Common use of Sufficient Funds Clause in Contracts

Sufficient Funds. (a) Parent has delivered to the Company an accurate and complete copy of a commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 (the “Commitment Letter”), between Parent and Jefferies Finance LLC (“Jefferies”), pursuant to which Jefferies has agreed, subject to the terms and conditions set forth therein (the “Financing Conditions”), to provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, the Financing Commitment has not been amended, supplemented or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to be satisfied by it on or prior to the Closing. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

Sufficient Funds. (a) Parent has delivered to the Company an accurate true and complete copy copies of a commitment letterthe Wells Fargo Century Inc. Letter, dated as of the date hereof, by and xxxxx Wells Fargo Century Inc., Parent and 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 all schedules the First Debt Letter and exhibits theretothe Second Debt Letter, the "Debt Commitment Letters") and the commitment letters, dated November 7as of the date hereof, 2013 between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (the “"Equity Commitment Letter”Xxxxxrs" and, together with the Debt Commitment Letters, the "Commitment Letters", the financing to be provided thereunder is referred to herein as the "Financing"), between Parent and Jefferies Finance LLC (“Jefferies”), pursuant . The aggregate proceeds of the Financing are in an amount sufficient to which Jefferies has agreed, subject to the terms and conditions set forth therein (the “Financing Conditions”), to provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing consummate the Transactions, including to pay the repayment or refinancing of certain of the Company’s aggregate Merger Consideration, and the Company Subsidiary’s existing indebtedness and to pay all related fees and expenses. (b) The Financing Commitment is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, the Financing Commitment has not been amended, supplemented or modified in any respect, and none of the commitments contained therein Commitment Letters has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the date hereof. There there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the ClosingFinancing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition those set forth in the Financing Commitment that is required Letters. Subject to be satisfied by it on or prior to receipt of the Closing. (c) At aggregate proceeds of the Acceptance Time and Financing, at the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financingwill have sufficient cash and cash equivalent resources available to pay the aggregate Merger Consideration pursuant to the Transactions.

Sufficient Funds. (a) 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 has delivered to the Company an accurate and complete copy of obtained a commitment letterletter from MUFG Bank, together with all schedules Ltd. and exhibits theretoMizuho Bank, dated November 7Ltd. (collectively, 2013 (the “Commitment LetterFinancing Sources”), between Parent and Jefferies Finance LLC (“Jefferies”)dated as of September 10, 2018, pursuant to which Jefferies has the Financing Sources have agreed, subject to the terms and conditions set forth therein therein, to provide debt financing to Parent in the aggregate amount of $6.5 billion (or its equivalent amount in Japanese Yen) (the “Financing ConditionsFinancing”) to consummate the Merger and to perform its obligations under this Agreement (the “Commitment Letter”), a true and complete copy of which Parent has delivered to provide the debt financing set forth therein (Company. As of the “Financing Commitment”) for the purpose of financing the Transactionsdate hereof, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment Letter is in full force and effect as of and constitutes the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, the Financing Sources to provide the Financing subject only to the Bankruptcy satisfaction or waiver of the conditions precedent set forth in Section 5 of the term sheet attached as an exhibit to the Commitment Letter (the “Financing Conditions”). Parent has fully paid (or caused to be paid) any and Equity Exceptionall commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Financing. As of the date hereof, the Financing commitment contained in the Commitment Letter has not been amended, supplemented withdrawn or rescinded in any respect (and no Financing Source has indicated an intent to so withdraw or rescind). The Commitment Letter has not been amended or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or respect prior to the date of 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, any other party thereto) or failure by Parent (or to the knowledge of Parent, any other party thereto) to satisfy a condition precedent set forth therein. Parent has no 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 of 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 full amount of Financing on the Financing Commitment at the Closing, Closing Date other than the Financing Conditions. As The net proceeds of the date hereofFinancing contemplated by the Commitment Letter, together with cash of Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth will, in the Financing Commitment that is required aggregate, provide funds to be satisfied by it on or prior to the Closing. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time sufficient to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay the making of all related fees and expensesClosing Date Payments on the Closing Date. Parent understands and Merger Sub acknowledge acknowledges that their obligations under the terms of this Agreement are Agreement, Parent’s obligation to consummate the Transactions is not contingent or conditioned in any manner on way contingent upon or otherwise subject to Parent’s consummation of any financing arrangements, Parent’s obtaining of any funds financing or financingthe availability, grant, provision or extension of any financing to Parent.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (a) 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 has delivered to the Company an accurate true and complete copy copies of a executed commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 letters (the “Commitment Letter”), between Parent and Jefferies Finance LLC (“JefferiesFinancing Commitments”), pursuant to which Jefferies has the parties thereto have agreed, subject only to the terms and conditions precedent set forth therein (the “Financing Conditions”), to provide or cause to be provided the debt bank financing set forth therein for the purposes of financing the transactions contemplated hereby, including the Offer and the Merger (the “Financing CommitmentFinancing”) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) ). The Financing Commitment is Commitments are in full force and effect as of the date hereof and is a are legal, valid and binding obligation obligations of Parent and Jefferiesthe Purchaser and, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exceptionknowledge of Parent, the other parties thereto. As There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the date hereof, full amount of the Financing Commitment has not been amended, supplemented or modified in any respect, and none of other than the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respectFinancing Conditions. Parent has or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitment Commitments that are payable on or prior to the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. 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 Parent or the Purchaser under any Financing Commitment, and, as of the date hereof, neither Parent nor the Purchaser has no reason any reasonable basis to believe that it or Merger Sub will be unable to satisfy on a timely basis any material term or condition set forth in the Financing Commitment that is required to be satisfied by it in any of the Financing Commitments on or prior to the Closing. (c) At the Acceptance Time Time. Parent has, together with Parent’s current cash on hand and the Effective Timeexisting credit facility, Parent will have available, and will make sufficient funds available to Merger Sub (through Intermediary), all timely fund each of the funds necessary as draws under the Note in accordance with the term of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financingNote.

Sufficient Funds. Section 5.9 of the Parent Disclosure Schedule sets forth complete and accurate copies of (a) Parent has delivered to the Company an accurate and complete copy of a executed commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 letters (the “Debt Commitment LetterLetters”), between Parent and Jefferies Finance LLC ) from the lenders named therein (the “JefferiesLenders”), pursuant to which Jefferies has agreedthe 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 “Financing ConditionsEquity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide provide, that the debt financing set forth therein (Company is a third-party beneficiary thereof. As of the “Financing Commitment”) for date hereof, and as of the purpose of financing the TransactionsClosing, the repayment or refinancing of certain of funds provided by the CompanyFinancing, together with Parent’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. cash on hand (b) The Financing Commitment is in full force and 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 of, Parent and Jefferiesthe Investor or Investors party thereto, enforceable against 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 Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exceptionall other parties thereto. As of the date hereof, each of the Financing Commitment Commitments is in full force and effect and has not been amended, supplemented withdrawn or terminated or otherwise amended or modified in any respect, . All commitment and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with required to be paid under the Financing Commitment that are payable Commitments on or prior to the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closinghereof have been paid and, other than the Financing Conditions. As 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 no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required of closing to be satisfied by it on or prior to contained in the ClosingFinancing Commitments. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

Sufficient Funds. (a) Parent has delivered to the Company true, complete and correct copies as of the date of this Agreement of an accurate and complete copy of a executed commitment letterletter (as the same may be amended or replaced in accordance with Section 5.13, together with all schedules and exhibits thereto, dated November 7, 2013 (the “Commitment Letter”), between Parent and Jefferies Finance LLC (“JefferiesDebt Financing Commitment”), pursuant to which Jefferies has the Debt 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 “Financing ConditionsDebt Financing”), to provide . As of the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing the Transactionsdate hereof, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Debt Financing Commitment is in full force and effect as of the date hereof and is a the legal, valid and binding obligation of Parent and Jefferiesany Affiliates of Parent party thereto (and, to Parent’s knowledge, the Debt Financing Sources) and enforceable against Parent and Jefferies any Affiliates of Parent (and, to Parent’s knowledge, the Debt Financing Sources) in accordance with its terms and conditionsterms, subject to the Bankruptcy and Equity Exception. As of the date hereof, the Debt Financing Commitment has not been amended, supplemented amended or modified in any respect, and none of the commitments contained therein has in the Debt Financing Commitment have not been withdrawn, terminated, repudiated withdrawn or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with Assuming the Financing Commitment that are payable on or prior to the date hereof. There are no conditions precedent or other contingencies related to the funding accuracy of the full amount of the Financing Commitment at the ClosingCompany’s representations and warranties set forth in Article 3, other than the Financing Conditions. As 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, any other party thereto, under the Debt Financing Commitment and no Parent Party has no any reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required of closing to be satisfied by it (and, to the knowledge of Parent, any other party thereto) in the Debt Financing Commitment on or prior to the Closing. (c) At Closing Date. There are no conditions precedent related to the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all funding of the funds necessary full amount of the Debt Financing other than as set forth in or contemplated by the Debt Financing Commitment. As of such time 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 consummate the TransactionsCompany, including 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’s available cash, Intermediary’s and Merger Sub’s payment obligations under Article 4 and 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 acknowledge that their obligations under this Agreement are not contingent subject to any conditions regarding Parent’s, Merger Sub’s, their respective Affiliates’ or conditioned in any manner on obtaining other Person’s (including, for the avoidance of doubt, the Company’s or any funds or financingSubsidiary of the Company’s) ability to obtain the Debt Financing.

