay any Funding Obligations; and (D) causing Xxxx Xxxx to (1) fully and unconditionally guarantee all obligations of the Margin Loan Borrower under the Margin Loan Financing to the extent required to consummate the Margin Loan Financing and (2) at all times through and including the Closing Date to own (beneficially and of record), directly or indirectly, all of the outstanding equity interests of, and Control, the Margin Loan Borrower; (iii) accepting (and complying with) to the fullest extent all “flex” provisions contemplated by the Debt Commitment Letters; (iv) causing the Financing Sources to fund the Financing no later than the Closing (including by enforcing its rights under the Debt Commitment Letters and/or Financing Agreements, as applicable). (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) from Comverse Technology, Inc. (“Equity Investor”) relating to the commitment None of the Equity Investor Investor, Parent, Acquisition Sub or the Margin Loan Borrower or any of their respective Affiliates shall agree to provide cash equity investments required or permit any amendment, supplement, modification or replacement of, or grant any waiver of, any condition, remedy or other provision under any Financing Commitment or Financing Agreement, or permit any Financing Agreement to consummate contain any provision, without the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as the “Equity Financing”; the Equity Financing, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies prior written consent of the executed Commitment Letters have been provided to the Company. (d) The proceeds of the Financing, when funded in accordance with the Commitment Letters (if such amendment, supplement, modification, replacement, waiver or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct provision would or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure (i) reduce (or would reasonably be expected to satisfy a condition precedent have the effect of reducing) the aggregate amount of the Financing (or the cash proceeds available therefrom) from that contemplated by the Financing Commitments delivered as of the date hereof, (ii) impose new or additional conditions or contingencies to the Financing or otherwise expand, amend or modify any of the existing conditions to the receipt of the Financing, or otherwise add, expand, amend or modify any other provision of, or remedies under, the Financing Commitments as in effect on the part of date hereof, in a manner that would reasonably be expected to delay, impede or prevent the Buyer or the Acquisition Sub under the terms and conditions of the Commitment Letters.consummation

Financing. (a) At the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant Parent has delivered to the Merger Company complete and to pay correct copies of (i) the executed debt commitment letter, dated as of the date hereof (together with all fees exhibits, annexes and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11schedules thereto, 2007 (the “Debt Commitment Letter”) ), from Xxxxxx Brothers Inc. and certain of its affiliatesthe Debt Financing Sources party thereto, together with certain other financial institutions (collectivelypursuant to which the Debt Financing Sources have agreed to provide, the “Lenders”) relating to the commitment of the Lenders to provide debt financing required to consummate the Merger on the terms contemplated by this Agreementand subject to the conditions thereof, to refinance certain existing indebtedness the full amount of the Company and debt financing set forth therein (the debt financing committed pursuant to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is collectively referred to in this Agreement as the “Debt Financing”. ), and any fee letters related thereto, subject, in the case of such fee letters, to redaction solely of fee and other economic provisions that are customarily redacted in connection with transactions of this type and that do not adversely affect the availability or amount of the Debt Financing, and (cii) The Buyer has received an the executed equity commitment letter letters, dated February 11, 2007 as of the date hereof (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment LettersFinancing Commitments”) from Comverse TechnologySilver Lake Partners V, Inc. L.P. and P2 Fund I (the “Equity InvestorFinancing Sources”) relating pursuant to the commitment of which the Equity Investor Financing Sources have committed to provide cash equity investments required to consummate the Merger invest, on the terms contemplated by this Agreement and subject to pay related fees and expenses. The the conditions thereof, cash equity investments contemplated by in an amount up to the Equity Commitment Letter is referred to herein as amounts set forth therein (the “Equity Financing”; the Equity Financing” and, together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company). (db) Except as expressly set forth in the Financing Commitments, as of the date hereof, there are no conditions precedent to the obligations of the Debt Financing Sources to provide the Debt Financing or of the Equity Financing Sources to provide the Equity Financing or any contingencies that would permit the Debt Financing Sources or the Equity Financing Sources to reduce the total amount of the Financing, including any condition or other contingency relating to the availability of the Debt Financing pursuant to any “flex” provision. As of the date hereof, neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Financing Commitments on or prior to the Closing Date, nor does Parent or Merger Sub have knowledge that any of the Debt Financing Sources or the Equity Financing Sources will not perform its obligations thereunder. As of the date hereof, there are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Financing Commitments that could adversely affect the availability of the Financing contemplated by the Financing Commitments. (c) The proceeds of the Financing, when funded in accordance with the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken Financing Commitments, together with available cash of at the Company and its Subsidiaries and other available cash or other funds of Parent and its Subsidiaries, shall, in the Buyeraggregate, will provide Parent and its Subsidiaries with cash proceeds (after netting out original issue discount and similar premiums and charges after giving effect to the Acquisition maximum amount of flex (including original issue discount flex) provided under the Debt Commitment Letter and any related fee letter) on the Closing Date sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement and under the Debt Commitment Letter, including paying (A) the aggregate Per Share Merger Consideration and the other amounts payable under Article IV, (B) any and all fees and expenses required to be paid by Parent, Merger Sub with sufficient cash and the Surviving Corporation at the Effective Time sufficient to consummate Closing in connection with the Merger on and the terms contemplated by this AgreementFinancing, to refinance certain existing including in respect of the Convertible Notes, (C) for any refinancing of any outstanding indebtedness of the Company or its Subsidiaries contemplated by this Agreement and the Financing Commitments