Common use of Sufficient Funds Clause in Contracts

Sufficient Funds. Section 5.9 of the Parent Disclosure Schedule sets forth complete and accurate copies of (a) executed commitment letters (the “Debt Commitment Letters”) from the lenders named therein (the “Lenders”), pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 Financing Commitments.

Sufficient Funds. Section 5.9 Prior to the execution and delivery of this Agreement, the Purchaser has delivered to the Company true and complete copies of the Parent Disclosure Schedule sets forth complete and accurate copies following commitment letters, which are unamended as of the date hereof, evidencing: (ai) the availability of committed credit facilities pursuant to an executed commitment letters letter (the “Debt Commitment LettersLetter”) from the lenders named therein dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”)) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) an executed equity commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein dated February 22, 2008 made by FR Horizon AIV, L.P. (the “InvestorsEquity Sponsor”)) in favour of the Purchaser, pursuant to which the Investors Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, have committed to invest provide the Purchaser with debt and equity financing in the amounts set forth thereinof US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”)thereof. The commitments described in the Commitment Letter and the Equity Commitment Letter provides, and will continue are not subject to provide, that any condition precedent other than the Company is a third-party beneficiary thereofconditions expressly set forth therein. As of the date hereof, and as hereof (A) each of the Closing, Commitment Letter and the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed is in full force and delivered by, effect and is a legal, valid and binding obligation ofof the Purchaser and, Parent to the knowledge of the Purchaser, the Lenders, in the case of the Commitment Letter, and the Investor Equity Sponsor, in the case of the Equity Commitment Letter, (B) no amendment or Investors party theretomodification to either the Commitment Letter or the Equity Commitment Letter is contemplated, and each (C) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Debt Purchaser under the Commitment Letters has been duly executed and delivered byLetter or the Equity Commitment Letter, and is a legalrespectively, valid and binding obligation of, Parent and all other parties theretoor excuse the Lenders or the Equity Sponsor from their commitments thereunder. As of the date hereof, each hereof (assuming the accuracy of all of the Financing Commitments is in full force representations and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as warranties of the date hereof, to Company in this Agreement and the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default compliance by the Company of its obligations under this Agreement), there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing Purchaser does not to be satisfied at or before the Effective Time, and neither Parent nor Sub has reason to believe that it will shall be unable to satisfy on a timely basis any term or condition of closing of the financing to be satisfied by it contained in the Financing CommitmentsCommitment Letter or the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any of the terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expenses.

Sufficient Funds. Section 5.9 The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent Disclosure Schedule sets forth has delivered to the Company true and complete and accurate copies of (a) executed commitment letters (the “Debt Commitment Letters”) from the lenders named therein (the “LendersFinancing Commitments”), pursuant to which the Lenders parties thereto have committedagreed, subject only to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions precedent set forth therein (the “Equity Financing” andFinancing Conditions”), together with to provide or cause to be provided the Debt Financingbank financing set forth therein for the purposes of financing the transactions contemplated hereby, including the Offer and the Merger (the “Financing”). The Equity Commitment Letter providesFinancing Commitments are in full force and effect and are legal, valid and will continue binding obligations of Parent and the Purchaser and, to providethe knowledge of Parent, the other parties thereto. There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of the Financing other than the Financing Conditions. Parent or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the Company is a third-party beneficiary thereofdate hereof. As of the date hereof, and as no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness part of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Purchaser under any Financing CommitmentsCommitment, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub the Purchaser has reason any reasonable basis to believe that it will be unable to satisfy on a timely basis any material term or condition of closing to be satisfied by it contained in any of the Financing CommitmentsCommitments on or prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws under the Note in accordance with the term of the Note.

Sufficient Funds. Section 5.9 On the Closing Date, Parent will have sufficient cash, available lines of credit or other sources of immediately available funds to make the Closing Date Payments. Parent Disclosure Schedule sets forth complete has obtained a commitment letter from MUFG Bank, Ltd. and accurate copies of Mizuho Bank, Ltd. (a) executed commitment letters (collectively, the “Debt Commitment Letters”) from the lenders named therein (the “LendersFinancing Sources”), dated as of September 10, 2018, pursuant to which the Lenders Financing Sources have committedagreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein provide debt financing to Parent for in the purpose aggregate amount of funding $6.5 billion (or its equivalent amount in Japanese Yen) (the transactions contemplated by “Financing”) to consummate the Merger and to perform its obligations under this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to a true and complete copy of which the Investors have committed to invest the amounts set forth therein, subject Parent has delivered to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereofCompany. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed is in full force and delivered by, effect and is a constitutes the legal, valid and binding obligation of, of Parent and the Investor Financing Sources to provide the Financing subject only to the satisfaction or Investors party thereto, and each waiver of the Debt conditions precedent set forth in Section 5 of the term sheet attached as an exhibit to the Commitment Letters Letter (the “Financing Conditions”). Parent has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent fully paid (or caused to be paid) any and all commitment fees and other parties theretoamounts that are due and payable on or prior to the date of this Agreement in connection with the Financing. As of the date hereof, each of the Financing Commitments is commitment contained in full force and effect and the Commitment Letter has not been withdrawn or terminated rescinded in any respect (and no Financing Source has indicated an intent to so withdraw or otherwise rescind). The Commitment Letter has not been amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or respect prior to the date hereof have been paid andof this Agreement. Neither Parent nor any of its affiliates has entered into any agreement, side letter or other arrangement relating to the financing of the Closing Date Payments or the Transactions, other than as set forth in the Commitment Letter. As of the date hereof, Parent is not in breach of Table of Contents any of the terms or conditions set forth in the Commitment Letter and no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach by Parent (or to the knowledge of Parent, there is no fact any other party thereto) or occurrence existing that would make failure by Parent (or to the knowledge of Parent, any of the statements (including assumptionsother party thereto) to satisfy a condition precedent set forth in any of the Financing Commitments inaccuratetherein. Assuming Parent has no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has reason to believe that (a) it or any other party to the Commitment Letter will be unable to satisfy on a timely basis any term or condition of closing to the Commitment Letter, (b) any of the Financing Conditions will not be satisfied or (c) the Financing will not be made available to Parent on the Closing Date. There are no conditions precedent or other contingencies related to the funding of the Financing on the Closing Date other than the Financing Conditions. The net proceeds of the Financing contemplated by it contained the Commitment Letter, together with cash of Parent will, in the Financing Commitmentsaggregate, provide funds to Parent sufficient to consummate the Transactions, including the making of all Closing Date Payments on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, Parent’s obligation to consummate the Transactions 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.

Sufficient Funds. Section 5.9 Parent has delivered to the Company true and complete copies of the Wells Fargo Century Inc. Letter, dated as of the date hereof, by and xxxxx Wells Fargo Century Inc., Parent Disclosure Schedule sets forth complete and accurate copies of (a) executed commitment letters Merger Sub (the “"First Debt Lettxx"), the Ore Hill Fund L.P. Letter, dated as of the date hereof, by and among Ore Hill Fund L.P., Parent and Merger Sub (the "Second Debt Letter") and the Chase Capital Letter, dated as of the date hereof, by and among the Chase Capital business unit of JPMorgan Chase & Co., Parent and Merger Sub (the "Third Debt Letter" and, together with the First Debt Letter and the Second Debt Letter, the "Debt Commitment Letters”") from and the lenders named therein commitment letters, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (the “Lenders”), pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “"Equity Commitment Letter” Xxxxxrs" and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing"Commitment Letters", the “financing to be provided thereunder is referred to herein as the "Financing”"). The Equity Commitment Letter providesaggregate proceeds of the Financing are in an amount sufficient to consummate the Transactions, including to pay the aggregate Merger Consideration, and will continue to provide, that the Company is a third-party beneficiary thereofpay all related fees and expenses. As of the date hereof, and as none of the ClosingCommitment Letters has been withdrawn, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent or other contingencies related to the respective obligations funding of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the full amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) than those set forth in any the Commitment Letters. Subject to receipt of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as aggregate proceeds of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied Financing, at or before the Effective Time, Parent and neither Parent nor Merger Sub has reason will have sufficient cash and cash equivalent resources available to believe that it will be unable pay the aggregate Merger Consideration pursuant to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Financing CommitmentsTransactions.

Sufficient Funds. Section 5.9 Parent and Merger Sub (directly or through one or more affiliates) will have all of the funds immediately available as and when needed that are necessary to (i) consummate the Offer at the Acceptance Time, (ii) consummate the Merger at the Closing, (iii) otherwise perform their respective obligations under this Agreement and (iv) pay any fees, expenses or other amounts payable by Parent Disclosure Schedule sets forth complete and accurate copies or Merger Sub in connection with the consummation of (a) executed commitment letters (the “Debt Commitment Letters”) from the lenders named therein (the “Lenders”), pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt FinancingIntended Purposes”). Parent and Merger Sub have provided to the Company a true and complete copy of a fully executed commitment letter, dated as of the date hereof (including all exhibits, schedules, annexes, supplements, amendments and joinders thereto, collectively, the “Commitment Letter”), from the lenders party thereto (collectively, the “Lenders”) and the executed fee letter relating thereto (b) executed commitment letter (provided that the fee amounts, pricing caps and other economic terms, and the rates and amounts included in the “Equity Commitment Lettermarket flex” andprovisions (but not covenants), together with may be redacted, none of which redacted provisions could adversely affect the conditionality, enforceability, termination or amount of the Debt Commitment LettersFinancing) (including all exhibits, schedules, annexes, supplements, amendments and joinders thereto, collectively, the “Financing Commitments”) from the investors named therein (the “InvestorsFee Letter”). Pursuant to the Commitment Letter, pursuant to which the Investors have committed to invest the amounts set forth therein, and subject to the terms and conditions thereof, the Lenders have committed to provide Guarantor and Parent with the amounts set forth therein in the Commitment Letter (the “Equity Financing” and, together with the Debt Financing”) for purposes of financing the Offer, the “Financing”). The Equity Commitment Letter provides, Merger and will continue to provide, that the Company is a third-party beneficiary thereofother transactions contemplated by this Agreement. As of the date hereof, the Commitment Letter is in full force and as effect and constitutes a valid and binding obligation of Guarantor and Parent, and to the knowledge of Parent and Merger Sub, the Lenders, enforceable in accordance with its terms (except that (x) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transfer, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (y) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as court before which any proceeding therefor may be brought). As of the date hereof and as hereof, other than the Commitment Letter, none of Guarantor, Parent or Merger Sub has entered into any side letters, Contracts or other arrangements pursuant to which any Person has the right to amend, restate or otherwise modify the Commitment Letter in a manner that could reasonably be expected to adversely affect the availability at the Acceptance Time or the Closing of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewithDebt Financing. Except as set forth in the Financing CommitmentsCommitment Letter and the Fee Letter, there are no conditions precedent or contingencies (including pursuant to any “market flex” provisions in the respective obligations of Fee Letter) to funding the Lenders Debt Financing under the Commitment Letter in an amount necessary, when taken together with other funds available to Parent and Merger Sub to fund the Debt Financing Intended Purposes, and the Commitment Letter has not been amended, restated or of otherwise modified in any manner prior to the Investors date hereof and the respective commitments contained in the Commitment Letter have not been terminated, reduced, withdrawn or rescinded in any respect prior to fund the Equity Financingdate hereof. There are no other agreementsThe Commitment Letter, side letters or arrangements that would permit the Lenders Fee Letter, the engagement letter and fee credit letter related thereto constitute the entire and complete agreement between the parties thereto with respect to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each (i) assuming the accuracy of the representations and warranties set forth in Article III, no event has occurred which, with or without notice, lapse of time or both, would constitute (A) a default or breach by Guarantor or Parent under any term of, or (B) a failure to satisfy any condition by Guarantor or Parent or, to the knowledge of Parent and Merger Sub, any Lender under, the Commitment Letter and (ii) assuming the satisfaction of the Minimum Condition and the satisfaction, or waiver by the Merger Sub, of the other conditions set forth in Annex I, neither Parent nor Merger Sub has any reason to believe that (x) any condition or contingency related to the funding of the full amount of the Debt Financing Commitments is in will not be satisfied at the Acceptance Time or (y) the full force amount of the Debt Financing will not be available to Guarantor and effect Parent at the Acceptance Time. Guarantor or Parent has fully paid, or caused to be paid, any and has not been withdrawn all commitment or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under by the Financing Commitments Commitment Letter on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 Financing Commitments.

Sufficient Funds. Section 5.9 of (a) Parent has delivered to the Parent Disclosure Schedule sets forth Company true and complete and accurate copies of (ai) a fully executed debt commitment letters letter, dated as of the date of this Agreement and (ii) the fully executed fee letter referenced therein, relating to fees with respect to the Financing contemplated by the commitment letter (the “Debt Commitment Letters”) commitment letter, together with such fee letter, including all exhibits, supplements, schedules and annexes thereto, as amended, replaced, supplemented, modified or waived from time to time after the lenders named therein (date hereof in compliance with Section 6.14(a), collectively, the “LendersCommitment Letter”), pursuant by and among Parent and the Financing Sources specified therein (with only fee amounts and other economic terms, and the rates and amounts included in the “flex” provisions, redacted in a customary manner for transactions of this nature, none of which redacted provisions would reasonably be expected to which adversely affect the Lenders have committedconditionality, availability, enforceability, termination or amount of the Financing). Pursuant to the Commitment Letter, and subject to the terms and conditions set forth thereinthereof, the Financing Sources party thereto have committed to lend provide Parent with the amounts set forth therein to Parent in the Commitment Letter for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions purposes set forth therein (the “Equity Financing” anddebt financing contemplated in the Commitment Letter, together with with, unless the Debt Financingcontext otherwise requires, any replacement financing, including any bank financing or debt securities issued in lieu thereof, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn withdrawn, rescinded or terminated terminated, or otherwise amended or modified in any respect. All commitment respect and other fees required to no amendment, supplement or modification that would not be paid under permitted by Section 6.14(a) is contemplated, and the Financing Commitments on or prior to Commitment Letter, in the date hereof have been paid form so delivered, constitutes the legal, valid and binding obligation of, and is enforceable against, Parent and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any each of the statements (including assumptions) set forth other parties thereto, subject, in any of each case, to the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 Financing CommitmentsEnforceability Exceptions.

Sufficient Funds. Section 5.9 Parent has delivered to the Company true, complete and correct copies as of the Parent Disclosure Schedule sets forth complete and accurate copies date of (a) this Agreement of an executed commitment letters letter (as the same may be amended or replaced in accordance with Section 5.13, the “Debt Commitment Letters”) from the lenders named therein (the “LendersFinancing Commitment”), pursuant to which the Lenders Debt Financing Sources have committedagreed, subject to the terms and conditions set forth thereinthereof, to lend provide or cause to be provided the debt amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed is in full force and delivered by, effect and is a the legal, valid and binding obligation of, of Parent and the Investor or Investors any Affiliates of Parent party theretothereto (and, and each of to Parent’s knowledge, the Debt Commitment Letters has been duly executed Financing Sources) and delivered by, and is a legal, valid and binding obligation of, enforceable against Parent and all other parties theretoany Affiliates of Parent (and, to Parent’s knowledge, the Debt Financing Sources) in accordance with its terms, subject to the Bankruptcy and Equity Exception. As of the date hereof, each of the Debt Financing Commitments is Commitment has not been amended or modified and the commitments contained in full force and effect and has the Debt Financing Commitment have not been withdrawn or terminated or otherwise amended or modified rescinded in any respect. All commitment Assuming the accuracy of the Company’s representations and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid andwarranties set forth in Article 3, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Parent Parties and to the knowledge of Parent, there is any other party thereto, under the Debt Financing Commitment and no fact or occurrence existing that would make Parent Party has any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 (and, to the knowledge of Parent, any other party thereto) in the Debt Financing CommitmentsCommitment on or prior to the Closing Date. There are no conditions precedent related to the funding of the full amount of the Debt Financing other than as set forth in or contemplated by the Debt Financing Commitment. As of the date hereof, there are no side letters or other Contracts (except for customary fee letters, true and complete copies of which have been provided to the Company, except that financial and economic terms not affecting conditionality may be redacted) related to the funding of the full amount of the Debt Financing other than as set forth in the Debt Financing Commitment. Subject to the terms and conditions set forth in the Debt Financing Commitment, the aggregate proceeds contemplated by the Debt Financing Commitment, together with Parent’s available cash, will be sufficient to pay the Cash Consideration, the Fractional Share Consideration and all amounts required to be paid in connection with the consummation of the Transactions and any other related fees and expenses. The obligations of Parent and Merger Sub under this Agreement are not subject to any conditions regarding Parent’s, Merger Sub’s, their respective Affiliates’ or any other Person’s (including, for the avoidance of doubt, the Company’s or any Subsidiary of the Company’s) ability to obtain the Debt Financing.