Sufficient Funds. (a) Parent has delivered to the Company complete and accurate copies of (a) an accurate and complete copy of a executed commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 letter (the “Debt Commitment Letter”)) from Credit Suisse Securities (USA) LLC, between Parent Credit Suisse AG, HSBC Securities (USA) Inc., HSBC Bank USA, National Association, and Jefferies Finance LLC Australia and New Zealand Banking Group Limited (the “JefferiesLenders”), pursuant to which Jefferies the Lenders have committed, on the terms and subject to the 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”), (b) an executed commitment letter (the “Affiliate Commitment Letter” and, together with the Debt Commitment Letter, the “Financing Commitments”) from Investor, pursuant to which Investor has agreedcommitted to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Financing ConditionsAffiliate Financing” and, together with the Debt Financing, the “Financing”), to provide ) and (c) the debt financing set forth therein fee letter associated with the Debt Commitment Letter (the “Financing CommitmentFee Letter”) for (it being understood that such letter has been redacted to omit the purpose fee amounts provided therein). The 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 financing the Transactions, the repayment or refinancing of certain Parent. As of the Companydate hereof, and, to Parent’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment is in full force and effect 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), will be, if funded at Closing, sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement 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 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 Commitments 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 Investor to fund the 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 Investor to reduce the amount of the Affiliate Financing or that could otherwise affect the availability of the Debt Financing or the Affiliate Financing. The Affiliate Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and Investor and the Debt Commitment 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 Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to senior notes as contemplated by the Bankruptcy and Equity ExceptionDebt Commitment Letter. As of the date hereof, each of the Financing Commitment Commitments is in full force and effect and has not been amended, supplemented withdrawn or terminated or otherwise amended or modified in any respect, . All commitment and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with required to be paid under the Financing Commitment that are payable Commitments on or prior to the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closinghereof have been paid and, other than the Financing Conditions. As 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 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, subject to such assumption, neither Parent nor Sub has no reason to believe as of the date hereof that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required of closing to be satisfied by it on or prior to contained in the ClosingFinancing Commitments. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

Sufficient Funds. (a) The aggregate proceeds from the Financing, together with Parent’s current cash on hand, will provide Parent with sufficient funds at the Effective Time to consummate the Merger and to pay all costs, fees and expenses incurred by Parent, Merger Sub and the Company in connection with this Agreement and the transactions contemplated by this Agreement (including any refinancing or repayment of indebtedness of Parent, Merger Sub or the Company required in connection therewith). (b) Parent has delivered to the Company an accurate true, complete and complete copy correct copies of a executed commitment letter, together with all schedules and exhibits theretoletters, dated November 7as of the date hereof, 2013 from Xxxxxx Xxxxxxx Senior Funding, Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Bank of America, N.A. (the “Commitment Letter”), between Parent and Jefferies Finance LLC (“JefferiesFinancing Commitments”), pursuant to which Jefferies has the Debt Financing Sources parties thereto have agreed, subject only to the terms and conditions precedent set forth in the fourteenth paragraph of the Financing Commitment letter; the Certain Funds Provision (as defined in the Financing Commitments) therein and, solely with respect to the senior secured facilities described in the Financing Commitments, the other conditions set forth therein in Part IV of the Senior Term Sheet (as defined in the Financing Commitments) under the heading “Initial Conditions” and the conditions set forth in clause (a) of Part IV of the Senior Term Sheet under the heading “Ongoing Conditions”; and, solely with respect to the bridge facility described in the Financing Commitments, the other conditions set forth in Section 4 of the Bridge Term Sheet (as defined in the Financing Commitments) under the heading “Initial Conditions” (collectively, the “Financing Conditions”), to provide the debt financing set forth therein for the purposes of financing the transactions contemplated hereby (the “Financing CommitmentFinancing”) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) ). The Financing Commitment is Commitments are in full force and effect as of the date hereof of this Agreement and is a are legal, valid valid, binding and binding obligation enforceable obligations of Parent and Jefferiesand, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity ExceptionKnowledge of Parent, the other parties thereto. As of the date hereofof this Agreement, none of the Financing Commitment Commitments has not been amended, supplemented or modified in any respect, and none of the respective commitments contained therein has in the Financing Commitments have not been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with None of the Financing Commitments will be amended, supplemented, modified or waived in any respect at any time thereafter except as expressly permitted by Section 5.13(b). 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 Parent or Merger Sub under any term, or a failure of any condition, of any Financing Commitment and neither Parent nor Merger Sub has any reason to believe that are payable (i) it or any other party thereto will be unable to satisfy on a timely basis any term of, or condition set forth in, the Financing Commitments on or prior to the date hereofClosing or (ii) the Financing will not be made available to Parent and Merger Sub on the Closing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions, and the only conditions precedent or other contingencies relating to the funding of the Financing on the Closing that will be included in the definitive documentation with respect to the Financing shall be the Financing Conditions. As There are no side letters or other agreements, Contracts or arrangements related to the funding of the full amount of the Financing or the financing of any of the transactions contemplated by this Agreement other than as expressly set forth in the Financing Commitments, the fee letters, dated as of the date hereof, from Xxxxxx Xxxxxxx Senior Funding, Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Bank of America, N.A. relating to the Financing Commitments, a true, complete and correct copy of which Parent has no reason delivered to believe that it the Company in a redacted form removing only the fees payable on the Closing to the Debt Financing Sources party thereto, and the engagement letter, dated as of the date hereof, from Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated relating to the Financing, a true, complete and correct copy of which Parent has delivered to the Company in a redacted form removing only the fees payable on the Closing. Parent has fully paid (or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required 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, and Parent represents that any other fees that are due under the Financing Commitments are required to be paid no earlier than the Closing. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

Sufficient Funds. (a) Parent has delivered to Assuming (i) the accuracy of the representations and warranties of the Company in Section 3.5(a) and Section 3.8 and (ii) that the Debt Financing is funded in accordance with the Debt Commitment Letter, at the Closing the Parent Entities will have sufficient cash on hand to consummate the transactions contemplated by this Agreement and satisfy all of its obligations under this Agreement, including the payment of the Merger Consideration, any fees and expenses of or payable by the Parent Entities, Merger Sub I, Merger Sub II or the Surviving Company, any payments in respect of equity compensation obligations required to be made in connection with, or as a result of, the Mergers and any repayment or refinancing of any outstanding Indebtedness of the Parent Entities, the Company and their respective Subsidiaries required in connection therewith (collectively, the "Financing Purposes"). (b) As of the date of this Agreement, the Parent Entities, Merger Sub I and Merger Sub II have received (i) an accurate and complete copy executed equity commitment letter dated as of a commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 date of this Agreement (the “"Equity Commitment Letter”), between Parent and Jefferies Finance LLC ") from the equity financing sources party thereto (“Jefferies”), the "Equity Financing Sources") pursuant to which Jefferies has agreedthe Equity Financing Sources have committed to provide the amount of cash equity financing as set forth in the Equity Commitment Letter, subject to the terms and conditions set forth therein (the “Financing Conditions”"Equity Financing"), and (ii) an executed debt commitment letter and executed fee letter associated therewith, each dated as of date of this Agreement (such commitment letter, and all attached exhibits, schedules, annexes that are delivered on date of this Agreement and amendments thereto permitted by the terms hereof and any fee letter delivered on the date of this Agreement (which fee letter may be redacted as described below), collectively, the "Debt Commitment Letter" and, together with the Equity Commitment Letter, the "Commitment Letters") from the lenders party thereto (collectively, the "Lenders"), pursuant to which the Lenders have committed, subject to the terms and conditions set forth in the Debt Commitment Letter, to provide to the debt Parent Entities the amount of financing set forth therein in the Debt Commitment Letter (the “Financing Commitment”"Debt Financing" and, together with the Equity Financing, the "Financing") for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expensesFinancing Purposes. (bc) The Financing Commitment is in full force A true, correct and effect as complete copy of each of the fully executed Equity Commitment Letter, the fully executed Debt Commitment Letter and the fee and engagement letters related to the Debt Commitment Letter, each as in effect on date hereof of this Agreement has been provided to the Company except that, in the case of the Debt Commitment Letter and related fee and engagement letters, the fees and other commercially sensitive information therein (including provisions in such fee letter related solely to fees, "flex terms" and economic terms) may have been redacted; provided, however, that no redacted term provides that the aggregate amount or net cash proceeds of the Debt Financing set forth in the unredacted portion of the Debt Commitment Letter could be reduced below the amount necessary to satisfy the Financing Purposes, or adds any conditions, contingencies or affects the availability of all or any portion of the Debt Financing (other than any fees, expenses, original issue discounts and similar premiums and charges) or the enforceability of the Debt Commitment Letter. (d) As of date of this Agreement, (i) the Parent Entities have fully paid (or caused to be paid) all commitment and other fees, if any, required by the Commitment Letters (including the fee and engagement letters related to the Debt Commitment Letter) to be paid on or before date of this Agreement and (ii) each Commitment Letter (including the fee and engagement letters related to the Debt Commitment Letter) is a legal, valid and binding obligation of the Parent and JefferiesEntities and, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As knowledge of the date hereofParent Entities, the Financing Commitment each other party thereto, and in full force and effect, has not been (other than as permitted hereunder), amended, supplemented modified, withdrawn, terminated or modified rescinded in any respect, and none no event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to constitute a breach thereunder on the part of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees Entities. (e) There are no side letters or other fees agreements relating to the Commitment Letters (including the fee letter entered into in connection with the Debt Financing) that would (A) impair, delay or prevent the consummation of the Mergers, (B) reduce the aggregate amount of the Debt Financing (unless such reduction is matched with an equal increase of the Equity Financing under the Equity Commitment that are payable on Letter and/or Replacement Financing), (C) impose new or prior additional conditions or otherwise expand, amend or modify any of the conditions to the date hereofreceipt of the Financing or (D) otherwise reasonably be expected to adversely affect the ability of the Parent Entities to timely consummate the Mergers. There Except as expressly set forth in the Equity Commitment Letter, there are no conditions precedent or other contingencies related to the funding obligation of the full Equity Financing Sources to provide the Equity Financing or any contingencies that would permit the Equity Financing Sources to reduce the total amount of the Financing Commitment at the Closing, other than the Financing Conditions. Equity Financing. (f) As of date of this Agreement, the date hereof, Parent has no Entities do not have any reason to believe that it or Merger Sub any of the conditions to the Financing applicable to them will not be unable to satisfy satisfied on a timely basis any term or condition set forth in that the Financing Commitment that is required to will not be satisfied by it on or prior available to the Closing. (c) At Parent Entities on the Acceptance Time and date on which the Effective TimeClosing should occur pursuant to Section 1.5. The obligations of the Parent Entities, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent I and Merger Sub acknowledge that their obligations II under this Agreement are not contingent or conditioned in any manner on upon the Parent Entities obtaining any funds or financing.