and (D) any amounts due in respect of the Convertible Notes and the Convertible Note Warrants in connection with or relating to pay related fees and expensesthe Merger (the “Required Financing Amount”). (ed) The Commitment Letters areAs of the date hereof, each of the Financing Commitments is (i) a legal, valid, binding and enforceable obligation of Parent and Merger Sub and, to the Knowledge of Parent and Merger Sub, of each of the other parties thereto, subject to the Bankruptcy and Equity Exception, and (ii) in full force and effect. Assuming satisfaction or waiver (to the extent permitted by Law) of the conditions to Parent’s and Merger Sub’s obligations to consummate the Merger, as of the date of this Agreementhereof, and (subject to the Buyer’s rights under Section 6.11(ai) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, which (with or without notice, lapse of time or both, ) would reasonably be expected to constitute an incurable a failure to satisfy a condition precedent on the part of the Buyer by Parent or the Acquisition Merger Sub under the terms and conditions of any Financing Commitment and (ii) neither Parent nor Merger Sub has any reason to believe that any of the conditions to the Financing will not be satisfied by Parent on a timely basis or that the Financing will not be available to Parent or one or more of its Subsidiaries on the Closing Date. Parent or Merger Sub has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Financing Commitments on or before the date hereof, and will pay (or cause to be paid) in full any such amounts due on or before the Closing Date. The Financing Commitments have not been modified, amended or altered as of the date hereof and, as of the date hereof, none of the commitments under the Financing Commitments has been withdrawn or rescinded in any respect, and, to the Knowledge of Parent and Merger Sub, no withdrawal or rescission thereof is contemplated. To the Knowledge of Parent and Merger Sub, no modification of, or amendment to, the Commitment LettersLetters is currently contemplated except for the addition of Debt Financing Sources, lead arrangers, bookrunners, agents or similar entities who have not executed the Debt Commitment Letter as of the date hereof.

Financing. (a) At the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant Parent has delivered to the Merger Company complete and to pay all fees correct copies of (i) fully executed commitment letter(s) and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment redacted fee letter dated February 11, 2007 (the “Debt Commitment LetterLetters”) from Xxxxxx Brothers Suntrust Bank and Suntrust Xxxxxxxx Xxxxxxxx, Inc. and certain of its affiliatespursuant to which the lenders party thereto have committed, together with certain other financial institutions (collectively, the “Lenders”) relating subject to the commitment of the Lenders terms and conditions set forth therein, to provide Parent and/or Merger Subsidiary with debt financing required to consummate in connection with the Merger on the terms transactions contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter hereby (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. ) and (cii) The Buyer has received an equity a fully executed commitment letter dated February 11, 2007 (the “Equity Commitment LettersLetter” and, together with the Debt Commitment LetterLetters, the “Financing Commitment Letters”) from Comverse TechnologyAvista Capital Partners III, Inc. L.P. and Avista Capital Partners (“Equity Investor”Offshore) relating III, L.P. confirming their respective commitments, subject to the commitment of the Equity Investor terms and conditions set forth therein, to provide cash Parent with equity investments required to consummate financing in connection with the Merger on the terms transactions contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is referred to herein as hereby (the “Equity Financing”; the Equity Financing, ,” and together with the Debt Financing, is collectively referred to as the “Financing”. Complete and correct copies of the executed Commitment Letters have been provided to the Company). (db) The proceeds of the Financing, when funded in accordance with the Equity Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash of the Company and the Buyer, will provide the Acquisition Sub with sufficient cash at the Effective Time sufficient to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. (e) The Commitment Letters are, as of the date of this Agreement, and (subject to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and Letter is in full force and effect and is a valid and binding obligation of Parent and the other parties thereto and is enforceable against Parent and the other parties thereto in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). As of the date hereof, each of the Debt Commitment Letters is in full force and effect and is a valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto and is enforceable against Parent and, to the knowledge of Parent, the other parties thereto, in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). Parent or Merger Subsidiary has fully paid any and all commitment or other fees in connection with the Financing Commitment Letters that are payable on or prior to the date hereof. As of the date hereof, none of the Financing Commitment Letters have been amended or modified in any respect, no such amendment or modification is contemplated and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect. As of the date hereof, no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute an incurable failure to satisfy a condition precedent default or breach on the part of Parent or Merger Subsidiary or, to the Buyer knowledge of Parent, any other party thereto under any Financing Commitment Letter. There are no conditions precedent to the funding of the full amount of the Financing other than the conditions precedent set forth in the Financing Commitment Letters, and, assuming the accuracy of the representations and warranties of the Company set forth in ARTICLE 5, Parent has no reason to believe, as of the date hereof, that it will not be able to satisfy any material term or condition of closing of the Financing (other than any such term or condition the satisfaction of which is within the control of the Company) that is required to be satisfied as a condition of the Financing, or that the Financing will not be made available to Parent at the Offer Closing. There are no side letters or other Contracts to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Financing (other than as expressly set forth in the Financing Commitment Letters) that would delay or impair the Financing being funded or the Acquisition Sub under ability of Parent and Merger Subsidiary to consummate the transactions contemplated by this Agreement. Assuming the full amount of the Financing is funded in accordance with the Financing Commitment Letters, the aggregate proceeds of the Financing (together with the cash available to the Company) are in an amount sufficient to consummate the Offer and the Merger upon the terms contemplated by this Agreement and conditions of pay all related fees and expenses incurred in connection with the Commitment Letterstransactions contemplated hereby.