Sufficient Funds. Section 5.9 (a) Assuming the truth and accuracy of the Company’s representations and warranties set forth in Article III and compliance by the Company with its obligations hereunder, in each case, in all material respects, and assuming satisfaction of the conditions in Article VII (other than the conditions set forth in Sections 7.2(a) and 7.2(b) and those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), Parent Disclosure Schedule sets forth and Merger Sub will have available to them at the Effective Time all funds and commitments necessary to refinance in full all amounts outstanding under the Company Credit Agreement, the Company Receivables Financing Agreement and the Company Indentures, to pay cash in lieu of fractional shares in accordance with Section 2.2 and to pay the fees and expenses relating to the Merger and the Financing. Parent has delivered to the Company true and complete and accurate copies of (ai) a fully executed debt commitment letters letter, dated as of the date of this Agreement (including all exhibits thereto in effect on the date hereof) and (ii) the executed fee letter referenced therein, relating to fees with respect to the Financing contemplated by the commitment letter (collectively, the “Debt Commitment Letters”) from the lenders named therein (the “LendersLetter”), pursuant by and among Parent and the Financing Sources specified therein (with only fee amounts and other economic terms, and the rates and amounts included in 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). Pursuant to which the Lenders have committedCommitment Letter, and subject to the terms and conditions set forth thereinthereof, the Financing Sources party thereto have committed to lend provide Parent with the amounts set forth therein to Parent in the Commitment Letter for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions purposes set forth therein (the “Equity Financing” anddebt financing contemplated in the Commitment Letter, together with with, unless the Debt Financingcontext otherwise requires, any replacement financing, including any bank financing or debt securities issued in lieu thereof, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn withdrawn, rescinded or terminated terminated, or otherwise amended or modified in any respect. All commitment respect and no amendment or modification is contemplated (other fees required than as set forth in the fee letters with respect to be paid under flex rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the Financing Commitments on or prior to the date hereof have been paid and, Commitment Letter as of the date hereofof this Agreement), and the Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligation of, and is enforceable against, Parent and, to the knowledge of Parent, there is no fact or occurrence existing that would make any each of the statements (including assumptions) other parties thereto, subject, in each case, to the Enforceability Exceptions. Except as set forth in the Commitment Letter and except for any of related commitment letters, engagement letters and fee letters related to the Financing Commitments inaccurate. Assuming no breach or default by permanent financing described in the Company under this AgreementCommitment Letter, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause Agreement, there are no contracts, agreements, “side letters” or other arrangements to which Parent or any of its affiliates is a party relating to the conditions to funding of Commitment Letter or the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 Financing CommitmentsFinancing.

Sufficient Funds. Section 5.9 Buyer has, on the date hereof, commitments for all of the Parent Disclosure funds required in order to complete this transaction on the terms contained in this Agreement. Without limitation of the foregoing, attached as Schedule sets forth 5.5 hereto are complete and accurate copies of (ai) executed commitment letters (the “Debt Commitment Letters”) from the lenders named therein (the “Lenders”), pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed an equity commitment letter (the “Equity Commitment Letter” and”) from Xxxx Capital Fund VIII, together with L.P., and (ii) a debt commitment letter (the “Debt Commitment Letters, the “Financing CommitmentsLetter”) from the investors named financial institutions identified therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject with respect to the terms financing of the transactions contemplated hereby (such equity and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, debt commitments collectively being the “Financing”). The Equity Commitment Letter providesSubject to their terms and conditions, the Financing, together with all other funds of Buyer, is sufficient to allow Buyer to pay the full Merger Price and will continue to providesatisfy in cash all other obligations of Buyer required to be satisfied at the Closing, that including discharge of all Indebtedness and Transaction Expenses to the Company is a third-party beneficiary thereofextent required. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed Letter (together with the ancillary documents referenced therein or delivered to the Seller Representative) constitute all of the agreements entered into between each of X.X. Xxxxxx Securities, Inc., Citigroup Global Markets and delivered byXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxx Capital Fund VIII, L.P. and/or its affiliates and is a legal, valid and binding obligation of, Parent and all other parties theretoBuyer and/or its affiliates with respect to the financing arrangements contemplated thereby. As of the date hereof, each of the Financing Commitments is Equity Commitment Letter and the Debt Commitment Letter are in full force and effect and has have not been withdrawn modified or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as As of the date hereof, to assuming the knowledge of Parentaccuracy, there is no fact or occurrence existing that would make any in all material respects, of the statements (including assumptions) set forth in any representations and warranties of the Financing Commitments inaccurate. Assuming no breach or default Company in this Agreement and the accuracy and completeness of the information provided by the Company under this Agreementto the Buyer in the course of its due diligence review, there is Buyer has no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has reason to believe that it will such Financing shall not be unable available or that the equity and debt commitments shall not be funded, and Buyer has not made any material misrepresentation with respect to satisfy on a timely basis Buyer in connection with obtaining such equity and debt financing commitments. As of the date hereof, assuming the accuracy, in all material respects, of the representations and warranties of the Company in this Agreement and the accuracy and completeness of the information provided by the Company to the Buyer in the course of its due diligence review, Buyer has no reason to believe that there are any term conditions to the payment of such cash or condition the drawing of closing to such credit facilities which cannot be satisfied by it contained in Buyer as of the Financing CommitmentsClosing Date.

Sufficient Funds. Section 5.9 Prior to the date of this Agreement, Parent has delivered to the Parent Disclosure Schedule sets forth complete Company complete, correct and accurate executed copies of (ai) executed commitment letters (the “Debt Commitment Letters”) letter dated January 18, 2006, from the lenders named therein (the “Lenders”)Banc of America Securities LLC, Banc of America Bridge LLC, Bank of America, N.A., Bear Xxxxxxx & Co. Inc. and Bear Xxxxxxx Corporate Lending Inc., pursuant to which the Lenders parties thereto have committed, subject to the terms and conditions set forth therein, to lend provide or cause to be provided debt financing of up to $2,075,000,000 in connection with the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement Transactions (the “Debt Financing”Commitments” ) and (bii) executed commitment the letter dated January 18, 2006, from Xxxx Capital Fund VIII, L.P. (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing CommitmentsBain”) from the investors named therein (the “Investors”), pursuant to which the Investors Bain and or its Affiliates have committed to invest the amounts set forth thereincommitted, subject to the terms and conditions set forth therein therein, to provide or cause to be provided equity financing of up to $500,000,000 in connection with the Transactions (the “Equity FinancingCommitment” and, together with the Debt FinancingCommitments, the “Financing Commitments”), with respect to the financing of the Transactions (the “Financing”), including all exhibits, schedules or amendments thereto. The Equity Commitment Letter providesFinancing Commitments are in full force and effect, and will continue there are no conditions precedent related to provide, that the Company is a third-party beneficiary thereof. As funding of the date hereof, and as full amount of the Closing, the funds provided by the Financing, together with Parent’s other than as set forth in or expressly contemplated by the Financing Commitments. The aggregate proceeds contemplated by the Financing Commitments will be sufficient for Parent and Merger Sub to pay for all outstanding Shares converted into cash on hand (as pursuant to the Merger, to make all payments in respect of the date hereof and as of the Effective Time)all Company Options, are sufficient to fully fund all of perform Parent’s and Merger Sub’s other obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration Agreement and Performance Award Consideration and payment of to pay all fees and expenses related to the transactions contemplated Transactions payable by this Agreement either of them. Assuming the accuracy of the representations and any refinancing warranties of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing CommitmentsArticle IV, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, Parent and neither Parent nor Merger Sub has have no reason to believe that it any of the conditions precedent to the Financing will be unable to satisfy on a timely basis any term or condition of closing to not be satisfied by it contained in connection with the consummation of the Transactions or that the Financing Commitmentswill not be available to Parent and/or Merger Sub on the Closing Date.

Sufficient Funds. Section 5.9 of the Parent Disclosure Schedule sets forth complete and accurate copies of (a) As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of the executed commitment letters letter dated as of the date hereof (collectively, the “Debt Commitment Letter”; provided, that for purposes of this Agreement, the Debt Commitment Letter shall also include, after the date hereof, to the extent alternative financing from alternative financial institutions is obtained in accordance with Section 8.06(d), any commitment letters executed by such alternative financial institutions in respect of such alternative financing) from the Committed Financing Sources referenced therein; provided, that for purposes of this Agreement, the Committed Financing Sources shall also include, after the date hereof, to the extent alternative financing from alternative financial institutions is obtained in accordance with Section 8.06(d), any such alternative financial institution, together with executed fee letters referenced in the Debt Commitment Letter (collectively, the “Debt Fee Letters”) from (it being understood that any such fee letter provided to the lenders named Company shall be redacted to omit the amount of fees, other numerical amounts and “flex provisions” provided therein and any other customarily redacted provisions provided therein (none of which would adversely affect the “Lenders”amount, conditionality or availability or termination of the Committed Financing)), pursuant to which the Lenders have committedwhich, and subject only to the terms and conditions expressly set forth therein, the Committed Financing Sources have committed to lend the amounts set forth therein to Parent and/or Merger Sub for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Committed Financing”). The Equity Commitment Letter provides, and will continue to provide; provided, that for purposes of this Agreement, the Company Committed Financing shall also include, after the date hereof, to the extent Alternative Committed Financing from alternative financial institutions is a third-party beneficiary thereofobtained in accordance with this Agreement, any such Alternative Committed Financing. As of the date hereof, and as other than the Debt Fee Letters, there are no side letters or other agreements, contracts or arrangements (except for customary engagement letters in respect of the ClosingCommitted Financing and side letters or other agreements, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent contracts or the Company or their respective Subsidiaries in connection therewith. Except as arrangements expressly set forth in the Financing Commitments, there are no conditions precedent Debt Commitment Letter) to the respective obligations of the Lenders to fund the Debt Financing which Parent or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and Merger Sub is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of relating to the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties theretoLetter. As of the date hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 Financing Commitments.57

Sufficient Funds. Section 5.9 of (a) Parent has delivered to the Parent Disclosure Schedule sets forth Company true, correct and complete and accurate copies of (ai) the executed bridge loan commitment letters letter (including all exhibits, schedules and annexes thereto, the “Debt Bridge Commitment LettersLetter”) from the lenders named therein Debt Financing Sources party thereto, together with all related fee letters, engagement letters and other agreements (such letters and other agreements, together with the Bridge Commitment Letter, the “LendersBridge Debt Commitment Documents”), pursuant to which the Lenders have committedwhich, and subject to the terms and conditions set forth thereinthereof, the Debt Financing Sources party thereto have committed to lend the amounts aggregate amount of debt financing set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (together with any substitute debt financing pursuant to Section 6.11(d), the “Bridge Debt Financing”), (ii) the standby letter of credit (including all exhibits, schedules and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Lettersannexes thereto, the “Financing CommitmentsLetter of Credit”) from issued by the investors named therein (the “Investors”)L/C Issuer, pursuant to which the Investors have committed to invest the amounts set forth thereinwhich, and subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financingthereof, the “Financing”). The Equity Commitment Letter provides, and will continue L/C Issuer has agreed to provide, that honor drawings made thereon by Parent for the Company is a third-party beneficiary thereof. As purpose of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to funding the transactions contemplated by this Agreement and any refinancing (iii) the executed shareholder loan agreement letter (including all exhibits, schedules and annexes thereto, the “Shareholder Loan Agreement”) (together with the Bridge Commitment Letter and the Letter of indebtedness of Parent or Credit, the Company or their respective Subsidiaries in connection therewith. Except as set forth in “Debt Commitment Letters”) from the Financing Commitments“Shareholder” identified therein (the “Shareholder Lender”), there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no together with all related fee letters, engagement letters and other agreements (such letters and other agreements, side together with the Shareholder Loan Agreement, the “Shareholder Debt Commitment Documents”; and, the Shareholder Debt Commitment Documents, together with the Bridge Debt Commitment Documents and the Letter of Credit, collectively, the “Debt Commitment Documents”) (provided that, solely with respect to any such fee letters or arrangements that would permit included in the Lenders Bridge Debt Commitment Documents, the fee amounts (none of which affects conditionality) may be redacted from such true, correct and complete copies), pursuant to reduce which, and subject to the terms and conditions thereof, the Shareholder Lender party thereto has committed to lend the aggregate amount of debt financing set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (together with any substitute debt financing pursuant to Section 6.11(d), the “Shareholder Debt Financing” and together with the Bridge Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the “Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 Financing Commitments”).

Sufficient Funds. Section 5.9 Purchaser has delivered to Fording a copy of the Parent Disclosure Schedule sets forth complete and accurate copies of (a) an executed commitment letters letter (the “Debt Commitment LettersLetter”) ), dated as of the date hereof, from the lenders named therein JPMorgan Chase Bank, N.A, Citibank, N.A., Canadian xxxxxx, Xxxxxxx Xxxxx Capital Corporation, Canadian Imperial Bank of Commerce, Royal Bank of Canada, and Bank of Montreal (the “Lenders”), pursuant . Pursuant to which the Lenders have committed, Debt Commitment Letter and subject to the terms and conditions set forth contained therein, the Lenders have committed to lend provide U.S.$9,810,000,000 in aggregate principal amount of debt financing to Purchaser on or before the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement Effective Date (the “Debt Financing”) and (b) executed commitment letter (). The obligations to fund the “Equity Commitment Letter” and, together with commitments under the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, Letter are not subject to the terms and conditions any condition other than those set forth therein (including any further internal credit or other approval by the “Equity Financing” and, together with Lenders). Purchaser has no knowledge of any fact or occurrence that would reasonably be expected to (i) make any of the assumptions or statements set forth in the Debt Financing, the “Financing”). The Equity Commitment Letter providesinaccurate, and will continue (ii) cause the Debt Commitment Letter to provide, that be ineffective or (iii) preclude in any material respect the Company is a third-party beneficiary thereofsatisfaction of the conditions set forth in the Debt Commitment Letter. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments Letter is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any material respect. All commitment , and the financing and other fees required to be paid under the Financing Commitments that are due and payable on or prior to before the date hereof under the Debt Commitment Letter have been paid and, as in full. Subject to the terms and conditions of the date hereofDebt Commitment Letter, the funds contemplated to be received pursuant to the knowledge of ParentDebt Commitment Letter, there is no fact or occurrence existing that would make any together with the expected proceeds of the statements sale of Units by Purchaser and funds that Purchaser currently has on hand, will be sufficient to pay, and will be used to pay, the aggregate Cash Consideration forming part of Securityholder Consideration under the Arrangement and to make all other necessary payments (including assumptionsrelated fees and expenses) set forth by Purchaser in any of connection with the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 Financing CommitmentsArrangement.

Sufficient Funds. Section 5.9 of Parent has delivered to the Parent Disclosure Schedule sets forth complete Company complete, correct and accurate fully executed copies of a commitment letter and a related fee letter (awhich in the case of such fee letter may be subject to redaction in a customary manner with respect to fee amounts, including fee amounts in any flex terms) executed commitment letters (collectively, the “Debt Commitment LettersLetter”) from the lenders named therein (the “Lenders”), Financing Sources pursuant to which the Lenders Financing Sources have committedcommitted to provide to Parent and Merger Sub, upon the terms and subject to the conditions set forth therein, debt financing in the amounts set forth therein for purposes of financing the transactions contemplated by this Agreement, and paying related fees and expenses (such debt financing, the “Initial Financing”). As of the date hereof, the Commitment Letter 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, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity. As of the date hereof, the Commitment Letter has not been amended or modified in any material respect, and, to the knowledge of Parent, the commitments contained in the Commitment Letter have not been withdrawn, rescinded or otherwise modified in any material respect. Subject to the terms and conditions set forth thereinof the Commitment Letter, the aggregate proceeds of the Initial Financing, together with Parent’s unrestricted cash on hand, are in an aggregate amount sufficient to lend pay all obligations of Parent and Merger Sub hereunder, including (a) the amounts set forth therein payable pursuant to Parent for Section 1.4(e), and (b) all of the purpose out-of-pocket costs of funding Parent, Merger Sub and the Surviving Company arising from the consummation of the transactions contemplated by this Agreement and there will be no restriction on the use of such cash for such purposes. The Commitment Letter delivered to the Company contains all of the conditions precedent to the obligations of the parties thereunder to fund the full amount of the Initial Financing contemplated by the Commitment Letter. Other than the Commitment Letter itself (including the “Debt Financing”redacted fee letter provided to the Company as of the date hereof) and (b) executed commitment letter (other than certain customary engagement letters and confidentiality agreements with respect to the “Equity Initial Financing, there are no other fee letters, engagement letters, side letters, agreements, contracts or other arrangements relating to the Commitment Letter” and. As of the date hereof, together assuming the condition set forth in Section 5.3(a) is satisfied, no event has occurred which, with or without notice, lapse of time or both, would constitute or reasonably be expected to constitute a default or breach on the Debt Commitment Letterspart of Parent under any material term of, or a failure of any condition or inability to satisfy any conditions precedent to funding the full amount of the Initial Financing under, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue or otherwise result in any portion of the Initial Financing to provide, that the Company is a third-party beneficiary thereofbe unavailable or materially delayed. As of the date hereof, and as of assuming that the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as conditions set forth in the Financing Commitments, there Section 5.1 and Section 5.3 are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation ofsatisfied, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect and has does not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to the Initial Financing under the Commitment Letter required to be satisfied by it contained at or prior to the Closing, or that any portion of the Initial Financing contemplated thereby will be unavailable to Parent at the Closing. Parent has fully paid any and all commitment fees or other fees in connection with the Financing CommitmentsCommitment Letter that are due and payable on or before the date of this Agreement. Each of Parent and Merger Sub affirms that it is not a condition to the Closing or to any of its other obligations under this Agreement (including consummating the Merger) that Parent and/or Merger Sub (or the Surviving Company) obtain financing for or related to any of the transactions contemplated by this Agreement.