Sufficient Funds. Subject to the receipt of the Requisite Significant Stockholder Stockholder Approval, Parent and Merger Sub collectively have, and Parent will make available to Merger Sub, sufficient funds to consummate the Transactions (including sufficient funds (a) to pay the aggregate Merger Consideration pursuant to Article III, (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 copies of the Equity Commitment Letters to provide equity financing for the Transactions in an accurate and complete copy of a commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 (the “Commitment Letter”), between Parent and Jefferies Finance LLC (“Jefferies”), pursuant to which Jefferies has agreed, subject to the terms and conditions aggregate amount set forth therein (the “Financing ConditionsEquity Financing”), to provide the debt financing set forth therein including all exhibits, schedules or amendments thereto, which have not been amended or modified (the “Financing Commitment”and no such amendment or modification is contemplated) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exceptionthis Agreement. As of the date hereofof this Agreement, the Financing Equity Commitment has not been amendedLetter executed by Significant Stockholder is still subject to the Requisite Significant Stockholder Stockholder Approval. As of the date of this Agreement, supplemented or modified in any respect, and none of the commitments contained therein has in the Equity Commitment Letters have not been withdrawn, terminated, repudiated withdrawn or rescinded in any respect. As of the date of this Agreement, each Equity Commitment Letter is in full force and effect, constitutes legal, valid and binding obligations of Parent and, to Parent’s Knowledge, the other parties thereto, and is enforceable in accordance with its terms against Parent and Merger Sub, as applicable, and, to Parent’s Knowledge, the other parties thereto (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 of this Agreement, 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 terms or conditions set forth in such Equity 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, default or failure to satisfy any condition precedent set forth therein. There is no fact or occurrence existing 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 set forth in the Equity Commitment Letters inaccurate, (b) result in any of the conditions 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. 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 this Agreement by Significant Stockholder. As of the date of this Agreement, 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 fees or other fees in connection with the Financing required by any Equity Commitment Letter that are payable on or prior to due as of the date hereofof 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 a party other than as set forth in such Equity Commitment Letter. Each Equity Commitment Letter contains all of the conditions precedent or other contingencies related to the funding obligations of the full amount parties thereunder to make Equity Financing available to Parent and Merger Sub on the terms therein. Subject to the satisfaction of the Financing Commitment at the Closingconditions contained in Sections 7.1 and 7.2, other than the Financing Conditions. As as of the date hereof, of this Agreement Parent has and Merger Sub have no reason to believe that it or Merger Sub will be unable any of the conditions precedent to satisfy on a timely basis any term or condition the Equity Financing as set forth in the Financing any Equity Commitment that is required to Letter will not be satisfied by 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 on or prior is agreed that it is not a condition to Closing under this Agreement, for Parent to obtain the financing pursuant to the Closing. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expensesEquity Commitment Letters or any alternative financing. Parent and Merger Sub acknowledge that their obligations have obtained the consent of the other parties under this Agreement are not contingent the Equity Commitment Letters to publicly file the Equity Commitment Letters with the SEC if requested by the SEC or conditioned in any manner on obtaining any funds or financingrequired by Law.

Sufficient Funds. (a) Parent As of the date of this Agreement, Purchaser has delivered cash and sufficient funds currently available under the Credit Agreement, dated April 27, 2006, among Sensata Technologies, B.V., Sensata Technologies Finance Company, LLC, Sensata Technologies Intermediate Holding B.V., each lender from time to time party thereto and Xxxxxx Xxxxxxx Senior Funding, Inc. (the Company “Credit Facility”) which together constitute an accurate amount sufficient to pay the Purchase Price in full and any related fees or expenses (collectively, “Sufficient Payment Resources”). Purchaser has Made Available to Sellers a true, correct and complete copy of a commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 (the “Commitment Letter”), between Parent and Jefferies Finance LLC (“Jefferies”), pursuant to which Jefferies has agreed, subject to the terms and conditions set forth therein (the “Financing Conditions”), to provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity ExceptionCredit Facility. As of the date hereof, there is no condition that is not capable of being satisfied to the Financing Commitment has not been amendedavailability of funds under the Credit Facility in an amount which, supplemented or modified in any respecttogether with cash available to pay the Purchase Price, will constitute Sufficient Payment Resources, and none of the commitments contained therein Purchaser has been withdrawnno knowledge of, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub as of the Closing there will be unable any condition that cannot be satisfied to satisfy on a timely basis any term or condition set forth the availability of funds under the Credit Agreement in an amount which, together with cash available to pay the Purchase Price, will constitute Sufficient Payment Resources. At the Closing Date, Purchaser will have (i) cash and (ii) funds available under the Credit Facility and/or funds available under another credit facility, which in the Financing Commitment that is required aggregate will constitute an amount sufficient to be satisfied by it on pay the Purchase Price in full and any related fees or prior to the Closingexpenses. (cb) At Immediately following the Acceptance Time Closing after giving effect to the transactions contemplated hereby, the Purchaser will be Solvent. As used herein, “Solvent” means with respect to any Person on a particular date, that on such date (i) the fair value of the property of such Person is greater than the total amount of liabilities, including, contingent liabilities, of such Person, (ii) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and the Effective Timematured, Parent will have available(iii) such Person does not intend to, and will make available to Merger Sub (through Intermediary)does not believe that it will, all of the funds necessary as of incur debts or liabilities beyond such time to consummate the Transactions, including Parent’s, IntermediaryPerson’s and Merger Sub’s payment obligations under Article 4 and ability to pay such debts and liabilities as they mature and (iv) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all related fees the facts and expenses. Parent and Merger Sub acknowledge circumstances existing at such time, represents the amount that their obligations under this Agreement are not contingent can reasonably be expected to become an actual or conditioned in any manner on obtaining any funds or financingmatured liability.

Sufficient Funds. (a) Parent has delivered to the Company an accurate complete, correct and complete copy fully executed copies of a commitment letterletter and a related fee letter (which in the case of such fee letter may be subject to redaction in a customary manner with respect to fee amounts, together with all schedules and exhibits theretoincluding fee amounts in any flex terms) (collectively, dated November 7, 2013 (the “Commitment Letter”), between Parent and Jefferies Finance LLC (“Jefferies”), ) from the Financing Sources pursuant to which Jefferies has agreedthe Financing Sources have committed to provide to Parent and Merger Sub, upon the terms and subject to the terms and conditions set forth therein (the “Financing Conditions”)therein, to provide the debt financing in the amounts set forth therein (the “Financing Commitment”) for the purpose purposes of financing the Transactionstransactions contemplated by this Agreement, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and paying related fees and expenses. expenses (b) The Financing Commitment is in full force and effect as of such debt financing, the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception“Initial Financing”). As of the date hereof, the Financing 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, supplemented amended or modified in any material respect, and none and, to the knowledge of Parent, the commitments contained therein has in the Commitment Letter have not been withdrawn, terminated, repudiated rescinded or rescinded otherwise modified in any material respect. Subject to the terms and conditions of 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 pay all obligations of Parent and Merger Sub hereunder, including (a) the amounts payable pursuant to Section 1.4(e), and (b) all of the out-of-pocket costs of 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 redacted fee letter provided to the Company as of the date hereof) and other than certain customary engagement letters and confidentiality agreements with respect to the Initial Financing, there are no other fee letters, engagement letters, side letters, agreements, contracts or other arrangements relating to the Commitment Letter. As of the date hereof, 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 part 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 Commitment Letter or otherwise result in any portion of the Initial Financing to be unavailable or materially delayed. As of the date hereof, and assuming that the conditions set forth in Section 5.1 and Section 5.3 are satisfied, Parent does not have reason to believe that it will be unable to satisfy on a timely basis any condition to the Initial Financing under the Commitment Letter required to be satisfied by it 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 Commitment Letter that are due and payable on or prior to before the date hereofof this Agreement. There are no conditions precedent or other contingencies related to the funding Each of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to be satisfied by it on or prior to the Closing. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge affirms that their it is not a condition to the Closing or to any of its other obligations under this Agreement are not contingent (including consummating the Merger) that Parent and/or Merger Sub (or conditioned in the Surviving Company) obtain financing for or related to any manner on obtaining any funds or financingof the transactions contemplated by this Agreement.

Sufficient Funds. (a) Prior to the date of this Agreement, Parent has delivered to the Company an accurate complete, correct and complete copy executed copies of a commitment letter(i) the letter dated January 18, together with all schedules 2006, from Banc of America Securities LLC, Banc of America Bridge LLC, Bank of America, N.A., Bear Stxxxxx & Co. Inc. and exhibits thereto, dated November 7, 2013 (the “Commitment Letter”), between Parent and Jefferies Finance LLC (“Jefferies”)Bear Stxxxxx Xorporate Lending Inc., pursuant to which Jefferies has agreedthe parties thereto have committed, subject to the terms and conditions set forth therein therein, to provide or cause to be provided debt financing of up to $2,075,000,000 in connection with the Transactions (the “Debt Commitments” ) and (ii) the letter dated January 18, 2006, from Baxx Xapital Fund VIII, L.P. (“Bain”) pursuant to which Bain and or its Affiliates have committed, subject to the terms and conditions set forth therein, to provide or cause to be provided equity financing of up to $500,000,000 in connection with the Transactions (the “Equity Commitment” and, together with the Debt Commitments, the “Financing ConditionsCommitments”), with respect to provide the debt financing set forth therein of the Transactions (the “Financing CommitmentFinancing”) for the purpose of financing the Transactions), the repayment including all exhibits, schedules or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) amendments thereto. The Financing Commitment is Commitments are in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, the Financing Commitment has not been amended, supplemented or modified in any respecteffect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the date hereof. There there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the ClosingFinancing, other than as set forth in or expressly contemplated by the Financing ConditionsCommitments. As 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 pursuant to the Merger, to make all payments in respect of all Company Options, to perform Parent’s and Merger Sub’s other obligations under this Agreement and to pay all fees and expenses related to the Transactions payable by either of them. Assuming the accuracy of the representations and warranties of the Company set forth in Article IV, as of the date hereof, of this Agreement Parent has and Merger Sub have no reason to believe that it any of the 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 Parent and/or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to be satisfied by it on or prior to the ClosingClosing Date. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

Sufficient Funds. (a) Parent has The Purchasing Parties have delivered to the Company an accurate Seller Parent true and complete copy copies of a (i) an executed commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 letter from Purchaser Guarantor (the “Commitment Equity Funding Letter”), between Parent ) to provide equity financing in an aggregate amount of at least $345,500,000 (the “Equity Financing”) and Jefferies Finance LLC (ii) executed debt commitment letters from Citigroup Global Markets Inc. (the “JefferiesFinancing Commitments”), pursuant to which Jefferies Citigroup Global Markets Inc. has agreed, subject agreed to the terms and conditions set forth therein provide or cause to be provided at least $505,000,000 at Closing (the “Financing ConditionsDebt Financing”, and, together with the Equity Financing, the “Financing”). The Purchasing Parties have disclosed and made available to the Selling Parties all other agreements, arrangements or understandings (whether oral or written) related to provide the Financing, 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 financing set forth therein (financings similar to the “Debt Financing. Except as otherwise permitted by this Agreement, none of the Equity Funding Letter or Financing Commitment”) for Commitments has been or will be amended or modified, and the purpose respective commitments contained in the Equity Funding Letter and the Financing Commitments have not been withdrawn or rescinded in any respect as of financing the Transactionsdate of this Agreement. Except to the extent amended in accordance with its terms, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment Equity Funding Letter is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent the Purchasing Parties that are party thereto and Jefferiesthe other party thereto. Each of the Financing Commitments is in full force and effect and is a legal, enforceable against Parent valid and Jefferies in accordance with its terms and conditionsbinding obligation of the Purchasing Parties and, subject to the Bankruptcy and Equity Exceptionknowledge of the Purchasing Parties, the other parties thereto. As of the date hereofof 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 Commitment has not been amended, supplemented or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the date hereofCommitments. There are no conditions precedent or relating to the funding of the full amount of the Financing, other contingencies related 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 Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to not be satisfied by it on or prior to the Closing. (c) At Closing Date. The Purchasing Parties have fully paid any and all commitment fees or other fees required by the Acceptance Time Financing Commitments to be paid on or prior to the date of this Agreement and shall in the future pay any such fees as they become due. The Financing, when funded in accordance with the Equity Funding Letter and the Effective TimeFinancing Commitments, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the provide Purchaser with funds necessary as of such time sufficient to consummate the Transactions, including Parent’s, Intermediary’s Acquisition and Merger Sub’s payment obligations under Article 4 the other transactions contemplated by this Agreement and to pay all related fees and expenses. Parent The fees and Merger Sub acknowledge that their obligations under this Agreement are expenses of the Purchasing Parties in connection with the Acquisition, the Financing and any related transactions will not contingent or conditioned in any manner exceed the amount set forth on obtaining any funds or financingSection 4.05 of the Company Disclosure Letter.