Financing. Newco has delivered to the Company true and complete copies of (a) At executed commitment letters from the Closing, the Buyer and the Acquisition Sub will have available all the funds necessary to purchase all the Shares pursuant to the Merger and to pay all fees and expenses payable by the Buyer or the Acquisition Sub related to the transactions contemplated by this Agreement. (b) The Buyer and the Acquisition Sub have received a commitment letter dated February 11, 2007 (the “Debt Commitment Letter”) from Xxxxxx Brothers Inc. and certain of its affiliates, together with certain other financial institutions (collectively, the “Lenders”) relating to the commitment of the Lenders Guarantors to provide debt equity financing required to consummate the Merger on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Company and to pay related fees and expenses. The financing contemplated by the Debt Commitment Letter (or any replacement thereof permitted under Section 6.11(a)) is referred to in this Agreement as the “Debt Financing”. (c) The Buyer has received an equity commitment letter dated February 11, 2007 aggregate amount set forth therein (the “Equity Commitment Funding Letters” and”), together with the Debt Commitment Letter, (b) executed commitment letters (the “Commitment Letters”) from Comverse TechnologyLxxxxx Brothers Inc., Deutsche Bank Securities Inc. (“Equity Investor”) relating and Bank of America, N.A. and certain of their Affiliates pursuant to which the commitment of the Equity Investor financing parties have agreed to provide cash equity investments required to consummate the Merger on the terms contemplated by this Agreement and to pay related fees and expenses. The cash equity investments contemplated by the Equity Commitment Letter is debt financing in an aggregate amount set forth therein (being collectively referred to herein as the “Equity Debt Financing”; the Equity Financing, ,” and together with the Debt Financing, is financing referred to in clause (a) being collectively referred to as the “Financing”) and (c) the executed Guarantees. Complete and correct copies Other than as permitted pursuant to Section 7.11(a) or the terms thereof, none of the executed Equity Funding Letters, Commitment Letters or Guarantees has been replaced, amended or modified and, as of the date hereof, the respective commitments contained in such letters have not been provided withdrawn or rescinded in any respect. As of the date hereof, the Equity Funding Letters, the Commitment Letters and the Guarantees are in full force and effect. There are no conditions precedent related to the Company. (d) The proceeds funding of the full amount of the Financing, when funded other than as set forth in or contemplated by the Equity Funding Letters or the Commitment Letters. Assuming the funding of the Financing in accordance with the terms of the Equity Funding Letters and the Commitment Letters (or any replacement thereof permitted under Section 6.11(a)) and taken together with available cash the accuracy of the Company Company’s representations and warranties in Article IV, Newco and the Buyer, Surviving Corporation will provide the Acquisition Sub with have sufficient cash at the Effective Time sufficient funds available to consummate the Merger it on the terms date to Closing to pay the aggregate Merger Consideration and any other repayment or refinancing of debt contemplated by this Agreement, to refinance certain existing indebtedness of in the Company Equity Funding Letters or the Commitment Letters and to pay all related fees and expenses. expenses to be paid by Newco or the Surviving Corporation at Closing (e) The Commitment Letters are, as the “Financed Transactions”). As of the date of this Agreement, and (subject Newco does not have knowledge of any facts or circumstances that it believes could reasonably expect to result in any of the conditions to the Buyer’s rights under Section 6.11(a) with respect to amendments, modifications and/or replacement thereof) will be, at all times until replaced by the definitive agreements contemplated thereby, valid, binding and in full force and effect and no event within the direct or indirect control of the Buyer or the Acquisition Sub has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute an incurable failure to satisfy a condition precedent on the part of the Buyer or the Acquisition Sub under the terms and conditions of the Commitment LettersFinancing not being satisfied.