Sufficient Funds. Section 5.9 of the Parent Disclosure Schedule sets forth complete and accurate copies of (a) Buyer has delivered to Seller a complete and correct copy of (i) an executed debt commitment letters letter (such commitment letter, including all exhibits, schedules, annexes, supplements and amendments thereto, the “Debt Commitment Letter”) and (ii) and executed fee letter related thereto (the “Fee Letter”) (provided that provisions in the Fee Letter may be redacted in a customary manner), in each case, dated the date hereof, issued to Buyer by Xxxxx Fargo Bank, National Association and Xxxxx Fargo Securities, LLC (such Debt Commitment Letter and Fee Letter, as each may be amended, modified, supplemented or replaced from time to time to the extent permitted or required by Section 6.5, the “Debt Financing Commitment”) in connection with the debt financing of the transactions contemplated hereby (the “Debt Commitment Letters”) from the lenders named therein (the “LendersFinancing”), pursuant to which the Lenders lenders party thereto have committed, subject to the terms and conditions set forth thereinthereof, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” andwhich, taken together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand of Buyer, is in no event less than the Cash Consideration Amount, plus, without duplication, any amounts required to be paid by Buyer or its Affiliates pursuant to the Fee Letter (as of the date hereof defined below) and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement hereby and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under by Buyer or its Affiliates) (such amount together with the Financing Commitments on or prior to Cash Consideration Amount, the date hereof have been paid and, as “Required Amount”). Buyer acknowledges that Buyer’s performance of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company its obligations under this Agreement, there Agreement is no fact or occurrence known not contingent upon the availability of financing to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 Financing CommitmentsBuyer.

Sufficient Funds. Section 5.9 of Parent has delivered to the Parent Disclosure Schedule sets forth Company complete and accurate copies of (a) an executed commitment letters letter (the “Debt Commitment LettersLetter”) from the lenders named therein Credit Suisse Securities (USA) LLC, Credit Suisse AG, HSBC Securities (USA) Inc., HSBC Bank USA, National Association, and Australia and New Zealand Banking Group Limited (the “Lenders”), pursuant to which the Lenders have committed, on the terms and subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Polaris Bridge Finance 1 LLC, a Delaware limited liability company and a wholly-owned Subsidiary of an Affiliate of Parent (“Bridge Xxxxx”), a wholly-owned Subsidiary of Bridge Xxxxx, Xxxxxxxx Group Issuer Inc., Xxxxxxxx Group Issuer LLC and Xxxxxxxx Group Issuer (Luxembourg) S.A. (collectively, the “Bridge Loan Borrowers”) for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and ), (b) an executed commitment letter (the “Equity Affiliate Commitment Letter” and, together with the Debt Commitment LettersLetter, the “Financing Commitments”) from the investors named therein (the “Investors”)Investor, pursuant to which the Investors have Investor has committed to invest the 36 amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Affiliate Financing” and, together with the Debt Financing, the “Financing”) and (c) the fee letter associated with the Debt Commitment Letter (the “Fee Letter”) (it being understood that such letter has been redacted to omit the fee amounts provided therein). The Equity Affiliate Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. Bridge Xxxxx is an Affiliate, but not a direct or indirect Subsidiary, of Parent. As of the date hereof, and, to Parent’s knowledge as of the date hereof of existing plans and intentions, as of the Closing, subject to the satisfaction of the conditions to Parent’s obligation to consummate the Merger set forth in Article VII hereof and the accuracy in all material respects of the representations and warranties set forth in the penultimate sentence of Section 4.5(a), the funds provided by the Financing, together with Parent’s and the Company’s consolidated cash on hand (as of the date hereof and as of the Effective Time), are will be, if funded at Closing, sufficient to fully fund all of Parent’s and Sub’s obligations under this AgreementAgreement in compliance with the terms hereof and the terms of the indebtedness of Parent or the Company or their respective Subsidiaries, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in (i) the Financing CommitmentsCommitments and (ii) Section 2 of the Affiliate Commitment Letter, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors Investor to fund the Equity Affiliate Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors Investor to reduce the amount of the Equity Affiliate Financing or that could otherwise affect the availability of the Debt Financing or the Equity Affiliate Financing. The Equity Affiliate Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and Bridge Xxxxx and, to the knowledge of Parent, all other parties thereto. There are no contractual or, as of the date hereof, legal restrictions that would prohibit the Bridge Note Issuers (as defined in Annex III to Exhibit B of the Debt Commitment Letter) from causing the full amount of the proceeds of the unsecured bridge loans and the proceeds of the Bridge Notes (as defined in Annex III to Exhibit B of the Debt Commitment Letter), if received by the Bridge Note Issuers, to be made available to Merger Sub in connection with the consummation of the transactions contemplated hereby. The administrative agent fee letter associated with the Debt Commitment Letter does not contain any conditions precedent to the funding of the bridge facilities contemplated by the Debt Commitment Letter or the issuance by certain Subsidiaries of Parent of senior secured notes and senior notes as contemplated by the Debt Commitment Letter. As of the date hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurateinaccurate in any material respect. Assuming no breach or default by the 37 Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and and, subject to such assumption, neither Parent nor Sub has reason to believe as of the date hereof 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 Financing Commitments.

Sufficient Funds. Section 5.9 Assuming (i) the satisfaction of the Parent Disclosure Schedule sets forth complete and accurate copies of (a) executed commitment letters (the “Debt Commitment Letters”) from the lenders named therein (the “Lenders”), pursuant to which the Lenders have committed, subject to the terms and conditions set forth thereinin Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but which conditions are capable of and would be satisfied at the Closing) and (ii) the satisfaction of the Financing Conditions, the net proceeds of the Financing (both before and after giving effect to lend the amounts set forth therein exercise of any or all “market flex” provisions related thereto), when funded in accordance with the Commitment Letters on the Closing Date will be sufficient to Parent for the purpose of funding consummate the transactions contemplated by on the Closing Date, including for the payment of the Required Amount. As of the date of this Agreement (Agreement, Parent has delivered to the “Company a true and complete copy of the executed Debt Financing”) Commitment Letter and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, and as neither of the ClosingCommitment Letters has been modified, the funds provided by the Financingamended or altered, together with Parent’s cash on hand (and, as of the date hereof and as hereof, the respective commitments contained in the Commitment Letters have not been withdrawn or rescinded in any respect. Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the Required Amount or transactions contemplated by this Agreement and that would contain any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no additional conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements contingencies that would permit the Lenders to reduce the total amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Guarantors to reduce the total amount of the Equity FinancingFinancing to an amount less than the Required Amount, other than as set forth in the Commitment Letters, the fee letters and/or the engagement letters related thereto. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of the Parent, each other party thereto, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has not been withdrawn fully paid (or terminated or otherwise amended or modified in caused to be paid) any respect. All and all commitment fees and other fees required to be paid under the Financing Commitments amounts that are due and payable on or prior to the date hereof have been paid and, as of this Agreement in connection with the Financing. As of the date hereof, to the knowledge of Parent, there is no fact event has occurred that, with or occurrence existing that without notice, lapse of time, or both, would make reasonably be expected to constitute a failure to satisfy a condition precedent on the part of Parent or Merger Sub or any other party thereto under the terms and conditions of the statements (including assumptions) Commitment Letters. As of the date hereof, assuming satisfaction of the conditions set forth in any Section 7.2 and completion of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this AgreementMarketing Period, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing does not to be satisfied at or before the Effective Time, and neither Parent nor Sub has have any reason to believe that it (i) any of the conditions to the Financing will be unable to satisfy on a timely basis any term or condition of closing to not be satisfied by it contained in or (ii) the Financing Commitmentswill not be available to Parent and Merger Sub on the Closing Date. There are no conditions precedent related to the funding or investing (as applicable) of the Financing other than the Financing Conditions. Subject to the terms and conditions of this Agreement (including Article VIII and Section 9.15), Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Sub.

Sufficient Funds. Section 5.9 of the Buyer has delivered to Seller Parent Disclosure Schedule sets forth true, correct and complete and accurate copies of (ai) the executed equity commitment letters, dated as of the date hereof, among Buyer and Vatera Healthcare Partners LLC and JWC Rib-X, LLC, respectively (together with their respective officers, employees, directors, affiliates, partners, controlling parties, advisors, agents and representatives, the “Equity Financing Sources”) (including any replacement or amendment thereof (that does not adversely affect or delay in any material respect the ability of Buyer to fund the Purchase Price at Closing), the “Equity Commitment Letters”), (ii) the executed commitment letters letter, dated as of the date hereof, among Deerfield Private Design Fund IV, L.P. (together with its officers, employees, directors, affiliates, partners, controlling parties, advisors, agents and representatives, the “Debt Commitment LettersFinancing Sources” and, together with the Equity Financing Sources, the “Financing Sources”) from and Buyer, together with each related fee letter (with customary redactions only with respect to fee amounts and the lenders named therein (economic terms of the “Lenders”)market flex” provisions and nothing which would affect the amount or availability of the Debt Financing) (collectively, pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Equity Commitment Letters, the “Financing Commitments”) from the investors named therein (the “InvestorsCommitment Letters”), pursuant to which and (iii) all registration rights agreements and other agreements entered into by the Investors have committed to invest Equity Financing Sources in connection with the amounts Transactions. The Commitment Letters will provide financing in an aggregate amount set forth therein, and subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, Letters provide that the Company Seller Parent is a third-party beneficiary thereof. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment the Commitment Letters have not been amended or modified in any manner, and, to Buyer’s Knowledge, no amendment or modification of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties theretocontemplated. As of the date hereofof this Agreement, each the Commitment Letters have not been terminated, reduced, withdrawn or rescinded in any respect and, to Buyer’s Knowledge, as of the Financing Commitments date of this Agreement, no such termination, reduction, withdrawal or rescission is contemplated. Buyer has paid in full any all fees, expenses and other amounts in connection with the Commitment Letters that are payable on or prior to the date of this Agreement and, as of the date of this Agreement, the Commitment Letters are in full force and effect and has not been withdrawn or terminated or otherwise amended or modified are -67- the valid, binding and enforceable (in any respect. All commitment and other fees required accordance with their terms) obligations of Buyer and, to be paid under the Financing Commitments on or prior to the date hereof have been paid andBuyer’s Knowledge, as of the date hereof, the other parties thereto, subject to the knowledge applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors rights and remedies generally. Buyer is unaware of Parent, there is no any fact or occurrence existing on the date of this Agreement that would reasonably be expected to make any of the assumptions or any of the statements (including assumptions) set forth in any the Commitment Letters to be incorrect or ineffective. Assuming compliance by Sellers of their obligations under this Agreement (including cooperation and assistance by Sellers with respect to the Debt Financing) and based upon facts and events known by Buyer as of the Financing Commitments inaccurate. Assuming no breach or default by the Company under date of this Agreement, there Buyer believes that the conditions to the funding contemplated by the Commitment Letters will be satisfied, and Buyer is no not aware of the existence of any fact or occurrence known to Parent or Sub event as of the date of this Agreement that would reasonably be expected to cause such conditions to funding not to be satisfied. There are no conditions precedent to the funding of the full amount of the Financing, other than as set forth in the Commitment Letters. The net proceeds contemplated by the Commitment Letters, together with available cash on hand at Buyer and its Controlled Affiliates, will, in the aggregate, be sufficient for Buyer to pay all of the Guaranteed Payments and all related fees and expenses required to be paid as of the Closing by Buyer. 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 affect the amount or availability of the Financing contemplated by the Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount (or any portion) of the Financing (including any condition relating to the availability of the Debt Financing relating to any “flex” provision), other than as expressly set forth in the Commitment Letters delivered to Seller Parent pursuant to this Section 5.12. As of the date of this Agreement and assuming the satisfaction or waiver (to the extent permitted by Law) of the conditions to funding Buyer’s obligation to consummate the Transactions, (a) no event has occurred which (with or without notice, lapse of time or both) could constitute a default or breach or failure to satisfy a condition by Buyer under the terms and conditions of the Financing Commitment Letters and (b) Buyer does not to be satisfied at or before the Effective Time, and neither Parent nor Sub has have any reason to believe that it any of the conditions to the Financing will not be unable to satisfy satisfied by Buyer on a timely basis any term or condition of closing to be satisfied by it contained in that the Financing Commitmentswill not be available to Buyer on the date of the Closing. For the avoidance of doubt, it is not a condition to Closing under this Agreement for Buyer to obtain the Financing or any Alternative Financing.

Sufficient Funds. Section 5.9 (a) Concurrently with the execution of this Agreement, Parent has delivered to the Parent Disclosure Schedule sets forth Company a complete and accurate copies copy of (a) executed commitment letters (the “Debt Commitment Letters”) from the lenders named therein (the “Lenders”), pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”)) to Parent, pursuant to which the Investors have committed to invest in Parent the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereofthereof and is entitled to enforce such agreement. As of the date hereof, and as of the Closing, the funds provided to Parent and/or Purchaser by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and SubPurchaser’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Option Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any the discharge or refinancing of all indebtedness of Parent or the Company or their respective and the Company Subsidiaries in connection therewith. Except as set forth in the Financing CommitmentsEquity Commitment Letter, there are no conditions precedent to the respective obligations of the Lenders parties thereto to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders parties to the Equity Commitment Letter to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties theretoInvestors. As of the date hereof, each of the Financing Commitments Equity Commitment Letter is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All No commitment and fees or other fees were required to be paid under the Financing Commitments Equity Commitment Letter on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments Equity Commitment Letter inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub Purchaser as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub Purchaser has 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 Financing CommitmentsEquity Commitment Letter.

Sufficient Funds. Section 5.9 Prior to the date of this Agreement, Parent has delivered to the Parent Disclosure Schedule sets forth complete Company complete, correct and accurate executed copies of (ai) executed commitment letters (the “Debt Commitment Letters”) letter dated January 18, 2006, from the lenders named therein (the “Lenders”)Banc of America Securities LLC, Banc of America Bridge LLC, Bank of America, N.A., Bear Stxxxxx & Co. Inc. and Bear Stxxxxx Xorporate Lending Inc., pursuant to which the Lenders parties thereto have committed, subject to the terms and conditions set forth therein, to lend provide or cause to be provided debt financing of up to $2,075,000,000 in connection with the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement Transactions (the “Debt Financing”Commitments” ) and (bii) executed commitment the letter dated January 18, 2006, from Baxx Xapital Fund VIII, L.P. (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing CommitmentsBain”) from the investors named therein (the “Investors”), pursuant to which the Investors Bain and or its Affiliates have committed to invest the amounts set forth thereincommitted, subject to the terms and conditions set forth therein therein, to provide or cause to be provided equity financing of up to $500,000,000 in connection with the Transactions (the “Equity FinancingCommitment” and, together with the Debt FinancingCommitments, the “Financing Commitments”), with respect to the financing of the Transactions (the “Financing”), including all exhibits, schedules or amendments thereto. The Equity Commitment Letter providesFinancing Commitments are in full force and effect, and will continue there are no conditions precedent related to provide, that the Company is a third-party beneficiary thereof. As funding of the date hereof, and as full amount of the Closing, the funds provided by the Financing, together with Parent’s other than as set forth in or expressly contemplated by the Financing Commitments. The aggregate proceeds contemplated by the Financing Commitments will be sufficient for Parent and Merger Sub to pay for all outstanding Shares converted into cash on hand (as pursuant to the Merger, to make all payments in respect of the date hereof and as of the Effective Time)all Company Options, are sufficient to fully fund all of perform Parent’s and Merger Sub’s other obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration Agreement and Performance Award Consideration and payment of to pay all fees and expenses related to the transactions contemplated Transactions payable by this Agreement either of them. Assuming the accuracy of the representations and any refinancing warranties of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing CommitmentsArticle IV, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, Parent and neither Parent nor Merger Sub has have no reason to believe that it any of the conditions precedent to the Financing will be unable to satisfy on a timely basis any term or condition of closing to not be satisfied by it contained in connection with the consummation of the Transactions or that the Financing Commitmentswill not be available to Parent and/or Merger Sub on the Closing Date.

Sufficient Funds. Section 5.9 of the Parent Disclosure Schedule sets forth complete and accurate copies of (a) On or prior to the date hereof, Parent has delivered to the Company a true, correct and complete copy of (1) the executed commitment letters letter (including all exhibits, schedules, annexes and amendments thereto) from White Oak Global Advisors, LLC, together with the term sheet and a redacted copy of the executed fee letter, dated as of the date of this Agreement, among Parent, the other parties thereto and White Oak Global Advisors, LLC (with the fee letter customarily redacted with respect to fee amounts, pricing caps and other economic terms (other than covenants), but without redacting provisions that would adversely affect the amount or availability of the Debt Financing) and other agreements (collectively, the “Debt Commitment Letters”) from the lenders named therein (the “LendersLetter”), pursuant to which the Lenders have committedwhich, and subject to the terms and conditions set forth thereinthereof, the lender party thereto has committed to lend the amounts set forth therein to Parent or another wholly owned Affiliate as set forth in the Debt Commitment Letter for the purpose of funding the transactions contemplated by this Agreement (together with any substitute or alternative debt financing pursuant to Section 6.11(c), the “Debt Financing”) ), and (b2) the executed equity commitment letter letter, dated as of the date hereof (the “Equity Commitment Letter” and, together with the Debt Commitment LettersLetter, the “Financing Commitments”) from the investors named therein Privet Capital Investments II, LP (the “InvestorsPCI II”), ) pursuant to which the Investors have committed to invest the amounts set forth thereinPCI II has committed, subject to the terms and conditions of the Equity Commitment Letter, to invest or cause to be invested, directly or indirectly through one or more intermediate entities, the amounts set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, provides that the Company is a third-third party beneficiary thereof. As of thereof and is entitled to enforce such agreement on the date hereof, terms and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related subject to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 Financing Commitmentstherein.