Sufficient Funds. (a) Parent Buyer has delivered to the Company an accurate Seller a complete and complete correct copy of a (i) an executed debt commitment letter (such commitment letter, together with including all schedules exhibits, schedules, annexes, supplements and exhibits amendments thereto, dated November 7, 2013 the “Debt Commitment Letter”) and (ii) and executed fee letter related thereto (the “Commitment Fee Letter”) (provided that provisions in the Fee Letter may be redacted in a customary manner), between Parent in each case, dated the date hereof, issued to Buyer by Xxxxx Fargo Bank, National Association and Jefferies Finance 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 “JefferiesDebt Financing Commitment”) in connection with the debt financing of the transactions contemplated hereby (the “Debt Financing”), pursuant to which Jefferies has agreedthe lenders party thereto have committed, subject to the terms and conditions thereof, to lend amounts set forth therein therein, which, taken together with the 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 defined below) and fees and expenses related to the transactions contemplated hereby and required to be paid by Buyer or its Affiliates) (such amount together with the Cash Consideration Amount, the “Financing ConditionsRequired Amount”), to provide . Buyer acknowledges that Buyer’s performance of its obligations under this Agreement is not contingent upon the debt financing set forth therein (the “Financing Commitment”) for the purpose availability of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expensesto Buyer. (b) The Debt Financing Commitment is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent Buyer, and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity ExceptionKnowledge of Buyer, the other parties thereto, in each case, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or any other similar Law affecting creditors’ rights generally or by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). As of the date hereofof this Agreement, assuming the due authorization, execution and delivery of the Debt Financing Commitment by the parties thereto (other than Buyer), the Debt Financing Commitment is in full force and effect and, to Buyer’s Knowledge, has not been amendedwithdrawn, supplemented rescinded or terminated or otherwise amended or modified in any respect, and none no such amendment or modification is currently contemplated. Buyer is not in breach of any of the commitments contained therein has been withdrawn, terminated, repudiated terms or rescinded conditions set forth in the Debt Financing Commitment in any respectmaterial respects and no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a material breach, material default or failure to satisfy any condition precedent set forth therein. Parent As of the date of this Agreement (and assuming that Seller, the Polycom Companies and their respective Affiliates and representatives provide the cooperation and assistance required by this Agreement and satisfy the conditions set forth in Article VIII) and based on facts and events known by Buyer as of the date of this Agreement, Buyer has no reason to believe that any of the conditions in the Debt Financing Commitment will not be satisfied on a timely basis, or that the full amount of the Debt Financing will not be made available to it on a timely basis in order to consummate the transactions contemplated hereby. Buyer has not received notice that the lenders party thereto intend to terminate any portion of the Debt Financing Commitment or not to provide any of the Debt Financing. The net proceeds from the Financing, together with cash on hand, will be sufficient for Buyer to pay the Required Amount. Buyer, or its Affiliates or Subsidiaries, as applicable, has paid in full any and all commitment fees or other fees in connection with required by the Debt Financing Commitment that are payable on due as of the date of this Agreement and will pay (or prior cause to be paid), after the date of this Agreement, all other such fees thereunder as they become due. Except for the Fee Letter, there are no side letters, understandings or other agreements or arrangements relating to the date hereofDebt Financing to which Buyer or any of its controlled Affiliates is a party. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing other than those set forth in this Agreement or the Debt Financing Commitments or the payment of fees payable pursuant to the fee letters with respect to the Debt Financing Commitment at (collectively, the Closing“Disclosed Conditions”). No Person has any right to impose, and none of Buyer or any counterparty to any Debt Financing Commitment has any obligation to accept, any condition precedent to such funding, other than the Disclosed Conditions, any reduction to the aggregate amount available under the Debt Financing Conditions. As of Commitments on the date hereofClosing Date, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in that would have the effect of reducing the aggregate amount available under the Debt Financing Commitment that is required to be satisfied by it Commitments on or prior to the ClosingClosing Date. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

Sufficient Funds. (a) Parent has delivered to the Company an accurate and complete Xxxxxxxx a copy of a an executed commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 letter (the “Debt Commitment Letter”), between Parent dated as of the date hereof, from X.X. Xxxxxx Securities LLC and Jefferies Finance LLC JPMorgan Chase Bank, N.A. (the “JefferiesLenders”), pursuant ) addressed to which Jefferies has agreed, Parent. Pursuant to the Debt Commitment Letter and subject to the terms and conditions set forth therein contained therein, the Lenders have committed to provide U.S.$4.0 billion in aggregate principal amount of debt financing to Parent on or before the Effective Date (the “Financing ConditionsDebt Financing”), . The obligations to provide fund the debt financing commitments under the Debt Commitment Letter are not subject to any condition other than those set forth therein therein. Parent has no knowledge of any fact or occurrence that has or would reasonably be expected to (i) make any of the “Financing Commitment”assumptions or statements set forth in the Debt Commitment Letter inaccurate, (ii) for cause the purpose Debt Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of financing the Transactionsconditions set forth in the Debt Commitment Letter. As of the date of this Arrangement Agreement, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Debt Commitment Letter is in full force and effect as of the date hereof and effect, is a legal, valid and binding obligation of Parent and Jefferiesand, enforceable against Parent and Jefferies to the knowledge of Parent, the other parties thereto, in accordance with its terms and conditions, each case subject to the Bankruptcy and Equity Exception. As of the date hereof, the Financing Commitment and has not been amended, supplemented or modified amended in any material respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any financing and all commitment fees or other fees in connection with the Financing Commitment that are due and payable on or prior before the date hereof under the Debt Commitment Letter have been paid in full. Subject to the date hereof. There are no terms and conditions precedent or other contingencies related of the Debt Commitment Letter, the funds contemplated to be received pursuant to the funding Debt Commitment Letter or, at Parent’s option, funds received from the Permanent Financing, together with available funds including treasury securities issued by the United States Department of the full amount Treasury, debt securities with a debt rating of “Baa3” or the Financing Commitment at equivalent thereof or higher from Xxxxx’x Investors Service, Inc. or its successors or a debt rating of “BBB-” or the Closingequivalent thereof or higher from Standard & Poor’s Ratings Group Inc. or its successors, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth cash equivalents and credit available for such purpose under existing financing facilities in the Financing Commitment aggregate amount not less than $800 million that is required Parent currently has on hand, holds or has available to be satisfied by it on or prior (collectively, the “Available Cash”), are sufficient to provide that the Closing. (c) At the Acceptance Time and Parent will, at the Effective Time, Parent will have availablesufficient funds to pay the Cash Consideration, the Warrant Consideration, the Option Consideration and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate PSU Consideration under the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 Arrangement and to pay make all related fees other payments required to be made or caused to be made by Parent pursuant to the Arrangement and expenses. Parent and Merger Sub acknowledge that their obligations under in accordance with Section 5.03(c) of this Agreement are not contingent or conditioned in any manner on obtaining any funds or financingArrangement Agreement.

Sufficient Funds. Section 5.10 of the Purchaser Disclosure Schedule sets forth as of the date hereof a complete and accurate copy of (a) Parent has delivered to the Company an accurate and complete copy of a executed commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 letter (the “Equity Commitment Letter”), between Parent and Jefferies Finance LLC ) from the investor named therein (the “JefferiesInvestor”), pursuant to which Jefferies Investor has agreed, subject committed to invest the terms and conditions amount set forth therein (the “Financing ConditionsEquity Financing”), (b) the executed commitment letter (the “Debt Commitment Letter”) from the lender named therein (the “Lender”) pursuant to provide which the debt financing Lender has agreed to lend the amounts set forth therein (the “Financing CommitmentDebt Financing”) for , and together with the purpose of financing the TransactionsEquity Financing, the repayment or refinancing of certain “Financing”), (c) the executed Contribution Agreement and (d) the executed Rollover Agreement. Subject to the terms and conditions of the CompanyDebt Commitment Letter and this Agreement, the aggregate proceeds of the Financing together with Purchaser’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. cash on hand (b) The Financing Commitment is in full force and effect as of the date hereof hereof, as of the Acceptance Date and as of the Closing Date) as of the Closing will be sufficient to fully fund all of Purchaser’s and Sub’s obligations under this Agreement, including payment of the aggregate Offer Price, the Merger Consideration, the Option 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 the payment of all fees and expenses related to the Contemplated Transactions and which are due at the Closing. There are no (i) conditions precedent to the obligation of 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 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 transactions 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 of, Purchaser and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditionsthe Lender, subject to the Bankruptcy Enforceability Exceptions. The Contribution Agreement has been duly executed and Equity Exceptiondelivered by, and is a valid and binding obligation of, Purchaser and the 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 Financing Equity Commitment Letter, the Debt Commitment Letter, the Contribution Agreement and each Rollover Agreement are in full force and effect and none of the foregoing has not been amended, supplemented withdrawn or terminated or otherwise amended or modified in any respect, and none . The terms of the commitments contained therein 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 been withdrawnthe 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, terminatedmodified or waived after the date hereof in a manner that would reasonably be expected to change, repudiated delay or rescinded in any respectprevent the transfers thereunder immediately prior to the Acceptance Time or the Closing, as applicable, or delay or prevent the Closing. Parent has paid any All commitment and all commitment fees or other fees in connection with required to be paid under the Financing Equity Commitment that are payable Letter or the Debt Commitment Letter on or prior to the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closinghereof have been paid and, other than the Financing Conditions. As as of the date hereof, Parent has to the knowledge of Purchaser, there is no reason to believe fact or occurrence existing that it or Merger Sub will be unable to satisfy on a timely basis would make any term or condition of the statements (including assumptions) set forth in the Financing Equity Commitment that 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 Purchaser Group of any term thereunder. 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 Section 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 satisfied by it paid under the Guarantee on or prior to the Closing. (c) At the Acceptance Time and the Effective Timedate hereof have been paid and, Parent will have available, and will make available to Merger Sub (through Intermediary), all as of the funds necessary as date hereof, to the knowledge of such Purchaser, there is no fact or occurrence 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 to consummate or both, constitute a default or breach on the Transactionspart of Purchaser, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger any Guarantor or Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining other member of the Purchaser Group of any funds or financingterm thereunder.

Sufficient Funds. (a) Parent has delivered to the Company an accurate a true and complete copy of a the fully executed commitment letter, together with all schedules and exhibits theretoletters, dated November 7, 2013 as of the date hereof (the “Equity Commitment Letter”), between Parent and Jefferies Finance LLC the other parties thereto (each, an “JefferiesEquity Investor”), pursuant to which Jefferies each Equity Investor has agreedcommitted, subject only to the terms and conditions of the applicable Equity Commitment Letter, to invest the amounts set forth therein on the Closing Date (the “Financing ConditionsEquity Financing”), to provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters, the accuracy of the representations and warranties set forth in this Agreement and the performance in all material respects by the Company and the Partnership of their obligations under this Agreement, at the Closing, Parent will have sufficient cash on hand to consummate the transactions contemplated by this Agreement and satisfy all of its obligations under this Agreement, including the payment of the Merger Consideration, any fees and expenses of or payable by Parent, Merger Sub I, Merger Sub II or the Surviving Company, any payments in respect of equity compensation obligations required to be made in connection with, or as a result of, the Mergers and any repayment or refinancing of any outstanding Indebtedness of Parent, the Company and their respective Subsidiaries required in connection therewith. (c) Each Equity Commitment Letter is in full force and effect as and has not been (and will not be prior to the Closing or valid termination of this Agreement) withdrawn, terminated or rescinded or otherwise amended, supplemented or modified (or is contemplated to be amended, supplemented or modified) in any respect. Each Equity Commitment Letter, in the date hereof and is a legalform delivered to the Company, constitutes the valid and binding obligation of Parent and Jefferiesall the parties thereto, enforceable against Parent and Jefferies the applicable Equity Investor in accordance with and subject to its terms and conditions, subject to except as enforceability may be limited by the Bankruptcy and Equity Exception. As There are no side letters, understandings or other Contracts or arrangements relating to the Equity Commitment Letters that could affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Equity Financing. No event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach by Parent under any term, or a failure of any condition, of the Equity Commitment Letters or otherwise result in any portion of the Equity Financing contemplated thereby to be unavailable on the date hereofon which the Closing should occur pursuant to Section 1.5. Assuming the accuracy of the representations and warranties set forth in this Agreement, the Financing Commitment has not been amended, supplemented or modified performance in any respect, all material respects by the Company and none the Partnership of their obligations under this Agreement and the satisfaction of the commitments contained therein has been withdrawnconditions to Closing set forth in Section 6.1 and Section 6.2, terminatedParent does not have any reason to believe that it or the Equity Investors would be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letters required to be satisfied by Parent or the Equity Investors, repudiated or rescinded in any respectas applicable. Parent has paid in full any and all commitment fees or other fees in connection with required by the Financing Equity Commitment that are payable Letters to be paid on or prior to before the date hereofof this Agreement, and will pay in full any such amounts due on or before the Closing Date. There are no conditions precedent or other contingencies related to the funding investing of the full amount of the Financing Commitment at the ClosingEquity Financing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition as expressly set forth in the Financing Equity Commitment that is required Letters. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Equity Financing) by Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or any other financing or other transactions be a condition to be satisfied by it on any of Parent’s, Merger Sub I’s or prior to the ClosingMerger Sub II’s obligations under this Agreement. (cd) At In no event shall the Acceptance Time and receipt or availability of any funds or financing (including the Effective Time, Financing) by Parent will have available, and will make available or any of its affiliates or any other financing be a condition to Merger Sub (through Intermediary), all any of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financingAgreement.

Sufficient Funds. (a) Parent or Merger Sub has or will have as of the Appointment Time and the Closing sufficient cash available, directly or through one or more Affiliates, to pay the aggregate Offer Price and the aggregate Merger Consideration and there is no restriction on the use of such cash or cash equivalents for such purpose. (b) Prior to the date hereof, Parent has delivered to the Company an accurate a true, complete and complete correct copy of a commitment letteran executed facility agreement dated as of the date hereof by and among Parent, together with all schedules Reckitt Benckiser Treasury Services PLC (“RBTS”), Barclays Capital and exhibits thereto, dated November 7, 2013 Barclays Bank PLC (the “Commitment LetterFacility Agreement”), between Parent ) committing such lenders to provide to RBTS debt financing in amounts sufficient to consummate the Offer and Jefferies Finance LLC (“Jefferies”), pursuant to which Jefferies has agreedthe Merger, subject to the terms and conditions set forth therein (the “Financing ConditionsFinancing”), . There are no conditions precedent or other contingencies to provide obtaining the debt financing contemplated by the Facility Agreement other than expressly as set forth therein (the “Financing Commitment”) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exceptiontherein. As of the date hereof, to Parent’s Knowledge, no event has occurred that, with or without notice, lapse of time or both, would constitute a default on the Financing Commitment has part of Parent or RBTS under the Facility Agreement. Parent is not been amendedaware of any fact, supplemented occurrence or modified condition that makes any of the assumptions, statements, representations or warranties contained in the Facility Agreement inaccurate in any respect, and none material respect or that would reasonably be expected to cause the Facility Agreement to be terminated or ineffective or any of the commitments conditions contained therein has been withdrawn, terminated, repudiated or rescinded in any respectnot to be met. Parent has and RBTS have fully paid any and all commitment fees or other fees in connection with required by the Financing Commitment that are payable on or prior Facility Agreement to be paid as of the date hereof. There are no conditions precedent or other contingencies related to the funding of the The Facility Agreement is in full amount of the Financing Commitment at the Closingforce and effect and, other than the Financing Conditions. As as of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to be satisfied by it on or prior thereof to the Closingavailability of funds thereunder. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

Sufficient Funds. (a) Parent Buyer has delivered to the Company an accurate Seller Parent true, correct and complete copy copies of a (i) 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 letter, dated as of the date hereof, among Deerfield Private Design Fund IV, L.P. (together with all schedules its officers, employees, directors, affiliates, partners, controlling parties, advisors, agents and exhibits theretorepresentatives, dated November 7the “Debt Financing Sources” and, 2013 together with the Equity Financing Sources, the “Financing Sources”) and Buyer, together with each related fee letter (with customary redactions only with respect to fee amounts and the economic terms of the “market flex” provisions and nothing which would affect the amount or availability of the Debt Financing) (collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters, the “Commitment LetterLetters”), between Parent and Jefferies Finance LLC (“Jefferies”)iii) all registration rights agreements and other agreements entered into by the Equity Financing Sources in connection with the Transactions. The Commitment Letters will provide financing in an aggregate amount set forth therein, pursuant to which Jefferies has agreed, and subject to the terms and conditions set forth therein (the “Financing ConditionsFinancing”), to . The Equity Commitment Letters provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment is in full force and effect as of the date hereof and that Seller Parent is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exceptionthird-party beneficiary thereof. As of the date hereofof this Agreement, the Financing Commitment has Letters have not been amended, supplemented amended or modified in any respectmanner, and none and, to Buyer’s Knowledge, no amendment or modification of the commitments contained therein has Commitment Letters is contemplated. As of the date of this Agreement, the Commitment Letters have not been withdrawn, terminated, repudiated reduced, withdrawn or rescinded in any respectrespect and, to Buyer’s Knowledge, as of the date of this Agreement, no such termination, reduction, withdrawal or rescission is contemplated. Parent Buyer has paid in full any all fees, expenses and all commitment fees or other fees amounts in connection with the Financing 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 are -67- the valid, binding and enforceable (in accordance with their terms) obligations of Buyer and, to Buyer’s Knowledge, as of the date hereof, the other parties thereto, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors rights and remedies generally. Buyer is unaware of 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 set forth in 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 date of this Agreement, Buyer believes that the conditions to the funding contemplated by the Commitment Letters will be satisfied, and Buyer is not aware of the existence of any fact or 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 Commitment at (including any condition relating to the Closingavailability of the Debt Financing relating to any “flex” provision), other than as expressly set forth in the Financing ConditionsCommitment Letters delivered to Seller Parent pursuant to this Section 5.12. As of the date hereof, Parent has no reason to believe that it of this Agreement and assuming the satisfaction or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to be satisfied by it on or prior waiver (to the Closing. (cextent permitted by Law) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time conditions to Buyer’s obligation to consummate the Transactions, including Parent’s(a) no event has occurred which (with or without notice, Intermediary’s lapse of time or both) could constitute a default or breach or failure to satisfy a condition by Buyer under the terms and Merger Sub’s payment obligations under Article 4 conditions of the Commitment Letters and (b) Buyer does not have any reason to pay all related fees and expensesbelieve that any of the conditions to the Financing will not be satisfied by Buyer on a timely basis or that the Financing will not be available to Buyer on the date of the Closing. Parent and Merger Sub acknowledge that their obligations For the avoidance of doubt, it is not a condition to Closing under this Agreement are not contingent for Buyer to obtain the Financing or conditioned in any manner on obtaining any funds or financingAlternative Financing.