Sufficient Funds. At the Closing, Buyer will have sufficient cash, available lines of credit or other sources of funds immediately available to it, without requiring the prior consent, approval or other discretionary action of any third party, to consummate the transactions contemplated hereby, including the payment of: (i) the Purchase Price required under Section 5.9 2.05(a), and (ii) all fees and expenses to be paid by Buyer in connection with the transactions contemplated hereby (collectively, the “Transaction Payments”). Buyer has delivered to Seller a true and complete copy of: (i) an executed Senior Facilities Agreement, dated as of the Parent Disclosure Schedule sets forth complete date hereof and accurate copies of attached hereto as Exhibit E (aas in effect on the date hereof, the “Senior Facilities Agreement”), from Metric MTS III Sàrl, a limited liability company (société à responsabilité limitée) executed commitment letters incorporated in Luxembourg with registered number B244305 (the “Debt Commitment LettersLender”) from the lenders named therein (the “Lenders”), pursuant to which which, upon the Lenders have committed, terms and subject to the terms and conditions set forth therein, the Lender has committed to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (bii) an executed equity commitment letter letter, dated as of the date hereof and attached hereto as Exhibit F (the “Equity Commitment Letter” and, together with the Debt Commitment LettersSenior Facilities Agreement, the “Financing Commitments”) from the investors named therein (the “InvestorsCommitment Letters”), from the Investor pursuant to which which, upon the Investors have terms and subject to the conditions set forth therein, the Investor has committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is are in full force and effect and has have not been withdrawn withdrawn, rescinded or terminated terminated, or otherwise amended amended, supplemented or modified in any respect. All commitment The Commitment Letters, in the forms so delivered, are legal, valid, binding and enforceable obligations of Buyer and the Investor and the Lender, as applicable (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other fees required laws affecting creditors’ rights generally and general principles of equity). Buyer expressly acknowledges that Buyer’s ability to be paid under obtain financing (including the Financing Commitments on or prior Financing) is not a condition to the date hereof have been paid andobligations of Buyer hereunder. Neither Buyer nor any of its Affiliates has entered into any agreement, side letter or other arrangement relating to the financing of the Transaction Payments or transactions contemplated by this Agreement, other than as set forth in the Commitment Letters and the fee letters related thereto. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Buyer or the Investor or Lender, as of the date hereofapplicable, to the knowledge of Parent, there is no fact or occurrence existing that would make under any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurateCommitment Letters. Assuming Buyer has no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any term of the Commitment Letters. The proceeds of the Financing will be sufficient to consummate the transactions contemplated hereby, including the making of all Transaction Payments. Buyer has fully paid (or condition of closing caused to be satisfied by it 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 Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than the Financing Conditions. The only conditions precedent or other contingencies relating to the funding of the Debt Financing on the Closing Date that will be included in the Debt Financing Documents shall be the Financing Conditions contained in the Senior Facilities Agreement. Buyer has no reason to believe that (i) any of the Financing CommitmentsConditions will not be satisfied or (ii) the Financing will not be made available to Buyer on the Closing Date.

Sufficient Funds. Section 5.9 Parent will have and Parent will make available to Purchaser at the Effective Time, sufficient funds to consummate the Transactions (including sufficient funds necessary to acquire all shares of the Company Common Stock pursuant to the Offer, the Top-Up Option and the Merger, as the case may be, to perform Parent’s and Purchaser’s other obligations under this Agreement, to repay all of the Company’s outstanding indebtedness and to pay all fees, expenses and other amounts related to the Transactions payable by either of them). Prior to the date of this Agreement, Parent Disclosure Schedule sets forth complete has delivered to the Company complete, correct and accurate executed copies of (a) executed all financing agreements and/or commitment letters (the “Debt Commitment Letters”) from the lenders named therein (the “Lenders”), pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject with respect to the terms and conditions set forth therein financing of the Transactions (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Considerationall exhibits, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent schedules or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties amendments thereto. As of the date hereof, each of the Financing Commitments is in full force and effect and has have not been withdrawn or terminated or otherwise amended or modified in any respect, no such amendment or modification is contemplated and the commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect. All commitment The Financing Commitments are in full force and effect, are legal, valid and binding obligations of Parent and, to Parent’s Knowledge, the other parties thereto, and there are no conditions precedent or other contingences related to the funding of the full amount of the Financing, other than as set forth in or expressly contemplated by the Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Purchaser under the Financing Commitments. The aggregate proceeds contemplated by the Financing Commitments will be sufficient for Parent and Purchaser to consummate the Transactions (including sufficient funds necessary to acquire all shares of the Company Common Stock pursuant to the Offer, the Top-Up Option and the Merger, as the case may be, to pay all amounts due under the Company Credit Agreement, to perform Parent’s and Purchaser’s other obligations under this Agreement, and to pay all fees, expenses and other fees required amounts related to the Transactions or the Financing payable by either of them). The Financing Commitments contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to Parent or Purchaser on the terms therein, and Parent and Purchaser have no reason to believe that any of the conditions precedent to the Financing will not be paid satisfied in connection with the consummation of the Transactions or that the Financing will not be available to Purchaser on the Closing Date. Parent and Purchaser have obtained the consent of the lenders under the Financing Commitments on to publicly file the Financing Commitments with the SEC if requested by the SEC or prior to the date hereof have been paid andrequired by Law. Parent and Purchaser shall, as of the date hereofand shall cause CJAC to, to the knowledge of Parent, there is no fact or occurrence existing that would make comply with and accept any of the statements (including assumptions) set forth “flex” terms contained in any of the Financing Commitments inaccurate. Assuming no breach or default by as may be necessary to complete the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 Financing CommitmentsFinancing.

Sufficient Funds. Section 5.9 Parent has delivered to Xxxxxxxx a copy of the Parent Disclosure Schedule sets forth complete and accurate copies of (a) an executed commitment letters letter (the “Debt Commitment LettersLetter”) ), dated as of the date hereof, from the lenders named therein X.X. Xxxxxx Securities LLC and JPMorgan Chase Bank, N.A. (the “Lenders”), pursuant ) addressed to which Parent. Pursuant to the Lenders have committed, Debt Commitment Letter and subject to the terms and conditions set forth contained therein, the Lenders have committed to lend the amounts set forth therein provide U.S.$4.0 billion in aggregate principal amount of debt financing to Parent for on or before the purpose of funding the transactions contemplated by this Agreement Effective Date (the “Debt Financing”) and (b) executed commitment letter (). The obligations to fund the “Equity Commitment Letter” and, together with commitments under the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant Letter are not subject to which the Investors have committed to invest the amounts any condition other than those set forth therein. Parent has no knowledge of any fact or occurrence that has or would reasonably be expected to (i) make any of the assumptions or statements set forth in the Debt Commitment Letter inaccurate, subject (ii) cause the Debt Commitment Letter to be ineffective or (iii) preclude in any material respect the terms and satisfaction of the conditions set forth therein (the “Equity Financing” and, together with in the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereofLetter. As of the date hereof, and as of the Closingthis Arrangement Agreement, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed is in full force and delivered byeffect, and is a legal, valid and binding obligation of, of Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact the other parties thereto, in each case subject to the Bankruptcy and Equity Exception, and has not been amended in any material respect, and the financing and other fees that are due and payable on or occurrence existing that would make any before the date hereof under the Debt Commitment Letter have been paid in full. Subject to the terms and conditions of the statements (Debt Commitment Letter, the funds contemplated to be received pursuant to the Debt Commitment Letter or, at Parent’s option, funds received from the Permanent Financing, together with available funds including assumptions) set forth in any treasury securities issued by the United States Department of the Financing Commitments inaccurate. Assuming no breach Treasury, debt securities with a debt rating of “Baa3” or default by the Company equivalent thereof or higher from Xxxxx’x Investors Service, Inc. or its successors or a debt rating of “BBB-” or the equivalent thereof or higher from Standard & Poor’s Ratings Group Inc. or its successors, cash equivalents and credit available for such purpose under this Agreementexisting financing facilities in the aggregate amount not less than $800 million that Parent currently has on hand, there is no fact holds or occurrence known has available to it (collectively, the “Available Cash”), are sufficient to provide that the Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied will, at or before the Effective Time, have sufficient funds to pay the Cash Consideration, the Warrant Consideration, the Option Consideration and neither Parent nor Sub has reason the PSU Consideration under the Arrangement and to believe that it will be unable to satisfy on a timely basis any term or condition of closing make all other payments required to be satisfied made or caused to be made by it contained Parent pursuant to the Arrangement and in the Financing Commitmentsaccordance with Section 5.03(c) of this Arrangement Agreement.

Sufficient Funds. Section 5.9 of the Parent Disclosure Schedule sets forth complete and accurate copies of (a) executed commitment letters (the “Debt Commitment Letters”) from the lenders named therein (the “Lenders”), pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, Acceptance Time and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are Parent will have or have immediately available to it sufficient to fully fund funds (including cash, cash equivalents, available lines of credit or other sources of immediately available funds) for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including the payment of the aggregate Offer Price and Merger Consideration, Option Consideration and Performance Award Consideration the consideration in respect of the Company Options, Company Restricted Shares and payment of Company RSU Awards and to pay all related fees and expenses related required to be paid by Parent or Merger Sub pursuant to the terms of this Agreement. Parent’s and Merger Sub’s obligations hereunder, including their obligations to consummate the Merger, are not subject to a condition regarding Parent’s or Merger Sub’s obtaining of funds to consummate the transactions contemplated by this Agreement Agreement. Simultaneously with the execution and any refinancing delivery of indebtedness of this Agreement, Parent or has made available to the Company a true and correct copy of the Credit Agreement (which Credit Agreement has not been amended, restated, amended and restated or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent otherwise modified except to the respective obligations of extent consented to in writing by the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties theretoCompany). As of the date hereofof this Agreement, each of the Financing Commitments Credit Agreement is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment is a valid, binding and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid enforceable obligation of Parent and, as of the date hereof, to the knowledge of Parent, there is no fact the other parties thereto, to provide the financing contemplated thereby subject only to the satisfaction or occurrence existing that would make any waiver of the statements (including assumptions) set forth in any of relevant conditions thereunder, provided that such enforceability is subject to the Financing Commitments inaccurateEnforceability Exceptions. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as As of the date of this Agreement that Agreement, no event has occurred which, with or without notice, lapse of time, or both, would cause or would reasonably be expected to constitute a default or breach on the conditions part of Parent or, to funding the knowledge of Parent, any other parties thereto under the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 Financing CommitmentsCredit Agreement.

Sufficient Funds. Section 5.9 of Parent has delivered to the Parent Disclosure Schedule sets forth Company complete and accurate copies of (a) an executed commitment letters letter (the “Debt Commitment LettersLetter”) from the lenders named therein Credit Suisse Securities (USA) LLC, Credit Suisse AG, HSBC Securities (USA) Inc., HSBC Bank USA, National Association, and Australia and New Zealand Banking Group Limited (the “Lenders”), pursuant to which the Lenders have committed, on the terms and subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Polaris Bridge Finance 1 LLC, a Delaware limited liability company and a wholly-owned Subsidiary of an Affiliate of Parent (“Bridge Xxxxx”), a wholly-owned Subsidiary of Bridge Xxxxx, Xxxxxxxx Group Issuer Inc., Xxxxxxxx Group Issuer LLC and Xxxxxxxx Group Issuer (Luxembourg) S.A. (collectively, the “Bridge Loan Borrowers”) for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and ), (b) an executed commitment letter (the “Equity Affiliate Commitment Letter” and, together with the Debt Commitment LettersLetter, the “Financing Commitments”) from the investors named therein (the “Investors”)Investor, pursuant to which the Investors have Investor has committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Affiliate Financing” and, together with the Debt Financing, the “Financing”) and (c) the fee letter associated with the Debt Commitment Letter (the “Fee Letter”) (it being understood that such letter has been redacted to omit the fee amounts provided therein). The Equity Affiliate Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. Bridge Xxxxx is an Affiliate, but not a direct or indirect Subsidiary, of Parent. As of the date hereof, and, to Parent’s knowledge as of the date hereof of existing plans and intentions, as of the Closing, subject to the satisfaction of the conditions to Parent’s obligation to consummate the Merger set forth in Article VII hereof and the accuracy in all material respects of the representations and warranties set forth in the penultimate sentence of Section 4.5(a), the funds provided by the Financing, together with Parent’s and the Company’s consolidated cash on hand (as of the date hereof and as of the Effective Time), are will be, if funded at Closing, sufficient to fully fund all of Parent’s and Sub’s obligations under this AgreementAgreement in compliance with the terms hereof and the terms of the indebtedness of Parent or the Company or their respective Subsidiaries, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in (i) the Financing CommitmentsCommitments and (ii) Section 2 of the Affiliate Commitment Letter, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors Investor to fund the Equity Affiliate Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors Investor to reduce the amount of the Equity Affiliate Financing or that could otherwise affect the availability of the Debt Financing or the Equity Affiliate Financing. The Equity Affiliate Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and Bridge Xxxxx and, to the knowledge of Parent, all other parties thereto. There are no contractual or, as of the date hereof, legal restrictions that would prohibit the Bridge Note Issuers (as defined in Annex III to Exhibit B of the Debt Commitment Letter) from causing the full amount of the proceeds of the unsecured bridge loans and the proceeds of the Bridge Notes (as defined in Annex III to Exhibit B of the Debt Commitment Letter), if received by the Bridge Note Issuers, to be made available to Merger Sub in connection with the consummation of the transactions contemplated hereby. The administrative agent fee letter associated with the Debt Commitment Letter does not contain any conditions precedent to the funding of the bridge facilities contemplated by the Debt Commitment Letter or the issuance by certain Subsidiaries of Parent of senior secured notes and senior notes as contemplated by the Debt Commitment Letter. As of the date hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurateinaccurate in any material respect. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and and, subject to such assumption, neither Parent nor Sub has reason to believe as of the date hereof 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 Financing Commitments.

Sufficient Funds. Section 5.9 of The Buyer has delivered to the Parent Disclosure Schedule sets forth Sellers true and complete and accurate copies of (ai) executed the commitment letters letter, dated November 7, 2006 among the Buyer, UBS Loan Finance LLC, UBS Securities LLC, Credit Suisse Securities (USA) LLC and Credit Suisse, Cayman Islands Branch (the “Debt Commitment Letters”) from the lenders named therein (the “Lenders”), pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt FinancingLetter”) and (biii) executed the equity commitment letter letter, dated as of the date hereof, between the buyer and Onex Partners II LP (the “Equity Commitment Letter” and, together with the Debt Commitment LettersLetter, the “Financing Commitments”) from the investors named therein (the “InvestorsCommitment Letters”). None of the Commitment Letters has been amended or modified prior to the date of this Agreement, pursuant and the respective commitments contained in the Commitment Letters have not been withdrawn or rescinded in any respect. The Commitment Letters are in full force and effect. There are no conditions precedent or other contingencies related to which the Investors have committed to invest funding of the full amounts set forth thereinin the Commitment Letters, subject other than as set forth in the Commitment Letters. The aggregate proceeds to be disbursed pursuant to the terms and conditions set forth therein (agreements contemplated by the “Equity Financing” andCommitment Letters will be sufficient for the Buyer to consummate the Contemplated Transactions, together with the Debt Financing, the “Financing”). The Equity Commitment Letter providesincluding paying all amounts payable under this Agreement, and will continue to provide, that the Company is a third-party beneficiary thereofpay all related fees and expenses. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are Buyer has no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has reason to believe that it any of the conditions to the financing contemplated by the Commitment Letters that are in the Buyer’s or its Affiliates’ control will be unable to satisfy on a timely basis any term or condition of closing to not be satisfied by it contained in or that such financing will not be available to the Financing CommitmentsBuyer on the Closing Date.