Sufficient Funds. (a) Parent The Buyer has delivered received and accepted and agreed to the Company an accurate and complete copy of a commitment letterletter dated February 6, together with all schedules and exhibits thereto, dated November 7, 2013 2008 (the “Debt Commitment Letter”), between Parent and ) from Jefferies Finance LLC (the “JefferiesLender”) relating to the commitment of the Lender to provide no less than $140,000,000 and no more than $155,000,000 of first lien term loans, no less than $40,000,000 and no more than $85,000,000 of second lien term loans and a $25,000,000 revolving credit facility to consummate the transactions contemplated by this Agreement on the terms contemplated by this Agreement (such debt financing, the “Debt Financing”). (b) The Buyer has received and accepted and agreed to a commitment letter dated February 6, pursuant to which Jefferies has agreed, subject to the terms and conditions set forth therein 2008 (the “Financing ConditionsEquity Commitment Letter”)) from MBF Healthcare Partners, L.P. (“Equity Investor”) relating to the commitment by Equity Investor to provide cash equity in an aggregate amount of up to $50,000,000 to consummate the debt financing set forth therein (transactions contemplated by this Agreement on the terms contemplated by this Agreement of which the Sellers are a third party beneficiary. The Equity Commitment Letter, together with the Debt Commitment Letter are referred to as the “Financing CommitmentCommitment Letters”) for . The commitment of the purpose of financing Equity Investor to provide cash equity is referred to as the Transactions“Cash Equity” and, together with the Debt Financing, the repayment or refinancing of certain “Financing.” (c) True and complete copies of the Company’s executed Commitment Letters have been provided to the Sellers. (d) Subject to its terms and conditions, the Company Subsidiary’s existing indebtedness Financing, together with the Closing Date Cash, shall provide the Buyer with acquisition financing on the Closing Date sufficient to consummate the transactions contemplated by this Agreement on the terms contemplated by this Agreement and to pay related fees and expenses. (be) The Financing Commitment is Letters are valid, binding on the Buyer, and are in full force and effect as and no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach or an incurable failure to satisfy a condition precedent on the part of the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its Buyer under the terms and conditions, subject to the Bankruptcy and Equity Exception. As conditions of the date hereof, the Financing Commitment has not been amended, supplemented or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respectLetters. Parent The Buyer has paid in full any and all commitment fees or other fees in connection with required to be paid pursuant to the Financing terms of the Commitment that are payable Letters on or prior to before the date hereofof this Agreement. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the ClosingFinancing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition as set forth in the Financing Commitment that is required to be satisfied by it on or prior to the ClosingLetters. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

Sufficient Funds. Buyer has, on the date hereof, commitments for all of the funds required in order to complete this transaction on the terms contained in this Agreement. Without limitation of the foregoing, attached as Schedule 5.5 hereto are complete and accurate copies of (ai) Parent has delivered an equity commitment letter (the “Equity Commitment Letter”) from Xxxx Capital Fund VIII, L.P., and (ii) a debt commitment letter (the “Debt Commitment Letter”) from the financial institutions identified therein with respect to the Company an accurate financing of the transactions contemplated hereby (such equity and complete copy of a commitment letterdebt commitments collectively being the “Financing”). Subject to their terms and conditions, the Financing, together with all schedules other funds of Buyer, is sufficient to allow Buyer to pay the full Merger Price and exhibits theretoto satisfy in cash all other obligations of Buyer required to be satisfied at the Closing, dated November 7, 2013 (the “Commitment Letter”), between Parent including discharge of all Indebtedness and Jefferies Finance LLC (“Jefferies”), pursuant to which Jefferies has agreed, subject Transaction Expenses to the terms and conditions set forth therein (the “Financing Conditions”), to provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exceptionextent required. As of the date hereof, the Financing Equity Commitment has not been amended, supplemented Letter and the Debt Commitment Letter (together with the ancillary documents referenced therein or modified in any respect, and none delivered to the Seller Representative) constitute all of the commitments contained therein has been withdrawnagreements entered into between each of X.X. Xxxxxx Securities, terminatedInc., repudiated or rescinded in any respect. Parent has paid any Citigroup Global Markets and all commitment fees or other fees in connection Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxx Capital Fund VIII, L.P. and/or its affiliates and Buyer and/or its affiliates with the Financing Commitment that are payable on or prior respect to the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closing, other than the Financing Conditionsfinancing arrangements contemplated thereby. As of the date hereof, Parent the Equity Commitment Letter and the Debt Commitment Letter are in full force and effect and have not been modified or amended in any respect. 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 it such Financing shall not be available or Merger Sub will that the equity and debt commitments shall not be unable funded, and Buyer has not made any material misrepresentation with respect to satisfy on a timely basis any term or condition set forth 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 Financing Commitment course of its due diligence review, Buyer has no reason to believe that is required there are any conditions to the payment of such cash or the drawing of such credit facilities which cannot be satisfied by it on or prior to the Closing. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all Buyer as of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financingClosing Date.

Sufficient Funds. (a) Parent has delivered to As of the Company an accurate and complete copy of a commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 (the “Commitment Letter”), between Parent and Jefferies Finance LLC (“Jefferies”), pursuant to which Jefferies has agreed, subject to the terms and conditions set forth therein (the “Financing Conditions”), to provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing the TransactionsClosing Date, the repayment or refinancing of certain of Buyer will have sufficient funds to effect the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expensesClosing as contemplated hereby. (b) The Financing Commitment is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, the Buyer has (i) agreed to issue to Warburg Pincus, and Warburg Pincus has agreed to subscribe for and purchase, Three Hundred and Fifty Million Dollars ($350,000,000) of common stock and preferred stock of the Buyer (the "Equity Investment"), which amount, subject to the receipt by the Buyer of the Bank Consents, will be funded into escrow by Warburg Pincus not more than fifteen (15) Business Days after the date hereof pursuant to the terms of the Equity Investment Agreements, and (ii) received a letter (the "Financing Commitment Letter") from Citicorp USA, Inc., Citigroup Global Markets Inc. and Canadian Imperial Bank of Commerce confirming their commitments, on the terms and subject to the conditions thereof, to provide and arrange for the syndication of a senior secured credit facility in an aggregate principal amount of not less than One Billion and Fifty Million Dollars ($1,050,000,000) (the "Financing Commitments") in connection with the transactions contemplated hereby. As contemplated by the Equity Investment Agreements and the Financing Commitment Letter, the proceeds from the Equity Investment and the credit facilities described in the Financing Commitment Agreement will be used by the Buyer for the purposes of, among other things, consummating the transactions contemplated hereby, including the payment of the Purchase Price payable pursuant to Section 3.1. A true and complete copy of the Equity Investment Agreements and the Financing Commitment Letter have been delivered to the Company. Each of the Equity Purchase Agreement and the Financing Commitment Letter is in full force and effect and, upon the funding of the Equity Investment into escrow pursuant to the terms of the Equity Investment Agreements, the Equity Escrow Agreement will be in full force and effect. Except for amendments and modifications agreed to in writing by the Majority Sellers in accordance with Section 7.15, none of the Equity Investment Agreements or the Financing Commitment Letter has not been amended, supplemented amended or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. . (c) As of the date hereof, Parent has the Buyer knows of no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term circumstance or condition that may reasonably be expected to prevent the availability at the Closing of the requisite financing to consummate the transactions contemplated by this Agreement on the terms set forth herein, as provided in the Equity Investment Agreements or the Financing Commitment that is required to be satisfied by it on or prior to the ClosingLetter. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

Sufficient Funds. (a) Parent Buyer at the Closing will have sufficient cash on hand or other sources of immediately available funds to perform all obligations of Buyer required to be performed at the Closing, including (i) payment of the Estimated Purchase Price and any amounts which, by the terms of this Agreement, reduce the proceeds otherwise payable to Seller hereunder, (ii) satisfaction of all the other payment obligations of Buyer contemplated hereunder, and (iii) payment of all of the out-of-pocket costs of Buyer arising out of or relating to the consummation of the transactions contemplated by this Agreement. (b) Concurrently with the execution and delivery of this Agreement, Buyer has delivered entered into and provided to the Company an accurate copies of fully executed debt commitment letters and complete copy each executed fee letter referred to therein (provided that fee amounts, pricing flex, market flex and other terms may be redacted in a customary manner (but none of a commitment letterwhich redacted provisions adversely affect the availability of, together with impose additional conditions on, impair the validity of, or prevent or delay the consummation of, the Debt Financing at the Closing)) (including all amendments, exhibits, attachments, appendices, joinders and schedules and exhibits thereto, dated November 7, 2013 (the “Debt Commitment LetterLetters”), between Parent and Jefferies Finance LLC (“Jefferies”)in each case, as the same may be amended, modified or replaced pursuant to which Jefferies has agreedthe terms thereof) from the Lenders relating to the respective commitments of the Lenders, upon the terms and subject to the terms and conditions set forth therein, to provide Buyer with debt financing in the amount set forth therein (the “Financing ConditionsNew Debt Financing”, and together with amounts available to be borrowed under the revolving credit facility in the Existing Buyer Credit Agreement (the “RLC Debt Financing”), to provide the debt financing set forth therein (the “Financing CommitmentDebt Financing”) for the purpose of financing the Transactions, the repayment or refinancing of certain funding a portion of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expensestransactions contemplated hereby. (bc) The Except as expressly set forth in the Debt Commitment Letters there are no conditions (precedent or otherwise, including “market flex” provisions) to the obligations of the applicable counterparties thereto to provide the full amount of the applicable New Debt Financing, and no amendments or modifications to the Existing Buyer Credit Agreement shall be required to effect the transactions contemplated by this Agreement (other than to effect the New Debt Financing). Except as expressly set forth in Section 5.02 of the Existing Buyer Credit Agreement, there are no conditions (precedent or otherwise) to the obligations of the applicable counterparties thereto to provide the full amount of the applicable RLC Debt Financing. Other than the Debt Commitment Letters, there are no Contracts (including side letters) between any of the providers of the New Debt Financing or their respective Affiliates, on the one hand, and Buyer or its Affiliates, on the other hand, that adversely affect in any material manner the funding of all or any portion of the New Debt Financing necessary to fund, together with the RLC Debt Financing and cash on hand, the Closing Payments other than as expressly contained in the Debt Commitment Letters and delivered to the Company prior to the execution and delivery of this Agreement. Other than the Existing Buyer Credit Agreement, there are no Contracts (including side letters) between any of the providers of the RLC Debt Financing or their respective Affiliates, on the one hand, and Buyer or its Affiliates, on the other hand, that adversely affect in any material manner the funding of all or any portion of the Debt Financing necessary to fund the Closing Payments other than as expressly contained in the RLC Credit Agreement and delivered to the Company prior to the execution and delivery of this Agreement. As of the date hereof, each Debt Commitment Letter and the Existing Buyer Credit Agreement (x) (i) is in full force and effect as of the date hereof and effect, (ii) is a legal, valid and binding obligation of Parent Buyer and, to the Knowledge of Buyer, of the Lenders party thereto, and Jefferies, (iii) is enforceable against Parent and Jefferies in accordance with its their respective terms and conditionsagainst Buyer and, subject to the Bankruptcy and Equity Exception. As Knowledge of Buyer, each of the date hereofLenders party thereto, except to the Financing extent that such enforceability may be limited by the application of bankruptcy, moratorium and other laws affecting creditors’ rights generally and as limited by the availability of specific performance and the application of equitable principles (y) each of the Debt Commitment Letters has not been amendedwithdrawn, supplemented rescinded or terminated or otherwise amended or modified in any respect, and none no amendment or modification thereof is contemplated (except for any amendment, modification or supplementation to add lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Commitment Letters as of the commitments contained therein date hereof or other amendments expressly contemplated in the Debt Commitment Letter as in effect on the date hereof), other than the exercise of “market flex” terms expressly provided for in the Debt Commitment Letters and (z) the Existing Buyer Credit Agreement has not been withdrawn, terminated, repudiated rescinded or rescinded terminated or otherwise amended or modified in any respect, and no amendment or modification with respect to the availability of funds in respect of the transactions contemplated hereby is contemplated (other than to effect the commitments under the applicable Debt Commitment Letter). Parent Buyer has fully paid any and all commitment fees or other fees in connection with the Financing Debt Commitment Letters or the Existing Buyer Credit Agreement that are payable by it or any of its Affiliates on or prior to the date hereof. There are no conditions precedent or other contingencies related . (d) As of the date of this Agreement, Buyer is not, nor, to the funding Knowledge of Buyer, is any other party to any Debt Commitment Letter, in default or breach (whether or not with the full amount giving of notice, lapse of time or both) and no event, fact or circumstances has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach of any Debt Commitment Letters or the Financing Existing Credit Agreement on the part of Buyer or, to Buyer’s Knowledge, any other parties thereto under the Debt Commitment at Letter or the ClosingExisting Credit Agreement, other than the Financing Conditionsas applicable. As of the date hereofof this Agreement, Parent Buyer has no reason to believe that it the Debt Financing will not be available and sufficient to fund, together with the RLC Debt Financing and cash on hand the aggregate amounts payable by Buyer on the Closing Date (including as a result of a default or Merger Sub will “Event of Default” under the Existing Buyer Credit Agreement) pursuant to Article 1 (assuming for the purpose of this Section 5.04 that the conditions contained in Sections 2.1 and 2.2 would be unable satisfied) and all costs and expenses required to satisfy on a timely basis be paid in connection with the consummation of the transactions contemplated by this Agreement by Buyer (collectively, “Closing Payments”). As of the date of this Agreement, Buyer does not have any term or condition set forth in reason to believe that any of the conditions to the Debt Financing contemplated by the Debt Commitment that is Letters and the Existing Buyer Credit Agreement required to be satisfied by it or any of the Lenders will not be satisfied on a timely basis. As of the date of this Agreement, none of the Lenders has notified Buyer or prior any of its Affiliates of their intention to terminate all or a portion of the ClosingDebt Commitment Letters or the Existing Credit Agreement or not provide the Debt Financing in whole or in part, or of any actual or potential breach or default on the part of such Person or any other party to any of the Debt Commitment Letters or Existing Credit Agreement or any actual or potential failure to satisfy any condition precedent set forth in any of the Debt Commitment Letters or Existing Buyer Credit Agreement. (ce) At For the Acceptance Time avoidance of doubt, Buyer expressly acknowledges and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all agrees that none of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment its obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or hereunder is conditioned in any manner on upon Buyer obtaining any funds or financingfinancing (including the Debt Financing).

Sufficient Funds. (a) Parent has delivered You must have sufficient available funds in your Account to cover the amount of any transaction that would be charged to your Account. Subject to limitations set out in this Agreement, you can request up to the Company amount of available funds or available credit in your Account. We may hold (or “freeze”) funds at any time after you have initiated a Personal Service for any reason, including as a means of reducing risks that there will be insufficient funds for completing the Personal Service. If we do hold funds, we may treat the held funds as not available for other purposes, and reject other transactions (for example, checks or other transfer instructions) in any order we choose. We may allow overdrafts/overlimits or negative balances, but we also may discontinue the practice at any time with or without prior notice to you. We may prevent or reverse any payments or other Personal Service in any order that we choose as a means of preventing or recovering any overdrafts or other exposures. If you do not have sufficient or available funds or credit, you may be charged an accurate and complete copy of a commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 overdraft or other fee (the “Commitment Letter”such as fees for returned checks or other electronic items), between Parent as set forth herein and Jefferies Finance LLC in the Schedule of Fees and Charges for Personal Accounts. Without limiting the foregoing, if we allow your overdraft line of credit (“Jefferies”if available) to be overdrawn (meaning your advance exceeds your available overdraft line of credit amount), pursuant you must immediately make a deposit to which Jefferies has agreedcover the excess overdraft. If we sue you to collect any overdraft, subject you agree that we're entitled to collect all costs and expenses of suit from you (including the terms and conditions set forth therein (the “Financing Conditions”reasonable cost of an attorney), to provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its applicable law. If we allow an advance from your overdraft line of credit, you're responsible for any interest we charge in accordance with the terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, the Financing Commitment has overdraft line of credit agreement. You agree that we are not been amended, supplemented liable for any damages or modified in expenses you incur due to any respect, and none delay or failure of the commitments contained therein has been withdrawn, terminated, repudiated (i) courier (or rescinded the US Postal Service) in delivering any respect. Parent has paid check; and (ii) any and all commitment fees Payee or other fees third party in connection with the Financing Commitment that are payable on crediting or prior to the date hereof. There are no conditions precedent processing a payment or other contingencies related to the funding of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to be satisfied by it on or prior to the Closingwithdrawal. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

Sufficient Funds. (a) Parent has delivered to the Company an accurate Exhibit B sets forth copies of executed commitment letters from Credit Suisse Securities (USA) LLC, Credit Suisse AG, UBS Securities LLC, UBS Loan Finance LLC, Barclays Capital and complete copy of a commitment letterXxxxxx Xxxxxxx Senior Funding, together with all schedules and exhibits theretoInc. (collectively, dated November 7, 2013 (the “Commitment Letter”), between Parent and Jefferies Finance LLC (“JefferiesFinancing Commitments”), pursuant to which Jefferies has agreedwhich, and subject to the terms and conditions of which, the lender parties thereto have committed to lend the amounts set forth therein (the “Financing Conditions”), to provide the debt financing set forth therein (the “Financing Commitment”) Buyer for the purpose of financing funding the Transactions, transactions contemplated by this Agreement (the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses“Financing”). (b) The As of the date of this Agreement, the Financing Commitment is Commitments are in full force and effect as and have not been withdrawn or terminated, or otherwise amended or modified in any respect. Each of the date hereof and Financing Commitments, in the form so delivered, is a legal, valid and binding obligation of Parent and JefferiesBuyer and, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exceptionknowledge of Buyer, the other parties thereto. As There are no other agreements, side letters or arrangements relating to the Financing Commitments that could affect the availability of the date hereofFinancing. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer under any term or condition of the Financing Commitment has not been amendedCommitments, supplemented or modified in any respectand, and none assuming the accuracy of the commitments representations and warranties of the Seller set forth herein and compliance in all material respects by the Seller with Sections 6.1 and 6.11, Buyer has no reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it, contained therein in the Financing Commitments. Buyer has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with required by the Financing Commitment that are payable Commitments to be paid on or prior before the date of this Agreement. Assuming the accuracy of the representations and warranties of the Seller set forth herein and compliance in all material respects by the Seller with Sections 6.1 and 6.11, the aggregate proceeds from the Financing, together will cash and borrowings under existing credit facilities, and are sufficient for satisfaction of all of Buyer’s obligations under this Agreement in an amount sufficient to consummate the transactions contemplated by this Agreement, including the payment of the Net Purchase Price and the payment of all associated costs and expenses (including any required refinancing of indebtedness of Buyer, the “Required Amount”). The Financing Commitments contain all of the conditions precedent to the date hereof. There are no conditions precedent or other contingencies related to the funding obligations of the full amount of parties thereunder to make the Financing Commitment at available to Buyer on the Closing, other than the Financing Conditionsterms set forth therein. As of the date hereofof this Agreement, Parent none of the Financing Commitments has no reason been withdrawn and Buyer does not know of any facts or circumstances that may be expected to believe that it or Merger Sub will be unable to satisfy on a timely basis result in any term or condition of the conditions set forth in the Financing Commitment that is required Commitments not being satisfied. To the extent this Agreement must be in a form acceptable to be satisfied by it on any lender providing Financing, such lender or prior to the Closinglenders have approved this Agreement. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, IntermediaryBuyer’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent subject to any conditions regarding Buyer’s, its Affiliates’, or conditioned in any manner on obtaining any funds or financingother Person’s ability to obtain financing for the consummation of the transactions contemplated hereby.

Sufficient Funds. (a) Parent has delivered to the Company an accurate a true and complete copy of a the fully executed commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 as of the date hereof (the “Equity Commitment Letter”), between Parent and Jefferies Finance LLC (“Jefferies”)the Guarantor, pursuant to which Jefferies the Guarantor has agreedcommitted, subject only to the terms and conditions of the Equity Commitment Letter, to invest the amounts set forth therein on the Closing Date (the “Financing ConditionsEquity Financing”), to provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) Assuming the Equity Financing is funded in accordance with the Equity Commitment Letter, the accuracy of the representations and warranties of the Company and the Partnership set forth in this Agreement and the performance in all material respects by the Company and the Partnership of their obligations under this Agreement, at the Closing, Parent will have sufficient cash on hand to consummate the transactions contemplated by this Agreement and satisfy all of its obligations under this Agreement, including the payment of the Merger Consideration, any fees and expenses of or payable by Parent, Merger Sub I, Merger Sub II or the Surviving Company, any payments in respect of equity compensation obligations required to be made in connection with, or as a result of, the Mergers and any repayment or refinancing of any outstanding Indebtedness of Parent, the Company and their respective Subsidiaries required in connection therewith. (c) The Financing Equity Commitment Letter is in full force and effect and has not been (and will not be prior to the Closing or valid termination of this Agreement) withdrawn, terminated or rescinded or otherwise amended, supplemented or modified (and is not contemplated to be amended, supplemented or modified) in any respect. The Equity Commitment Letter, in the form delivered to the Company as of the date hereof and is a legalhereof, constitutes the valid and binding obligation of Parent and Jefferiesall the parties thereto, enforceable against Parent and Jefferies the Guarantor in accordance with and subject to its terms and conditions, subject to except as enforceability may be limited by the Bankruptcy and Equity Exception. As There are no side letters, understandings or other Contracts or arrangements relating to the Equity Commitment Letter that could affect the conditionality, enforceability, availability, termination or aggregate amount of the Equity Financing. No event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach by Parent under any term, or a failure of any condition, of the Equity Commitment Letter or otherwise result in any portion of the Equity Financing contemplated thereby being unavailable on the date hereofon which the Closing should occur pursuant to Section 1.5. Assuming the accuracy of the representations and warranties of the Company and the Partnership set forth in this Agreement, the Financing Commitment has not been amended, supplemented performance in all material respects by the Company and the Partnership of their obligations under this Agreement and the satisfaction (or modified in any respect, and none waiver) of the commitments contained therein has been withdrawnconditions to the obligation of Parent, terminatedMerger Sub I and Merger Sub II to consummate the Mergers set forth in Section 6.1 and Section 6.2, repudiated Parent does not have any reason to believe that it or rescinded in the Guarantor would be unable to satisfy on a timely basis any respectterm or condition of the Equity Commitment Letter required to be satisfied by Parent or the Guarantor, as applicable. Parent has paid in full any and all commitment fees or other fees in connection with required by the Financing Equity Commitment that are payable Letter to be paid on or prior to before the date hereofof this Agreement, and will pay in full any such amounts due on or before the Closing Date. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the ClosingEquity Financing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition as expressly set forth in the Financing Equity Commitment that is required Letter. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Equity Financing) by Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or any other financing or other transactions be a condition to be satisfied by it on any of Parent’s, Merger Sub I’s or prior to the ClosingMerger Sub II’s obligations under this Agreement. (cd) At In no event shall the Acceptance Time and receipt or availability of any funds or financing (including the Effective Time, Financing) by Parent will have available, and will make available or any of its affiliates or any other financing be a condition to Merger Sub (through Intermediary), all any of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financingAgreement.