Sufficient Funds. Section 5.9 of the Parent Disclosure Schedule sets forth complete and accurate copies of (a) executed commitment letters (the “Debt Commitment Letters”) from the lenders named therein (the “Lenders”)has made adequate arrangements to ensure that, pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of at the Effective Time), are the Purchaser shall have available cash sufficient to fully fund all pay in full the aggregate Consideration for Shares and the aggregate amount payable in respect of Parent’s the In-The-Money Options and Sub’s obligations under DSUs pursuant to the Arrangement in accordance with the terms of this Agreement, including payment of and to make all other payments required to be made by the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to Purchaser or the Parent in connection with the transactions contemplated by this Agreement and any refinancing to pay all related fees and expenses for which the Purchaser or the Parent is responsible under the terms of indebtedness the Agreement. Prior to the execution and delivery of this Agreement, the Parent or the Purchaser has delivered to the Company or their respective Subsidiaries true and complete fully-executed copies of a commitment letter (the "Commitment Letter") dated January 23, 2012 made by a lender (the "Lender"), evidencing the availability of committed credit facilities in favour of the Parent, pursuant to which the Lender has agreed to provide the Parent with debt financing (the "Debt Financing"), for the sole purpose of funding amounts payable by the Purchaser and the Parent in connection therewithwith or pursuant to the Arrangement. Except as The commitments described in the Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financingtherein. There are no other agreements, side letters or arrangements that would permit the Lenders Lender to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could would otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter is in full force and effect, has not been duly executed and delivered byamended, restated, modified, withdrawn, terminated or otherwise modified or varied and is a legal, valid and binding obligation ofof the Purchaser, the Parent and the Investor Lender, as applicable, no amendment or Investors party theretomodification to the Commitment Letter is contemplated (provided that the Parent may (i) amend the Commitment Letter to add lenders, and each lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Commitment Letter or (ii) otherwise amend the Commitment Letter so long as such amendment would not reasonably be expected to delay or prevent the completion of the Debt Commitment Letters has been duly executed Arrangement and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As the consummation of the date hereof, each transactions contemplated by this Agreement and the terms of the Financing Commitments is in full force and effect and has Commitment Letter as so amended are not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior materially less beneficial to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of with respect to conditionality, than the statements (including assumptions) set forth terms in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub Commitment Letter as of in effect on the date of this Agreement), and no event has occurred or circumstance exists, including the execution, delivery and performance of this Agreement that or the consummation of the transactions contemplated hereby, which, with or without notice, lapse of time or both, would cause or would reasonably be expected to (x) constitute a default or breach on the part of the Purchaser or the Parent under the Commitment Letter or (y) constitute or result in a failure to satisfy any condition precedent set forth in the Commitment Letter assuming satisfaction or waiver of the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 set forth in the Financing Commitments.Section 6.1 and

Sufficient Funds. Section 5.9 of the The Purchasing Parties have delivered to Seller Parent Disclosure Schedule sets forth true and complete and accurate copies of (ai) an executed commitment letters letter from Purchaser Guarantor (the “Debt Commitment LettersEquity Funding Letter”) from the lenders named therein to provide equity financing in an aggregate amount of at least $345,500,000 (the “LendersEquity Financing”) and (ii) executed debt commitment letters from Citigroup Global Markets Inc. (the “Financing Commitments”), pursuant to which the Lenders have committed, subject Citigroup Global Markets Inc. has agreed to the terms and conditions set forth therein, provide or cause to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement be provided at least $505,000,000 at Closing (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” , and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter providesPurchasing Parties have disclosed and made available to the Selling Parties all other agreements, and will continue arrangements or understandings (whether oral or written) related to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (provided that the Purchasing Parties may redact in such documents the fee amounts payable to their financing sources under the Financing Commitments. Such fee amounts are customary for debt financings similar to the Debt Financing. Except as otherwise permitted by this Agreement, none of the Equity Funding Letter or Financing Commitments has been or will be amended or modified, and the respective commitments contained in the Equity Funding Letter and the Financing Commitments have not been withdrawn or rescinded in any respect as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related . Except to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries extent amended in connection therewith. Except as set forth in the Financing Commitmentsaccordance with its terms, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Funding Letter has been duly executed is in full force and delivered by, effect and is a legal, valid and binding obligation of, Parent of the Purchasing Parties that are party thereto and the Investor or Investors other party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each Each of the Financing Commitments is in full force and effect and is a legal, valid and binding obligation of the Purchasing Parties and, to the knowledge of the Purchasing Parties, the other parties thereto. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchasing Parties or their respective Affiliates under any term or condition of the Equity Funding Letter or the Financing Commitments. There are no conditions precedent relating to the funding of the full amount of the Financing, other than as set forth in the Equity Funding Letter and the Financing Commitments. As of the date of this Agreement, the Purchasing Parties have no reason to believe that any of the conditions relating to the funding of the full amount of the Financing will not been withdrawn be satisfied on or terminated prior to the Closing Date. The Purchasing Parties have fully paid any and all commitment fees or otherwise amended or modified in any respect. All commitment and other fees required by the Financing Commitments to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause and shall in the conditions to funding of future pay any such fees as they become due. The Financing, when funded in accordance with the Financing not to be satisfied at or before the Effective Time, Equity Funding Letter and neither Parent nor Sub has 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 Financing Commitments, will provide Purchaser with funds sufficient to consummate the Acquisition and the other transactions contemplated by this Agreement and to pay all related fees and expenses. The fees and expenses of the Purchasing Parties in connection with the Acquisition, the Financing and any related transactions will not exceed the amount set forth on Section 4.05 of the Company Disclosure Letter.

Sufficient Funds. Section 5.9 The Purchaser will have available to it at the Closing sufficient funds to enable the Purchaser to pay in full at the Closing the entire amount of the Parent Disclosure Schedule sets forth complete Purchaser’s Purchase Price in immediately available cash funds. The Purchaser is a party to and accurate copies of (a) has accepted a fully executed commitment letters letter, dated as of the date hereof (the “Debt Equity Commitment LettersLetter”) ), from the lenders named therein a certain Persons (the “LendersInvestors”), ) pursuant to which the Lenders Investors have committedagreed, subject to the terms and conditions thereof, to invest in Purchaser the amounts set forth therein. The Equity Commitment Letter provides that the Company is a third-party beneficiary thereof, in accordance with and subject to the terms and conditions set forth therein, and is entitled to lend enforce such agreement. The equity financing committed pursuant to the amounts set forth therein Equity Commitment Letter is referred to Parent for the purpose of funding the transactions contemplated by in this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (as the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Purchaser has delivered to the Company a true, complete and correct copy of the executed Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewithLetter. Except as expressly set forth in the Financing CommitmentsEquity Commitment Letter, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund provide the Equity Financing. There are no other agreements, side letters Financing or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, any contingencies that would permit the Investors to reduce the total amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a constitutes the legal, valid binding and binding obligation of, Parent and the Investor or Investors party thereto, and each enforceable obligations of the Debt Commitment Letters has been duly executed Purchaser and delivered by, all the other parties thereto and is a legal, valid in full force and binding obligation of, Parent and all other parties theretoeffect. As of the date hereofof this Agreement, each of the Financing Commitments is in full force and effect and Equity Commitment Letter has not been modified, amended or altered, no such amendment, modification, or alteration is contemplated and none of the commitments under the Equity Commitment Letter have been terminated, reduced, withdrawn or terminated or otherwise amended or modified rescinded in any respect. All commitment and other fees required to The Equity Commitment Letter will not be paid under amended, modified or altered at any time through the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 Financing CommitmentsClosing.

Sufficient Funds. Section 5.9 5.10 of the Parent Purchaser Disclosure Schedule sets forth as of the date hereof a complete and accurate copies copy of (a) executed commitment letters (the “Debt Commitment Letters”) from the lenders named therein (the “Lenders”), pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors investor named therein (the “InvestorsInvestor”), pursuant to which the Investors have Investor has committed to invest the amounts set forth therein, subject to the terms and conditions amount set forth therein (the “Equity Financing” and”), (b) the executed commitment letter (the “Debt Commitment Letter”) from the lender named therein (the “Lender”) pursuant to which the Lender has agreed to lend the amounts set forth therein (the “Debt Financing”, and together with the Debt Equity Financing, the “Financing”), (c) the executed Contribution Agreement and (d) the executed Rollover Agreement. The Equity Subject to the terms and conditions of the Debt Commitment Letter providesand this Agreement, and will continue to provide, that the Company is a third-party beneficiary thereof. As aggregate proceeds of the date hereof, and as of the Closing, the funds provided by the Financing, Financing together with ParentPurchaser’s cash on hand (as of the date hereof hereof, as of the Acceptance Date and as of the Effective Time), are Closing Date) as of the Closing will be sufficient to fully fund all of ParentPurchaser’s and Sub’s obligations under this Agreement, including payment of the aggregate Offer Price, the Merger Consideration, the Option Consideration Consideration, the repurchase of the Convertible Notes in accordance with a “Fundamental Change” offer to be made pursuant to the terms of the Indenture (assuming all holders of Convertible Notes accept such offer) and Performance Award Consideration and the payment of all fees and expenses related to the transactions contemplated by this Agreement Contemplated Transactions and any refinancing of indebtedness of Parent or which are due at the Company or their respective Subsidiaries in connection therewithClosing. Except as set forth in the Financing Commitments, there There are no (i) conditions precedent to the respective obligations obligation of the Lenders to fund the Debt Financing or of the Investors Investor to fund the Equity Financing, (ii) conditions precedent to the obligations of the Contributing Stockholders to contribute their Excluded Shares to Sub prior to the Effective Time, (iii) conditions precedent to the obligations of the stockholders under the Rollover Agreements to transfer their Rollover Shares to Sub prior to the Effective Time, or (iv) material or substantive conditions precedent to the obligation of the Lender to fund the Debt Financing, in each case other than as stated in the Equity Commitment Letter, the Debt Commitment Letter, the Contribution Agreement and the Rollover Agreements, as applicable. There are no other agreements, side letters or arrangements that would permit Investor or the Lenders to reduce the amount of the Debt Financing, that would permit the Investors Lender to reduce the amount of the Equity Financing or the Debt Financing, respectively, or that could otherwise affect the availability of the Equity Financing or the Debt Financing or that could prevent or delay the Equity Financingtransactions contemplated by the Contribution Agreement or the Rollover Agreements. The Equity Commitment Letter has been duly executed and delivered by, and is a valid and binding obligation of, Purchaser and Investor, subject to the Enforceability Exceptions. The Debt Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent Purchaser and the Investor or Investors party theretoLender, and each of subject to the Debt Commitment Letters Enforceability Exceptions. The Contribution Agreement has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent Purchaser and all other parties theretothe Contributing Stockholders as well as their respective heirs, beneficiaries, devises, legatees and others claiming any right or interest through such stockholder. The Rollover Agreements have been duly executed and delivered by, and are a valid and binding obligation of, Purchaser and the stockholders named therein as well as their respective heirs, beneficiaries, devises, legatees and others claiming any right or interest through such stockholder. As of the date hereof, the Equity Commitment Letter, the Debt Commitment Letter, the Contribution Agreement and each of the Financing Commitments is Rollover Agreement are in full force and effect and none of the foregoing has not been withdrawn or terminated or otherwise amended or modified in any respect. The terms of the Contribution Agreement shall not be amended, modified or waived after the date hereof in a manner that would reasonably be expected to change, delay or prevent the contributions thereunder immediately prior to the Acceptance Time or the Closing, as applicable, or delay or prevent the Closing. The Equity Commitment Letter does not violate the fund documents of the applicable Investor and such Investor has the ability to make capital calls sufficient to satisfy its obligations under the Equity Commitment Letter. The terms of the Rollover Agreements shall not be amended, modified or waived after the date hereof in a manner that would reasonably be expected to change, delay or prevent the transfers thereunder immediately prior to the Acceptance Time or the Closing, as applicable, or delay or prevent the Closing. All commitment and other fees required to be paid under the Financing Commitments Equity Commitment Letter or the Debt Commitment Letter on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of ParentPurchaser, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in the Equity Commitment Letter, the Debt Commitment Letter, the Contribution Agreement or the Rollover Agreements inaccurate or which could, with or without notice, lapse of time or both, constitute a default or breach on the part of Purchaser, Investor, Lender or Sub or any other member of the Financing Commitments inaccuratePurchaser Group of any term thereunder. Assuming no breach or default by Concurrently with the execution of this Agreement, Purchaser and Sub have caused to be delivered to the Company a guarantee in the form attached hereto as Exhibit B (the “Guarantee”), pursuant to which Xxxxx Opportunistic Equity Fund, L.P., Xxxxx Opportunistic Equity Fund I-B, L.P., Xxxxx Opportunistic Equity Fund (TI), L.P., Xxxxx Opportunistic Equity Fund I-B (TI), L.P., and Xxxxx Traverse Partners LLC and Xxxxx Opportunistic Equity Fund II, L.P. (collectively, the “Guarantors”) are obligated, on the terms and subject to the conditions specified therein, with respect to the prompt and complete payment of Purchaser’s payment obligations under this AgreementSection 8.2(c) and Section 8.2(f). The Guarantee has been duly authorized, executed and delivered by, and is a legal, valid and binding obligation of, the Guarantors, subject to the Enforceability Exceptions, and is in full force and effect. All commitment and other fees required to be paid under the Guarantee on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Purchaser, there is no fact or occurrence known to Parent existing that would make any of the statements (including assumptions) set forth in the Guarantee inaccurate or which could, with or without notice, lapse of time or both, constitute a default or breach on the part of Purchaser, any Guarantor or Sub as or any other member of the date Purchaser Group of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 Financing Commitmentsthereunder.

Sufficient Funds. Section 5.9 of the Buyer has delivered to Seller Parent Disclosure Schedule sets forth true, correct and complete and accurate copies of (ai) the executed equity commitment letters, dated as of the date hereof, among Buyer and Vatera Healthcare Partners LLC and JWC Rib-X, LLC, respectively (together with their respective officers, employees, directors, affiliates, partners, controlling parties, advisors, agents and representatives, the “Equity Financing Sources”) (including any replacement or amendment thereof (that does not adversely affect or delay in any material respect the ability of Buyer to fund the Purchase Price at Closing), the “Equity Commitment Letters”), (ii) the executed commitment letters letter, dated as of the date hereof, among Deerfield Private Design Fund IV, L.P. (together with its officers, employees, directors, affiliates, partners, controlling parties, advisors, agents and representatives, the “Debt Commitment LettersFinancing Sources” and, together with the Equity Financing Sources, the “Financing Sources”) from and Buyer, together with each related fee letter (with customary redactions only with respect to fee amounts and the lenders named therein (economic terms of the “Lenders”)market flex” provisions and nothing which would affect the amount or availability of the Debt Financing) (collectively, pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Equity Commitment Letters, the “Financing Commitments”) from the investors named therein (the “InvestorsCommitment Letters”), pursuant to which and (iii) all registration rights agreements and other agreements entered into by the Investors have committed to invest Equity Financing Sources in connection with the amounts Transactions. The Commitment Letters will provide financing in an aggregate amount set forth therein, and subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, Letters provide that the Company Seller Parent is a third-party beneficiary thereof. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment the Commitment Letters have not been amended or modified in any manner, and, to Buyer’s Knowledge, no amendment or modification of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties theretocontemplated. As of the date hereofof this Agreement, each the Commitment Letters have not been terminated, reduced, withdrawn or rescinded in any respect and, to Buyer’s Knowledge, as of the Financing Commitments date of this Agreement, no such termination, reduction, withdrawal or rescission is contemplated. Buyer has paid in full any all fees, expenses and other amounts in connection with the Commitment Letters that are payable on or prior to the date of this Agreement and, as of the date of this Agreement, the Commitment Letters are in full force and effect and has not been withdrawn or terminated or otherwise amended or modified are the valid, binding and enforceable (in any respect. All commitment and other fees required accordance with their terms) obligations of Buyer and, to be paid under the Financing Commitments on or prior to the date hereof have been paid andBuyer’s Knowledge, as of the date hereof, the other parties thereto, subject to the knowledge applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors rights and remedies generally. Buyer is unaware of Parent, there is no any fact or occurrence existing on the date of this Agreement that would reasonably be expected to make any of the assumptions or any of the statements (including assumptions) set forth in any the Commitment Letters to be incorrect or ineffective. Assuming compliance by Sellers of their obligations under this Agreement (including cooperation and assistance by Sellers with respect to the Debt Financing) and based upon facts and events known by Buyer as of the Financing Commitments inaccurate. Assuming no breach or default by the Company under date of this Agreement, there Buyer believes that the conditions to the funding contemplated by the Commitment Letters will be satisfied, and Buyer is no not aware of the existence of any fact or occurrence known to Parent or Sub event as of the date of this Agreement that would reasonably be expected to cause such conditions to funding not to be satisfied. There are no conditions precedent to the funding of the full amount of the Financing, other than as set forth in the Commitment Letters. The net proceeds contemplated by the Commitment Letters, together with available cash on hand at Buyer and its Controlled Affiliates, will, in the aggregate, be sufficient for Buyer to pay all of the Guaranteed Payments and all related fees and expenses required to be paid as of the Closing by Buyer. 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 affect the amount or availability of the Financing contemplated by the Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount (or any portion) of the Financing (including any condition relating to the availability of the Debt Financing relating to any “flex” provision), other than as expressly set forth in the Commitment Letters delivered to Seller Parent pursuant to this Section 5.12. As of the date of this Agreement and assuming the satisfaction or waiver (to the extent permitted by Law) of the conditions to funding Buyer’s obligation to consummate the Transactions, (a) no event has occurred which (with or without notice, lapse of time or both) could constitute a default or breach or failure to satisfy a condition by Buyer under the terms and conditions of the Financing Commitment Letters and (b) Buyer does not to be satisfied at or before the Effective Time, and neither Parent nor Sub has have any reason to believe that it any of the conditions to the Financing will not be unable to satisfy satisfied by Buyer on a timely basis any term or condition of closing to be satisfied by it contained in that the Financing Commitmentswill not be available to Buyer on the date of the Closing. For the avoidance of doubt, it is not a condition to Closing under this Agreement for Buyer to obtain the Financing or any Alternative Financing.

Sufficient Funds. Section 5.9 Tyler will have at the Closing access to all of the Parent Disclosure Schedule sets forth complete funds that are necessary for it to pay the Merger Consideration and accurate all other required payments payable in connection with the Transactions and to consummate the Transactions, and to perform its obligations under this Agreement. Tyler has delivered to NIC complete, correct and fully executed copies of (a) executed a commitment letter and related fee letters (which in the case of such fee letters may be subject to redaction in a customary manner with respect to fee amounts, including fee amounts in any flex terms) (collectively, the “Debt Commitment LettersLetter”) from the lenders named therein (the “Lenders”), any Financing Sources pursuant to which such Financing Sources have committed to provide to Tyler and Merger Sub, upon the Lenders have committed, terms and subject to the terms and conditions set forth therein, to lend debt financing in the amounts set forth therein to Parent for purposes of financing the purpose of funding the transactions contemplated by this Agreement Transactions, and paying related fees and expenses (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letterssuch debt financing, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Initial Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed is in full force and delivered by, effect and is a legal, valid and binding obligation ofof Tyler and, Parent and to the Investor or Investors party theretoKnowledge of Tyler, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto, in each case subject to the General Enforceability Exceptions. As of the date hereof, each of the Financing Commitments is in full force and effect and Commitment Letter has not been withdrawn or terminated or otherwise amended or modified in any material respect, and, to the Knowledge of Tyler, the commitments contained in the Commitment Letter have not been withdrawn, rescinded or otherwise modified in any material respect. All commitment and other fees required The Commitment Letter delivered to be paid under NIC contains all of the Financing Commitments on or prior conditions precedent to the date hereof have been paid and, obligations of the parties thereunder to fund the full amount of the Initial Financing contemplated by the Commitment Letter. Other than the Commitment Letter itself (including the redacted fee letter provided to NIC as of the date hereof, ) and other than certain customary engagement letters and confidentiality agreements with respect to the knowledge of ParentInitial Financing, there is are no fact other fee letters, engagement letters, side letters, agreements, contracts or occurrence existing that would make any of other arrangements relating to the statements (including assumptions) set forth in any of the Financing Commitments inaccurateCommitment Letter. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as As of the date hereof, no event has occurred which, with or without notice, lapse of this Agreement that time or both, would cause constitute or reasonably be expected to constitute a default or breach on the part of Tyler under any material term of, or a failure of any condition or inability to satisfy any conditions precedent to funding the full amount of the Initial Financing not under, the Commitment Letter or otherwise result in any portion of the Initial Financing to be satisfied at unavailable or before materially delayed. As of the Effective Timedate hereof, and neither Parent nor Sub has Tyler does not have reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to the Initial Financing under the Commitment Letter required to be satisfied by it contained at or prior to the Closing, or that any portion of the Initial Financing contemplated thereby will be unavailable to Tyler at the Closing. Tyler has fully paid any and all commitment fees or other fees in connection with the Commitment Letter that are due and payable on or before the date of this Agreement. Each of Tyler and Merger Sub affirms that it is not a condition to the Merger or any of its other obligations under this Agreement that Tyler or Merger Sub obtain the Financing Commitments(including the Initial Financing) or any other financing for or related to any of the Transactions.

Sufficient Funds. Section 5.9 As of the Parent Disclosure Schedule sets forth date hereof, Purchaser and/or an affiliate thereof has received, and has delivered to the Company a true, complete and accurate copies of (a) correct copy of, an executed commitment letters letter from certain lenders committing such lenders to provide financing and/or an executed loan agreement (together, the “Debt Commitment Letters”) from the lenders named therein (the “Lenders”"Funding Documents"), pursuant to which sufficient cash funds will be available to pay the Lenders have committedMerger Consideration payable in respect of each Common Share (for which Merger Consideration is payable hereunder), subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there Funding Documents are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect and has have not been withdrawn or terminated and, to the Knowledge of Purchaser, there is no fact, occurrence or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or condition that has occurred prior to the date hereof have been paid and, or as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement hereof that would cause the Funding Documents to be terminated or ineffective or that is otherwise reasonably likely to result in the financing thereunder being unavailable. The parties acknowledge and agree that, subject to Purchaser's right in Section 1.1(b) of this Agreement to elect not to consummate the Merger under the circumstances and subject to the provisions contained in such Section 1.1(b), the obligations of Purchaser and Merger Sub to consummate the Merger and pay the Merger Consideration are not conditioned upon Purchaser's or Merger Sub's ability to obtain financing pursuant to the Funding Documents or otherwise, it being understood and agreed that the only conditions to funding such obligations of Purchaser and Merger Sub are those expressly set forth in Section 7.1 and Section 7.3 of this Agreement; provided, however, that the sole right and remedy available to the Company in the event that Purchaser and Merger Sub do not obtain such financing and/or sufficient cash funds are unavailable to pay the Merger Consideration payable in respect of each Common Share (for which Merger Consideration is payable hereunder) is the right of the Financing not Company to terminate this Agreement under the circumstances set forth in Section 8.1(h) and to be satisfied at or before paid the Effective Time, Company Expenses and neither Parent nor Sub has reason to believe that it will be unable to satisfy on a timely basis any term or condition two times the amount of closing to be satisfied by it contained the Termination Fee under the circumstances set forth in the Financing Commitments.Section 8.2. "

Sufficient Funds. Section 5.9 of Parent and Merger Sub collectively have, and Parent will make available to Merger Sub, sufficient funds to consummate the Parent Disclosure Schedule sets forth complete and accurate copies of Transactions (including sufficient funds (a) executed commitment letters (to pay the “Debt Commitment Letters”) from the lenders named therein (the “Lenders”), aggregate Merger Consideration pursuant to which the Lenders have committedArticle III, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) to make all required payments in respect of the Company Options and Restricted Stock pursuant to Section 3.4, (c) to perform Parent's and Merger Sub's other payment obligations required to be performed prior to and including the Effective Time under this Agreement and (d) to pay all fees, expenses and other amounts related to the Transactions payable by either of them). Prior to the execution and delivery of this Agreement, Parent has delivered to the Company a complete, correct and executed commitment letter (copy of the “Equity Commitment Letter” and, together with Letter to provide equity financing for the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions Transactions in an aggregate amount set forth therein (the “"Equity Financing” and"), together with including all exhibits, schedules or amendments thereto, which have not been amended or modified (and no such amendment or modification is contemplated) as of the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereofdate of this Agreement. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth commitment contained in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has not been duly executed withdrawn or rescinded in any respect. As of the date of this Agreement, the Equity Commitment Letter is in full force and delivered byeffect, and is a constitutes legal, valid and binding obligation ofobligations of Parent and, Parent and to Parent's Knowledge, the Investor or Investors party other parties thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, enforceable in accordance with its terms against Parent and all Merger Sub, as applicable, and, to Parent's Knowledge, the other parties theretothereto (in each case, as may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to the enforcement of creditors' rights generally and general principles of equity). As of the date hereofof this Agreement, each neither Parent or Merger Sub nor, to Parent's Knowledge, any other party to the Equity Commitment Letter is in breach of any of the Financing Commitments is terms or conditions set forth in full force the Equity Commitment Letter, and effect and no event has not been withdrawn occurred which, with or terminated without notice, lapse of time or otherwise amended both, would reasonably be expected to constitute a breach, default or modified in failure to satisfy any respectcondition precedent set forth therein. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there There is no fact or occurrence existing that would on the date of this Agreement that, with or without notice, lapse of time or both, could reasonably be expected to (a) make any of the assumptions or any of the statements (including assumptions) set forth in the Equity Commitment Letter inaccurate, (b) result in any of the Financing Commitments inaccurateconditions in the Equity Commitment Letter not being satisfied, (c) cause the Equity Commitment Letter to be ineffective or (d) otherwise result in the Equity Commitment Letter not being available on a timely basis in order to consummate the Transactions. Assuming no breach or default by As of the Company under date of this Agreement, there Sponsor has not notified Parent of its intention to terminate the Equity Commitment Letter. Parent has paid in full any and all commitment or other fees required by the Equity Commitment Letter that are due as of the date of this Agreement, and will pay, after the date of this Agreement, all such commitments and fees as they become due. There are no side letters, understandings or other agreements or arrangements relating to the Equity Commitment Letter to which Parent or any of its Affiliates is no fact a party other than as set forth in the Equity Commitment Letter. The Equity Commitment Letter contains all of the conditions precedent or occurrence known other contingencies to the obligations of the parties thereunder to make Equity Financing available to Parent or and Merger Sub on the terms therein. Subject to the satisfaction of the conditions contained in Sections 7.1 and 7.2, as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, Parent and neither Parent nor Merger Sub has have no reason to believe that it any of the conditions precedent to the Equity Financing as set forth in the Equity Commitment Letter will be unable to satisfy on a timely basis any term or condition of closing to not be satisfied in connection with the consummation of the Transactions or that the Equity Financing will not be available to Parent on the Closing Date; provided, however, that it is agreed that it is not a condition to Closing under this Agreement, for Parent to obtain the financing pursuant to the Equity Commitment Letter or any alternative financing. Parent and Merger Sub have obtained the consent of the other parties under the Equity Commitment Letter to publicly file the Equity Commitment Letter with the SEC if requested by it contained in the Financing CommitmentsSEC or required by Law.

Sufficient Funds. Section 5.9 of the The Purchasing Parties have delivered to Seller Parent Disclosure Schedule sets forth true and complete and accurate copies of (ai) an executed commitment letters letter from Purchaser Guarantor (the “Debt Commitment LettersEquity Funding Letter”) from the lenders named therein to provide equity financing in an aggregate amount of at least $462,800,000 (the “LendersEquity Financing”) and (ii) executed debt commitment letters from Citigroup Global Markets Inc. (the “Financing Commitments”), pursuant to which the Lenders have committed, subject Citigroup Global Markets Inc. has agreed to the terms and conditions set forth therein, provide or cause to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement be provided at least $505,000,000 at Closing (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” , and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter providesPurchasing Parties have disclosed and made available to the Selling Parties all other agreements, and will continue arrangements or understandings (whether oral or written) related to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (provided that the Purchasing Parties may redact in such documents the fee amounts payable to their financing sources under the Financing Commitments. Such fee amounts are customary for debt financings similar to the Debt Financing. Except as otherwise permitted by this Agreement, none of the Equity Funding Letter or Financing Commitments has been or will be amended or modified, and the respective commitments contained in the Equity Funding Letter and the Financing Commitments have not been withdrawn or rescinded in any respect as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related . Except to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries extent amended in connection therewith. Except as set forth in the Financing Commitmentsaccordance with its terms, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Funding Letter has been duly executed is in full force and delivered by, effect and is a legal, valid and binding obligation of, Parent of the Purchasing Parties that are party thereto and the Investor or Investors other party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each Each of the Financing Commitments is in full force and effect and is a legal, valid and binding obligation of the Purchasing Parties and, to the knowledge of the Purchasing Parties, the other parties thereto. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchasing Parties or their respective Affiliates under any term or condition of the Equity Funding Letter or the Financing Commitments. There are no conditions precedent relating to the funding of the full amount of the Financing, other than as set forth in the Equity Funding Letter and the Financing Commitments. As of the date of this Agreement, the Purchasing Parties have no reason to believe that any of the conditions relating to the funding of the full amount of the Financing will not been withdrawn be satisfied on or terminated prior to the Closing Date. The Purchasing Parties have fully paid any and all commitment fees or otherwise amended or modified in any respect. All commitment and other fees required by the Financing Commitments to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause and shall in the conditions to funding of future pay any such fees as they become due. The Financing, when funded in accordance with the Financing not to be satisfied at or before the Effective Time, Equity Funding Letter and neither Parent nor Sub has 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 Financing Commitments, will provide Purchaser with funds sufficient to consummate the Acquisition and the other transactions contemplated by this Agreement and to pay all related fees and expenses. The fees and expenses of the Purchasing Parties in connection with the Acquisition, the Financing and any related transactions will not exceed the amount set forth on Section 4.05 of the Company Disclosure Letter.

Sufficient Funds. Section 5.9 Prior to the date of this Agreement, Parent has delivered to the Company complete, correct and executed copies of all financing agreements and/or commitment letters (except that the fee amounts in the fee letters have been redacted) entered into in connection with this Agreement, including, (i) the equity commitment letter (the “Equity Commitment Letter”) to provide equity financing in an aggregate amount set forth therein (the “Equity Financing”) and (ii) the debt commitment letter(s) from GCI Capital Markets, LLC, Ares Capital Corporation and General Electric Capital Corporation (collectively, the “Debt Financing Sources”) dated as of the Parent Disclosure Schedule sets forth complete and accurate copies of (a) executed commitment letters date hereof (the “Debt Commitment Letters”) from ” and, together with the lenders named therein (Equity Commitment Letter, the “LendersFinancing Commitments”), pursuant to which the Lenders Debt Financing Sources have committedagreed, subject to the terms and conditions set forth therein, to lend the amounts provide or cause to be provided to Parent, debt financing in an aggregate amount set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) , and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”) in connection with Back the financing of the Transactions, including all exhibits, schedules or amendments thereto (except that fee amounts in the fee letters have been redacted). The Equity Commitment Letter provides, which as of the date hereof, have not been amended or modified (and will continue to provide, that no such amendment or modification is contemplated) and the Company is a third-party beneficiary thereofcommitments contained in such letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Financing Commitments are in full force and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time)effect, are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation ofobligations of Parent and, Parent and to Parent’s Knowledge, the Investor or Investors party other parties thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, are enforceable in accordance with their terms against Parent and all Merger Sub, as applicable, and, to Parent’s Knowledge, the other parties theretothereto (in each case, as may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to the enforcement of creditors’ rights generally and general principles of equity). As of the date hereof, each no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the Financing Commitments is in full force and effect and has not been withdrawn part of Parent or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid Merger Sub under the Financing Commitments on or prior Commitments. The aggregate proceeds contemplated by the Financing Commitments, when funded in accordance with their terms (in the case of the Debt Financing, at the maximum amount of the term loan facility contemplated by the Debt Commitment Letters), together with Immediately Available Cash in an amount not less than the Minimum Cash Amount, will be sufficient for Parent and Merger Sub to consummate the Transactions (including sufficient funds to pay the aggregate Merger Consideration pursuant to Article III, to make all payments in respect of the Company Options pursuant to Section 3.4, to pay all amounts which become payable under the Benefit Plans solely as a result of the Transactions, to perform Parent’s and Merger Sub’s other obligations under this Agreement, and to pay all fees, expenses and other amounts related to the date hereof have been paid andTransactions or the Financing payable by either of them). The Financing Commitments contain all of the conditions precedent or other contingencies to the obligations of the parties thereunder to make Financing available to Parent and Merger Sub on the terms therein, and as of the date hereof, Parent and Merger Sub have no reason to the knowledge of Parent, there is no fact or occurrence existing believe that would make any of the statements conditions precedent to the Financing will not be satisfied in connection with the consummation of the Transactions or that the Financing will not be available to Merger Sub on the Closing Date. Parent and Merger Sub have obtained the consent of the lenders under the Financing Commitments to publicly file the Financing Commitments with the SEC if requested by the SEC or required by Law (including assumptions) set forth provided that all fee amounts in the fee letters shall be redacted). Parent and Merger Sub shall comply with and accept any “flex” terms contained in any of the Financing Commitments inaccurate. Assuming no breach or default by as may be necessary to complete the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 Financing CommitmentsFinancing.

Sufficient Funds. Section 5.9 of the Parent Disclosure Schedule sets forth complete and accurate copies of (a) executed commitment letters (the “Debt Commitment Letters”) from the lenders named therein (the “Lenders”), pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, and as of At the Closing, Buyer will have immediately available funds sufficient to pay the funds provided by the Financing, together Purchase Price and other amounts in accordance with Parent’s cash on hand (as of the date Article II hereof and as of the Effective Time), are sufficient any other payments contemplated in this Agreement and to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of pay all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewithwith the Commitment Letter (as defined below). Except Buyer has delivered to Sellers a true and complete copy of the executed Commitment Letter, dated as set forth of December 10, 2018, and excerpts of those portions of any executed fee letter and engagement letter associated therewith that contain any conditions to funding or “flex” provisions or other provision (excluding provisions related solely to fees and economic terms rather than covenants agreed to by the parties thereto) regarding the terms and conditions of the financing to be provided by such commitment letter (collectively, the “Commitment Letter”), between Buyer and Xxxxx Fargo, pursuant to which Xxxxx Fargo has committed to provide debt financing in accordance with and subject to satisfaction of the terms and conditions and in the Financing Commitments, there are no conditions precedent amount(s) contemplated therein to Buyer in connection with the transactions contemplated hereby. The amounts committed pursuant to the respective obligations of Commitment Letter or any alternative financing are sometimes referred to herein as the Lenders to fund “Financing.” The commitments contained in the Debt Financing Commitment Letter have not been withdrawn or of rescinded in any respect and the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has not been duly executed and delivered byamended or modified, and no such amendment or modification is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt contemplated. The Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments Letter is in full force and effect in the form so delivered, and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment the Commitment Letter constitutes the valid and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid binding obligation of Buyer and, as of the date hereof, to the knowledge Knowledge of ParentBuyer, there is no fact or occurrence existing that would make any Xxxxx Fargo. For the avoidance of doubt, the statements (including assumptions) set forth in any of foregoing notwithstanding, it shall not be a condition to Closing for Buyer to obtain the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 Financing Commitmentsalternative financing.

Sufficient Funds. Section 5.9 At the Effective Time, assuming the satisfaction of the closing conditions in Section 7.2 and performance by the Company in all material respects of its obligations under Section 5.1, the net proceeds from the Financing will, together with the cash or cash equivalents available to the Company, in the aggregate be sufficient for Merger Sub and the Surviving Corporation to (i) consummate the Merger, (ii) pay or refinance all Company debt that is required to be paid or refinanced upon consummation of the Merger pursuant to the Debt Financing Commitments and (iii) to pay all fees and expenses incurred by Parent, Merger Sub and the Company (including the Special Committee) in connection with this Agreement and the Transaction upon the terms and conditions contemplated by this Agreement. Parent Disclosure Schedule sets forth has delivered to the Company, as of the date of this Agreement, true, complete and accurate correct copies of (ai) executed commitment letters (the “Debt Commitment Letters”) from the lenders named therein (the “LendersFinancing Commitments”), pursuant to which the Lenders lender parties thereto (together with their officers, employees, directors, affiliates, partners, controlling parties, advisors, agents and representatives, the “Financing Sources”) have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”), and (ii) an executed equity commitment letter (the “Equity Financing Commitment”, and together with the Debt Financing Commitments, the “Financing Commitments”), pursuant to which Xxxxxx X. Xxx Equity Fund VI, L.P. have committed, subject to the terms and conditions set forth thereinthereof, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions amount set forth therein (the “Equity Financing” and”, and together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, Financing Commitments are in full force and will continue to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (effect as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, obligations of Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each no material amendment or material modification of the Financing Commitments is has been or made and the respective commitments contained in full force and effect and has the Financing Commitments have not been withdrawn or terminated or otherwise amended or modified rescinded in any respect. All Parent or Merger Sub has fully paid any and all commitment and fees or other fees required to be paid under in connection with the Financing Commitments that are payable on or prior to the date hereof have been paid and, as hereof. As of the date hereof, to no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the knowledge part of ParentParent or Merger Sub under any Financing Commitment; provided, there is no fact or occurrence existing that would make Parent and Merger Sub are not making any representations regarding the effect of the statements (including assumptions) inaccuracy of the representations and warranties set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub Article III; and as of the date of this Agreement that would cause Agreement, assuming the conditions to funding accuracy of the Financing not to be satisfied at or before representations and warranties set forth in Article III and performance by the Effective TimeCompany in all material respects of its obligations under Section 5.1, and neither Parent nor Merger Sub has reason any reasonable basis to believe that it will be unable to satisfy on a timely basis any material term or condition of closing Closing to be satisfied by it contained in any of the Financing Commitments on or prior to the Closing Date. There are no precedent conditions related to the funding or investing, as applicable, of the full amount of the Financing other than as expressly set forth in or contemplated by the Financing Commitments. As of the date hereof, there are no side letters or other agreements, contracts or arrangements (except for customary fee letters and engagement letters) related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in or contemplated by the Debt Financing Commitments. Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company the Guaranty. The obligations of Parent and Merger Sub under this Agreement and the obligations of the Guarantor under the Guaranty are not contingent in any respect upon the funding of the amounts contemplated to be funded pursuant to the Financing Commitments.

Sufficient Funds. Section 5.9 Prior to, or concurrently with, the execution and delivery of this Agreement, the Purchaser has delivered to the Company true and complete executed copies of: (i) a commitment letter evidencing the availability of the Parent Disclosure Schedule sets forth complete Debt Financing and accurate copies of (aii) executed commitment letters an underwriting agreement relating to the Equity Financing (collectively, the “Debt Commitment Letters”) from the lenders named therein (the “Lenders”), pursuant to each of which are unamended as of the Lenders have committed, date hereof. The commitments described in the Debt Commitment Letters and the Equity Commitment Letters are not subject to any condition precedent other than the terms and conditions expressly set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, and as : (A) each of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof Commitment Letters is in full force and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, effect and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered byPurchaser and, and is a legalto the knowledge of the Purchaser, valid and binding obligation of, Parent and all the other parties thereto, enforceable in accordance with their respective terms (subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other Laws relating to or affecting the availability of equitable remedies and the enforcement of creditors’ rights generally and general principles of equity and public policy and to the qualification that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction), (B) no amendment or modification to any of the Commitment Letters is contemplated or will be made, other than with the consent of the Company (not to be unreasonably withheld) or amendments or modifications that are not adverse to the Purchaser in any material respect, and (C) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser under the Commitment Letters or excuse the other parties thereto from their commitments thereunder. As of the date hereof, each of the Financing Commitments is in full force and effect and Purchaser has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has reason to believe that it will shall be unable to satisfy on a timely basis on or before the Effective Date any term or condition of closing of the Debt Financing or Equity Financing to be satisfied by it contained in the Financing CommitmentsCommitment Letters. The net proceeds contemplated by the Commitment Letters and, together with the Purchaser’s cash on hand, shall in the aggregate be sufficient for the Purchaser to fund, directly or indirectly, the amounts contemplated in Section 4.11(b).

Sufficient Funds. Section 5.9 Assuming satisfaction of the Parent Disclosure Schedule sets forth complete and accurate copies of (a) executed commitment letters (the “Debt Commitment Letters”) from the lenders named therein (the “Lenders”), pursuant to which the Lenders have committed, subject to the terms and conditions set forth thereinin Article VI, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement Parent, through its wholly owned subsidiary Made2Manage Systems, Inc. (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”"M2M"), pursuant to which will have available at the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. As consummation of the date hereof, and as of the Closing, the Merger sufficient immediately available funds provided by the Financing, together with Parent’s through cash on hand or binding credit facility commitments from reputable lenders and financial institutions for borrowings of up to $150,000,000 in funds (as of the date hereof and as of the Effective Time"Commitments"), are sufficient true and complete copies of which have been furnished to fully fund the Company, to enable Merger Sub to perform all of Parent’s and Sub’s its obligations under this Agreement, including payment of to consummate the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of to pay in full all fees and expenses related to payable by Parent in connection with this Agreement and the transactions contemplated by this Agreement and any refinancing hereby. Each of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth Commitments, in the Financing Commitmentsform so delivered, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid M2M and, as of the date hereof, to the knowledge of ParentParent or Merger Sub, there is no fact the other parties thereto. No event has occurred which, with or occurrence existing that without notice, lapse of time or both, would make constitute a default or breach on the part of M2M, Parent or Merger Sub under any term or condition of the statements (including assumptions) set forth in any of the Financing Commitments inaccurateCommitments. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Neither Parent nor Merger Sub has any reason to believe that it M2M, Parent and Merger Sub will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Financing Commitments. M2M, Parent or Merger Sub will pay in full any and all commitment fees or other fees required by the Commitments prior to the end of the first Business Day following the date of this Agreement. Without limiting the generality of the foregoing, Parent's ability to consummate the transactions contemplated hereby is not contingent on Parent's ability to complete any public offering or private placement of equity or debt securities or to obtain any other type of financing prior to consummating the Merger.

Sufficient Funds. Section 5.9 Subject to the receipt of the Requisite Significant Stockholder Stockholder Approval, Parent Disclosure Schedule sets forth complete and accurate copies of Merger Sub collectively have, and Parent will make available to Merger Sub, sufficient funds to consummate the Transactions (including sufficient funds (a) executed commitment letters (to pay the “Debt Commitment Letters”) from the lenders named therein (the “Lenders”), aggregate Merger Consideration pursuant to which the Lenders have committedArticle III, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) to make all required payments in respect of the Company Options and Restricted Stock pursuant to Section 3.4, (c) to perform Parent’s and Merger Sub’s other payment obligations required to be performed prior to and including the Effective Time under this Agreement and (d) to pay all fees, expenses and other amounts related to the Transactions payable by either of them). Prior to the execution and delivery of this Agreement, Parent has delivered to the Company complete, correct and executed commitment letter (copies of the “Equity Commitment Letter” and, together with Letters to provide equity financing for the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions Transactions in an aggregate amount set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, including all exhibits, schedules or amendments thereto, which have not been amended or modified (and will continue to provide, that no such amendment or modification is contemplated) as of the Company is a third-party beneficiary thereofdate of this Agreement. As of the date hereof, and as of the Closingthis Agreement, the funds provided Equity Commitment Letter executed by Significant Stockholder is still subject to the Financing, together with Parent’s cash on hand (as Requisite Significant Stockholder Stockholder Approval. As of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment the commitments contained in the Equity Commitment Letters have not been withdrawn or rescinded in any respect. As of the aggregate Merger Considerationdate of this Agreement, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The each Equity Commitment Letter has been duly executed is in full force and delivered byeffect, and is a constitutes legal, valid and binding obligation ofobligations of Parent and, Parent and to Parent’s Knowledge, the Investor or Investors party other parties thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, enforceable in accordance with its terms against Parent and all Merger Sub, as applicable, and, to Parent’s Knowledge, the other parties theretothereto (in each case, as may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to the enforcement of creditors’ rights generally and general principles of equity). As of the date hereofof this Agreement, each neither Parent or Merger Sub nor, to Parent’s Knowledge, any other party to an Equity Commitment Letter is in breach of any of the Financing Commitments is terms or conditions set forth in full force such Equity Commitment Letter, and effect and no event has not been withdrawn occurred which, with or terminated without notice, lapse of time or otherwise amended both, would reasonably be expected to constitute a breach, default or modified in failure to satisfy any respectcondition precedent set forth therein. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there There is no fact or occurrence existing that would on the date of this Agreement that, with or without notice, lapse of time or both, could reasonably be expected to (a) make any of the assumptions or any of the statements (including assumptions) set forth in the Equity Commitment Letters inaccurate, (b) result in any of the Financing Commitments inaccurateconditions in the Equity Commitment Letter not being satisfied, (c) cause the Equity Commitment Letter to be ineffective or (d) otherwise result in the Equity Commitment Letter not being available on a timely basis in order to consummate the Transactions. Assuming no For the avoidance of doubt, provided that Significant Stockholder shall have complied with all of its obligations under Section 9(b) of the Support Agreement, any failure in and of itself to obtain the Requisite Significant Stockholder Stockholder Approval shall not be deemed as a default or breach of any term under its Equity Commitment Letter or default this Agreement by Significant Stockholder. As of the Company under date of this Agreement, there neither Sponsor nor Significant Stockholder has notified Parent of its intention to terminate such Sponsor’s Equity Commitment Letter. Parent has paid in full any and all commitment or other fees required by any Equity Commitment Letter that are due as of the date of this Agreement, and will pay, after the date of this Agreement, all such commitments and fees as they become due. There are no side letters, understandings or other agreements or arrangements relating to any Equity Commitment Letter to which Parent or any of its Affiliates is no fact a party other than as set forth in such Equity Commitment Letter. Each Equity Commitment Letter contains all of the conditions precedent or occurrence known other contingencies to the obligations of the parties thereunder to make Equity Financing available to Parent or and Merger Sub on the terms therein. Subject to the satisfaction of the conditions contained in Sections 7.1 and 7.2, as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, Parent and neither Parent nor Merger Sub has have no reason to believe that it any of the conditions precedent to the Equity Financing as set forth in any Equity Commitment Letter will be unable to satisfy on a timely basis any term or condition of closing to not be satisfied in connection with the consummation of the Transactions or that the Equity Financing will not be available to Parent on the Closing Date; provided, however, that it is agreed that it is not a condition to Closing under this Agreement, for Parent to obtain the financing pursuant to the Equity Commitment Letters or any alternative financing. Parent and Merger Sub have obtained the consent of the other parties under the Equity Commitment Letters to publicly file the Equity Commitment Letters with the SEC if requested by it contained in the Financing CommitmentsSEC or required by Law.

Sufficient Funds. Section 5.9 of Buyer shall have at the Parent Disclosure Schedule sets forth complete Closing funds immediately available, as and accurate copies of when needed, that are necessary to (a) executed commitment letters consummate the Acquisition at the Closing, (b) otherwise perform its covenants and agreements hereunder and (c) pay any fees, expenses or other amounts payable by Buyer in connection with the “Debt Commitment Letters”) from consummation of the lenders named therein (the “Lenders”), pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding Transactions or the transactions contemplated by this Agreement the Ancillary Agreements and the Module Purchase Orders. OMERS Administration Corporation (“OMERS”) has committed to provide the equity financing for the Purchase Price, as may be adjusted in accordance with Section 2.5 (the “Debt Equity Financing”) and (b) contemplated by the executed commitment letter agreement, dated as of the date hereof (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms by and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”)between Buyer and OMERS. The Equity Commitment Letter providesis in full force and effect, and will continue to providehas not been withdrawn, that the Company is a third-party beneficiary thereof. As of the date hereofrescinded or terminated or otherwise amended, supplemented or modified in any respect, and as of the Closingno such amendment, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent supplement or the Company modification is pending or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financingcontemplated. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation ofof OMERS and Buyer. No event has occurred that, Parent and with or without notice or lapse of time or both, would (i) constitute a breach or default on the Investor or Investors part of any party thereto, and each thereto under any term of the Debt Equity Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties theretoLetter; (ii) cause any condition contained in the Equity Commitment Letter not to be satisfied; or (iii) be reasonably be expected to result in any portion of the financing contemplated by the Equity Commitment Letter to be unavailable on the Closing Date. As of the date hereof, each there are no conditions precedent or other contingencies related to the Equity Financing other than as expressly set forth in the Equity Commitment Letter. Other than the Equity Commitment Letter, neither Buyer nor any of its Affiliates has entered into any agreement, side letter or other contractual arrangement governing the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respectEquity Financing. All commitment and other fees required to be paid under the Financing Commitments on or prior to As of the date hereof have been paid and, as and assuming the accuracy of the date hereofrepresentations and warranties of Seller contained in this Agreement, Buyer has no reason to the knowledge of Parent, there is no fact or occurrence existing believe (x) that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Equity Financing not to be satisfied at or before contained in the Effective Time, and neither Parent nor Sub has reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing Equity Commitment Letter to be satisfied by it contained or any of its Affiliates will not be satisfied or (y) that any portion of the Equity Financing will not be available to Buyer at the Closing. Buyer acknowledges that receipt or availability of funds or financing by Buyer or any of its Affiliates shall not be a condition to Buyer’s obligations hereunder or under the other Ancillary Agreements or the Module Purchase Orders to which it is (or at the Closing, will be) a party. No funds to be paid to Seller have derived from or will have been derived from, or constitute, either directly or indirectly, the proceeds of any criminal activity or any activity in breach of applicable anti-corruption, anti-money laundering, anti-terrorism, sanctions, export controls or similar Laws. Buyer has delivered to Seller a true, correct and complete copy of the Financing CommitmentsEquity Commitment Letter. Buyer shall have funds immediately available to pay all of the Earnout Payments if and when required to be paid.

Sufficient Funds. Section 5.9 of (a) R1 and Parent have delivered to the Parent Disclosure Schedule sets forth Company true, correct, and complete and accurate copies of (ai) executed commitment letters from each of the financial institutions identified therein, dated as of the date hereof (including all exhibits, schedules and annexes thereto, the “Senior Debt Commitment Letter”), (ii) executed commitment letters from each of the subordinated lenders identified therein, dated as of the date hereof (including all exhibits, schedules and annexes thereto, the “Subordinated Debt Commitment Letter” and together with the Senior Debt Commitment Letter, the “Debt Commitment LettersLetter”) from and (iii) the lenders named therein fee letter referred to in the Senior Debt Commitment Letter (the “LendersFee Letter”) (with only fee amounts and customary market flex provisions redacted (but none of the redacted terms would adversely affect the amount or availability of the Debt Financing)) (the Debt Commitment Letter and the Fee Letter, together the “Commitment Letters”, and the commitments under the Debt Commitment Letter, the “Debt Financing Commitments” or the “Financing Commitments”), pursuant to which the Lenders have committedwhich, and subject to the terms and conditions set forth thereinof which, the lenders party thereto (the “Lenders”) have committed to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, or the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 Financing Commitments.

Sufficient Funds. Section 5.9 Fremont has obtained, on behalf of the Parent Disclosure Schedule sets forth complete and accurate copies of Company, (ai) executed commitment letters (the “Debt Commitment Letters”) from the lenders named therein (the “Lenders”), pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) an executed commitment letter dated March 26, 1999 from NationsBank, N.A. and NationsBanc Montxxxxxx Xxxurities, LLC for a senior secured credit facility in the aggregate amount of $125,000,000, and (ii) an executed highly confident letter dated March 26, 1999 from NationsBanc Montxxxxxx Xxxurities, LLC for a private placement offering of debt securities which contemplates the Company receiving gross proceeds of not less than $125,000,000 (such credit facility and private placement offering, collectively, the "Debt Financing" and such commitment letter and highly confident letter, collectively, the "Debt Financing Letters"). Fremont will have available to it at the Closing the funds necessary to pay the Purchase Price for the Preferred Shares. Assuming the accuracy of the representations and warranties of the Company contained herein and that the Company has unrestricted cash of at least $107,000,000 immediately prior to the Effective Time (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”"Unrestricted Cash"), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”Unrestricted Cash and the proceeds received by the Company from the issuance of the Preferred Shares to Fremont will provide sufficient funds to (i) pay the aggregate Merger Consideration, (ii) prepay, redeem, refinance or renegotiate the Company's existing indebtedness, if required to consummate the Merger and the other transactions contemplated hereby, (iii) pay the fees and expenses of the Financial Advisor and the Company's legal counsel, (iv) consummate all of the other transactions contemplated by this Agreement, and (v) provide sufficient working capital needs of the Company following the Merger. True and complete copies of the Debt Financing Letters have been furnished to the Company. Neither Fremont, Sub nor any of their Affiliates will terminate, amend or modify in any respect the Debt Financing Letters in a manner which will prevent the consummation of such financing, or materially delay the timing thereof, without prior written consent of the Company. Fremont has fully paid any and all commitment fees or other fees required by the Debt Financing Letters to be paid as of the date hereof (and, subject to Section 10.1(b), will duly pay any such fees after the date hereof). The Equity Commitment Letter provides, Fremont expects that it will cause the Surviving Corporation to pay all outstanding trade payables and will continue to provide, that other liabilities of the Company is incurred prior to the Closing in the ordinary course of business consistent with past practice. The Debt Financing Letters are valid and in full force and effect and no event has occurred which (with or without notice, lapse of time or both) would constitute a third-party beneficiary thereofdefault on the part of Fremont or Sub thereunder or would prevent the consummation of the Debt Financing. As of the date hereof, and as Fremont does not know of any facts or circumstances that may reasonably be expected to result in any of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as conditions set forth in the Debt Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund Letters not being satisfied. Fremont believes that the Debt Financing or will not create any liability to the directors and stockholders of the Investors to fund Company under any federal or state fraudulent conveyance or transfer law. Fremont is currently solvent and further believes that, upon the Equity Financing. There are no consummation of the Transactions and any other agreementstransactions or operations involving the Surviving Corporation hereafter, side letters or arrangements that would permit the Lenders to reduce the amount of including, without limitation, the Debt 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 that would permit the Investors to reduce the amount capital of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect and has Company will not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 Financing Commitmentsbecome impaired.

Sufficient Funds. Section 5.9 Parent is a newly formed entity which has ---------------- conducted no business other than in connection with the transactions contemplated by this Agreement. Parent has entered into equity commitment letters with VIP Holdings, LLC, an affiliate of Chartwell Investments II, LLC, and with Ford Motor Company (collectively, the Parent Disclosure Schedule sets forth complete and accurate "Equity Commitment Letters"), ------------------------- copies of which have been delivered or made available to the Company. Acquisition Company has entered into a bank commitment letter with First Union National Bank, First Union Securities, Inc., Fleet National Bank and Fleet Boston Xxxxxxxxx Xxxxxxxx Inc. and a subordinated debt commitment letter with GarMark Advisors L.L.C. and First Union Investors, Inc. (a) executed commitment letters (collectively, the “Debt "Bank ---- Commitment Letters”) from "), copies of which have been delivered or made available to ------------------ the lenders named therein (the “Lenders”)Company, pursuant to which the Lenders have committedCompany is to obtain, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” andfunds which, together with the Debt Commitment LettersCapital Contribution to be received by Acquisition Company, shall be sufficient to consummate the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter providestransactions contemplated hereby, and will continue to provide, that pay off the Company is a third-party beneficiary thereof. As of Existing Senior Credit Facility (assuming the date hereof, Company's Indebtedness and available cash as of the Closing, Offer Closing are not materially different than those reflected on the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof Most Recent Balance Sheet) and as of the Effective Time), are sufficient to fully fund pay all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all related fees and expenses related to (the transactions contemplated by this Agreement "Financings"). ---------- Parent has delivered true, correct and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount complete copies of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties theretoBank Commitment Letters to the Company. As of the date hereof, each of the Financing Commitments Equity Commitment Letters and Bank Commitment Letters is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respectterminated. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as As of the date hereof, to the knowledge Parent is not aware of Parent, there is no fact any condition or occurrence existing event that would make cause any of the statements (including assumptions) set forth in any of funds to be made available under the Financing Commitments inaccurate. Assuming no breach Equity Commitment Letters or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing Bank Commitment Letters not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 funded in the Financing Commitmentsaccordance with their respective terms.

Sufficient Funds. Section 5.9 of the Parent Disclosure Schedule sets forth complete and accurate copies of (a) executed commitment letters (the “Debt Commitment Letters”) from the lenders named therein (the “Lenders”), pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provideshas, and at the Effective Time will continue to providehave, that the Company is a third-party beneficiary thereof. As of the date hereof, and as of the Closing, the funds provided by the Financing, together with Parent’s sufficient available cash on hand (as of or other immediately available funds necessary to consummate the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this AgreementTransaction, including payment of the aggregate Aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses payable by Parent and Merger Sub related to the transactions contemplated Transactions. 4.6 Schedule 14D-9; Offer Documents. None of the information supplied or to be supplied by this Agreement Parent or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 will, at the date that the Schedule 14D-9 (and any refinancing amendment or supplement thereto) will, when filed with the SEC, when distributed or disseminated to the stockholders of indebtedness the Company, and at the Expiration Date , contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by Parent or Merger Sub to such portions thereof that relate expressly to the Company or their respective any of its Subsidiaries in connection therewithor to statements made therein based on information supplied by or on behalf of Company for inclusion or incorporation by reference therein). Except as set forth in The Offer Documents (and any amendment or supplement thereto), will not, when filed with the Financing CommitmentsSEC, there are no conditions precedent at the time of distribution or dissemination thereof to the respective obligations stockholders of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered byCompany, and is at the Expiration Date, contain any untrue statement of a legal, valid and binding obligation of, Parent and the Investor material fact or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in omit to state any respect. All commitment and other fees material fact required to be paid stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (except that make no representation or warranty is made by Parent or Merger Sub with respect to such portions of the Financing Commitments on or prior Offer Documents that relate expressly to the date hereof have been paid and, Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company for inclusion or incorporation by reference therein). The Offer Documents will comply as to form in all material respects with the provisions of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make Exchange Act and any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurateother applicable federal securities Laws. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 Financing Commitments.4.7

Sufficient Funds. Section 5.9 Purchaser and MDA will have at Closing sufficient funds available (through credit arrangements or otherwise), including the ability to deliver Substitute Letters of Credit and the Parent Disclosure Schedule sets forth Land Note LC, to pay the Purchase Price and consummate the transactions contemplated hereby. Purchaser has delivered to Seller true, correct and complete and accurate copies of (a) an executed commitment letters letter from the Lender (the “Debt Commitment LettersLetter”) from the lenders named therein (the “Lenders”), pursuant to which the Lenders have committedLender has agreed, subject to the terms and conditions set forth therein, to lend provide the amounts set forth therein to Parent debt financing for the purpose of funding the transactions contemplated by this Agreement Contemplated Transactions (the debt financing pursuant to the Commitment Letter or otherwise shall be referred to herein as the “Debt Financing”) and (b) executed commitment any fee letter associated with the Commitment Letter (the “Equity Commitment Fee Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from (it being understood that any such fee letter has been redacted as required by the investors named therein (the “Investors”counterparties thereto), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, the Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligations of MDA and Purchaser, and, to the knowledge of MDA or Purchaser, each of the other parties thereto. The Commitment Letter has not been amended or modified on or prior to the date of this Agreement and as of the Closingdate of this Agreement, no such amendment or modification is contemplated (except as described in the funds provided by the FinancingFee Letter), together with Parent’s cash on hand (and as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Considerationrespective obligations and commitments contained in the Commitment Letter have not been withdrawn or rescinded in any respect. There are no conditions precedent, Option Consideration or other contractual contingencies as between MDA, Purchaser and Performance Award Consideration and payment of all fees and expenses any other party to the Commitment Letter, related to the transactions contemplated by this Agreement and any refinancing funding of indebtedness the full amount of Parent or the Company or their respective Subsidiaries in connection therewith. Except Financing, other than as set forth in the Financing CommitmentsCommitment Letter. As of the date hereof, there are no conditions precedent event has occurred or circumstance exists which, 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 MDA or Purchaser or, to the respective obligations knowledge of MDA or Purchaser, any of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto, under the Commitment Letter. As of the date hereof, each of MDA and Purchaser has no reason to believe that any of the conditions to the Financing Commitments is contemplated in full force the Commitment Letter will not be satisfied or that the Financing will not be made available to Purchaser at or prior to the time contemplated hereunder for Closing. As of the date hereof, there are no side letters or other contracts or arrangements (whether written or oral) related to the Financing other than the Commitment Letter and effect the Fee Letter. As of the date hereof, each of MDA and Purchaser has not been withdrawn fully paid, or terminated caused to be fully paid, any and all commitment or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments or amounts which are due and payable on or prior to the date hereof have been paid and, as pursuant to the terms of the date hereof, to Commitment Letter and the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements Fee Letter. The aggregate proceeds (including assumptionsletters of credit) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by when funded in accordance with the Company under this AgreementCommitment Letter, there is no fact or occurrence known together with internally generated cash on hand, will provide financing sufficient for Purchaser to Parent or Sub as pay all amounts payable (including delivery of the date of this Agreement that would cause Land Note LC by MDA) pursuant to the conditions Transaction Documents and necessary to funding of consummate the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has 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 Financing CommitmentsContemplated Transactions.

Sufficient Funds. Section 5.9 Prior to the execution and delivery of this Agreement, the Purchaser has delivered to the Company true and complete copies of the Parent Disclosure Schedule sets forth complete following commitment letters, which are unamended, evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter (the "COMMITMENT LETTER") dated June 29, 2007 made by Citigroup Global Markets Inc., Deutsche Bank AG, Canada Branch, Deutsche Bank Securities Inc., The Toronto-Dominion Bank, The Royal Bank of Scotland PLC, and accurate copies RBS Securities Inc. (collectively the "LENDERS") in favour of the Purchaser, and (aii) equity commitments pursuant to executed equity commitment letters (the “Debt Commitment Letters”"EQUITY COMMITMENT LETTERS") from dated June 29, 2007 made by each of the lenders named therein Ontario Teachers' Pension Plan Board and affiliates of Providence Equity Partners, Inc. and Madison Dearborn Partners, LLC (collectively, the “Lenders”)"EQUITY SPONSORS") in favour of the Purchaser, pursuant to which the Lenders Lenders, in the case of the Commitment Letter, and the Equity Sponsors, in the case of the Equity Commitment Letters, have committed, committed to provide the Purchaser with debt and equity financing. The commitments described in the Commitment Letter and the Equity Commitment Letters are not subject to any condition precedent other than the terms and conditions expressly set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. As of the date hereof, and as hereof each of the Closing, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof Commitment Letter and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There Commitment Letters are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed in full force and delivered by, effect and is a legal, valid and binding obligation ofof the Purchaser, Parent the Equity Sponsors and the Investor Lenders, no amendment or Investors party theretomodification to the Commitment Letter or the Equity Commitment Letters are contemplated, and each as of the Debt date hereof no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser under the Commitment Letters has been duly executed and delivered byLetter or the Equity Commitment Letters, and is a legal, valid and binding obligation of, Parent and all other parties theretorespectively. As of the date hereof, each of hereof the Financing Commitments is in full force and effect and Purchaser has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and neither Parent nor Sub has reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing of the financing to be satisfied by it contained in the Financing CommitmentsCommitment Letter or the Equity Commitment Letters and is not aware of any fact, occurrence or condition that may cause either of such financing commitments to terminate or be ineffective or any of the terms or conditions of closing of such financings not to be met or of any impediment to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Equity Commitment Letters is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letters will in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid by the Purchaser under this Agreement in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expenses.

Sufficient Funds. Section 5.9 Parent has delivered to the Company true and complete copies of the Wells Fargo Century Inc. Letter, dated as of the date hereof, by axx xxong Wells Fargo Century Inc., Parent Disclosure Schedule sets forth complete and accurate copies of (a) executed commitment letters Merger Sub (the “Debt Commitment Letters”) from "FIRST DEBT LXXXXX"), the lenders named therein Ore Hill Fund L.P. Letter, dated as of the date hereof, by and among Ore Hill Fund L.P., Parent and Merger Sub (the “Lenders”)"SECOND DEBT LETTER") and the Chase Capital Letter, pursuant to which dated as of the Lenders have committeddate hereof, subject to by and among the terms Chase Capital business unit of JPMorgan Chase & Co., Parent and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement Merger Sub (the “"THIRD DEBT LETTER" and, together with the First Debt Financing”Letter and the Second Debt Letter, the "DEBT COMMITMENT LETTERS") and (b) executed the commitment letter letters, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Xxxxie Capital and Middlegate Securities Ltd. (the “Equity Commitment Letter” "EQUITY COMMITMXXX XXTTERS" and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and, together with the Debt Financing"COMMITMENT LETTERS", the “Financing”financing to be provided thereunder is referred to herein as the "FINANCING"). The Equity Commitment Letter providesaggregate proceeds of the Financing are in an amount sufficient to consummate the Transactions, including to pay the aggregate Merger Consideration, and will continue to provide, that the Company is a third-party beneficiary thereofpay all related fees and expenses. As of the date hereof, and as none of the ClosingCommitment Letters has been withdrawn, the funds provided by the Financing, together with Parent’s cash on hand (as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment of the aggregate Merger Consideration, Option Consideration and Performance Award Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent or other contingencies related to the respective obligations funding of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the full amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) than those set forth in any the Commitment Letters. Subject to receipt of the Financing Commitments inaccurate. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as aggregate proceeds of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied Financing, at or before the Effective Time, Parent and neither Parent nor Merger Sub has reason will have sufficient cash and cash equivalent resources available to believe that it will be unable pay the aggregate Merger Consideration pursuant to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Financing CommitmentsTransactions.

Sufficient Funds. Buyer will have available to it at the Closing sufficient funds to enable Buyer to consummate the Transactions and to satisfy its obligations hereunder and thereunder, including the obligations pursuant to Section 5.9 3.9(a) and Section 3.10(c)(i). Buyer has delivered to the Company true, correct and complete copies of the Parent Disclosure Schedule sets forth complete commitment letter, dated as of July 18, 2017, from Xxxxxx Xxxxxxx Senior Funding, Inc., Bank of America, N.A. and accurate copies of Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated (a) executed commitment letters the “Commitment Parties”), to Crown Castle International Corp. (the “Debt Commitment Letters”) from the lenders named therein (the “LendersLetter”), pursuant to which the Lenders Commitment Parties have committed, upon the terms and subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (b) executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) from the investors named therein (the “Investors”), pursuant to which the Investors have committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (subject to any “market flex” provisions included in the fee letter dated as of July 18, 2017 referred to in the Debt Commitment Letter (the “Equity FinancingFee Letter”), a true and complete copy of which has been delivered to the Company with fees, economic terms and “market flex” andprovisions redacted), together with to provide the financing set forth in the Debt Financing, Commitment Letter (the “Financing”). The Equity Debt Commitment Letter providesis (i) in full force and effect, (ii) the legal, valid and binding obligation of Crown Castle International Corp. and, to the Knowledge of Buyer, of each of the Commitment Parties, and will continue (iii) to providethe Knowledge of Buyer, that Enforceable in accordance with its terms against the Company is a third-party beneficiary thereofCommitment Parties. As of the date hereof, and as no Commitment Party has notified Buyer or any of its Affiliates of its intention to terminate the Debt Commitment Letter or not to provide its applicable portion of the ClosingFinancing. The Debt Commitment Letter constitutes the entire and complete agreement between the parties thereto with respect to the Financing and has not been amended, modified or terminated prior to the date hereof. Other than the Debt Commitment Letter and the Fee Letter related thereto, neither Buyer nor any of its Affiliates has entered into any side letter or other Contract that would affect the amount, timing or availability of, or conditionality applicable to, the funds provided by Financing. The commitments contained in the FinancingDebt Commitment Letter have not been reduced, together with Parent’s cash on hand (withdrawn or rescinded as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement, including payment and no event has occurred which, with or without notice, lapse of the aggregate Merger Considerationtime or both, Option Consideration and Performance Award Consideration and payment of all fees and expenses related would or would reasonably be expected to the transactions contemplated by this Agreement and constitute a default or breach under any refinancing of indebtedness of Parent term or the Company or their respective Subsidiaries in connection therewith. Except as set forth in the Financing Commitments, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of the Investors to fund the Equity Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit the Investors to reduce the amount of the Equity Financing or that could otherwise affect the availability of the Debt Financing or the Equity Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and the Investor or Investors party thereto, and each condition of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and all other parties thereto. As Letter on the part of the date hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereofCrown Castle International Corp. or, to the knowledge Knowledge of ParentBuyer, any of the Commitment Parties. To the Knowledge of Buyer, assuming the accuracy of the representations and warranties set forth in Article IV and Article V such that the condition set forth in Section 8.2(a) is satisfied and the satisfaction of the other conditions set forth in Section 8.1 or 8.2, there is no fact fact, occurrence or occurrence existing condition that would make any of the assumptions or statements (including assumptions) set forth in the Debt Commitment Letter inaccurate in any of the Financing Commitments inaccurate. Assuming no breach material respect or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the commitments provided in the Debt Commitment Letter to be terminated, reduced or ineffective or any of the conditions contained therein not to funding be met. The consummation of the Financing not is subject to be satisfied at no conditions precedent or before contingencies other than those expressly set forth in the Effective Time, and neither Parent Debt Commitment Letter. Neither Buyer nor Sub any of its Affiliates has any reason to believe that it or any other party to the Debt Commitment Letter will be unable to satisfy on a timely basis any term thereof that could affect the amount, timing or condition of closing availability of, or conditionality applicable to, the Financing. All commitments and other fees required to be paid under the Debt Commitment Letter prior to the date hereof have been paid in full. Assuming the accuracy of the representations and warranties set forth in Article IV and Article V such that the condition set forth in Section 8.2(a) is satisfied and the satisfaction of the other conditions set forth in Section 8.1 or Section 8.2, the aggregate proceeds contemplated by it the Debt Commitment Letter when funded, together with other cash-on-hand and available capacity under Buyer’s revolving credit facility, would be sufficient for Buyer to pay the payments set forth in Section 3.9(a). Notwithstanding anything to the contrary contained herein, Buyer expressly acknowledges and agrees that Buyer’s obligations hereunder are not conditioned in the Financing Commitmentsany manner upon Buyer obtaining any financing.