Sufficient Funds. (a) Parent Tyler will have at the Closing access to all of the funds that are necessary for it to pay the Merger Consideration and 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 the Company an accurate NIC complete, correct and complete copy fully executed copies of a commitment letterletter 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, together with all schedules and exhibits theretoincluding fee amounts in any flex terms) (collectively, dated November 7, 2013 (the “Commitment Letter”), between Parent and Jefferies Finance LLC (“Jefferies”), ) from any Financing Sources pursuant to which Jefferies has agreedsuch Financing Sources have committed to provide to Tyler and Merger Sub, upon the terms and subject to the terms and conditions set forth therein (the “Financing Conditions”)therein, to provide the debt financing in the amounts set forth therein (the “Financing Commitment”) for the purpose purposes of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and paying related fees and expenses. expenses (b) The Financing Commitment is in full force and effect as of such debt financing, the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception“Initial Financing”). As of the date hereof, the Financing Commitment Letter is in full force and effect and is a valid and binding obligation of Tyler and, to the Knowledge of Tyler, the other parties thereto, in each case subject to the General Enforceability Exceptions. As of the date hereof, the Commitment Letter has not been amended, supplemented amended or modified in any material respect, and none and, to the Knowledge of Tyler, the commitments contained therein has in the Commitment Letter have not been withdrawn, terminated, repudiated rescinded or rescinded otherwise modified in any material respect. Parent The Commitment Letter delivered to NIC 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 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 Initial Financing, there are no other fee letters, engagement letters, side letters, agreements, contracts or other arrangements relating to the Commitment Letter. As of the date hereof, 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 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 under, the Commitment Letter or otherwise result in any portion of the Initial Financing to be unavailable or materially delayed. As of the date hereof, Tyler does not have reason to believe that it will be unable to satisfy on a timely basis any condition to the Initial Financing under the Commitment Letter required to be satisfied by it 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 Financing Commitment Letter that are due and payable on or prior to before the date hereofof this Agreement. There are no conditions precedent or other contingencies related to the funding Each of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to be satisfied by it on or prior to the Closing. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent Tyler and Merger Sub acknowledge affirms that their it is not a condition to the Merger or any of its other obligations under this Agreement are not contingent that Tyler or conditioned in Merger Sub obtain the Financing (including the Initial Financing) or any manner on obtaining other financing for or related to any funds or financingof the Transactions.

Sufficient Funds. (a) Parent Purchaser has delivered to the Company an accurate and complete Fording a copy of a an executed commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 letter (the “Debt Commitment Letter”), between Parent dated as of the date hereof, from JPMorgan Chase Bank, N.A, Citibank, N.A., Canadian xxxxxx, Xxxxxxx Xxxxx Capital Corporation, Canadian Imperial Bank of Commerce, Royal Bank of Canada, and Jefferies Finance LLC Bank of Montreal (the “JefferiesLenders”), pursuant . Pursuant to which Jefferies has agreed, the Debt Commitment Letter and subject to the terms and conditions contained therein, the Lenders have committed to provide U.S.$9,810,000,000 in aggregate principal amount of debt financing to Purchaser on or before the Effective Date (the “Debt Financing”). The obligations to fund the commitments under the Debt Commitment Letter are not subject to any condition other than those set forth therein (including any further internal credit or other approval by the “Financing Conditions”Lenders), . Purchaser has no knowledge of any fact or occurrence that would reasonably be expected to provide (i) make any of the debt financing assumptions or statements set forth therein in the Debt Commitment Letter inaccurate, (ii) cause the “Financing Commitment”Debt Commitment Letter to be ineffective or (iii) for preclude in any material respect the purpose of financing the Transactions, the repayment or refinancing of certain satisfaction of the Company’s and conditions set forth in the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Debt Commitment is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity ExceptionLetter. As of the date hereof, the Financing Debt Commitment Letter is in full force and effect and has not been amended, supplemented or modified amended in any material respect, and none the financing and other fees that are due and payable on or before the date hereof under the Debt Commitment Letter have been paid in full. Subject to the terms and conditions of the commitments contained therein Debt Commitment Letter, the funds contemplated to be received pursuant to the Debt Commitment Letter, together with the expected proceeds of the sale of Units by Purchaser and funds that Purchaser currently has been withdrawnon hand, terminatedwill be sufficient to pay, repudiated or rescinded in any respect. Parent has paid any and will be used to pay, the aggregate Cash Consideration forming part of Securityholder Consideration under the Arrangement and to make all commitment other necessary payments (including related fees or other fees and expenses) by Purchaser in connection with the Financing Commitment that are payable on or prior to the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to be satisfied by it on or prior to the ClosingArrangement. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

Sufficient Funds. (a) Concurrently with the execution of this Agreement, Parent has delivered to the Company an a complete and accurate and complete copy of a the executed commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 letter (the “Equity Commitment Letter”), between Parent and Jefferies Finance LLC ) from the investors named therein (the “JefferiesInvestors”)) to Parent, pursuant to which Jefferies has agreedthe Investors have committed to invest in Parent the amounts set forth therein, subject to the terms and conditions set forth therein (the “Financing ConditionsFinancing”). The Equity Commitment Letter provides, and will continue to provide provide, that the debt financing set forth therein (Company is a third-party beneficiary thereof and is entitled to enforce such agreement. As of the “Financing Commitment”) for date hereof, and as of the purpose of financing the TransactionsClosing, the repayment or refinancing of certain of funds provided to Parent and/or Purchaser by the CompanyFinancing, together with Parent’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. cash on hand (b) The Financing Commitment is in full force and effect as of the date hereof and as of the Effective Time), are sufficient to fully fund all of Parent’s and Purchaser’s obligations under this Agreement, including payment of the aggregate Merger Consideration and Option Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and the discharge or refinancing of all indebtedness of the Company and the Company Subsidiaries in connection therewith. Except as set forth in the Equity Commitment Letter, there are no conditions precedent to the respective obligations of the parties thereto to fund the Financing. There are no other agreements, side letters or arrangements that would permit the parties to the Equity Commitment Letter to reduce the amount of the Financing or that could otherwise affect the availability of the Financing. The Equity Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity ExceptionInvestors. As of the date hereof, the Financing Equity Commitment Letter is in full force and effect and has not been amended, supplemented withdrawn or terminated or otherwise amended or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all No commitment fees or other fees in connection with were required to be paid under the Financing Equity Commitment that are payable Letter on or prior to the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closinghereof and, other than the Financing Conditions. As 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 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 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 Purchaser has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required of closing to be satisfied by it on or prior to contained in the ClosingEquity Commitment Letter. (cb) At Notwithstanding anything contained in this Agreement to the Acceptance Time and the Effective Timecontrary, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Purchaser acknowledge and agree that Parent’s, Intermediary’s and Merger SubPurchaser’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement hereunder are not contingent or conditioned in any manner on upon Parent’s or Purchaser’s obtaining any funds financing. In addition, for the avoidance of doubt, Parent and Purchaser acknowledge and agree that the existence or financingsatisfaction of any conditions contained in the Equity Commitment Letter or the Financing shall not constitute, nor be construed to constitute, a condition to the consummation of the transactions contemplated by this Agreement.

Sufficient Funds. (a) Parent Buyer has delivered to the Company an accurate Seller Parent true, correct and complete copy copies of a (i) 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 letter, dated as of the date hereof, among Deerfield Private Design Fund IV, L.P. (together with all schedules its officers, employees, directors, affiliates, partners, controlling parties, advisors, agents and exhibits theretorepresentatives, dated November 7the “Debt Financing Sources” and, 2013 together with the Equity Financing Sources, the “Financing Sources”) and Buyer, together with each related fee letter (with customary redactions only with respect to fee amounts and the economic terms of the “market flex” provisions and nothing which would affect the amount or availability of the Debt Financing) (collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters, the “Commitment LetterLetters”), between Parent and Jefferies Finance LLC (“Jefferies”)iii) all registration rights agreements and other agreements entered into by the Equity Financing Sources in connection with the Transactions. The Commitment Letters will provide financing in an aggregate amount set forth therein, pursuant to which Jefferies has agreed, and subject to the terms and conditions set forth therein (the “Financing ConditionsFinancing”), to . The Equity Commitment Letters provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment is in full force and effect as of the date hereof and that Seller Parent is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exceptionthird-party beneficiary thereof. As of the date hereofof this Agreement, the Financing Commitment has Letters have not been amended, supplemented amended or modified in any respectmanner, and none and, to Buyer’s Knowledge, no amendment or modification of the commitments contained therein has Commitment Letters is contemplated. As of the date of this Agreement, the Commitment Letters have not been withdrawn, terminated, repudiated reduced, withdrawn or rescinded in any respectrespect and, to Buyer’s Knowledge, as of the date of this Agreement, no such termination, reduction, withdrawal or rescission is contemplated. Parent Buyer has paid in full any all fees, expenses and all commitment fees or other fees amounts in connection with the Financing 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 are the valid, binding and enforceable (in accordance with their terms) obligations of Buyer and, to Buyer’s Knowledge, as of the date hereof, the other parties thereto, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors rights and remedies generally. Buyer is unaware of 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 set forth in 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 date of this Agreement, Buyer believes that the conditions to the funding contemplated by the Commitment Letters will be satisfied, and Buyer is not aware of the existence of any fact or 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 Commitment at (including any condition relating to the Closingavailability of the Debt Financing relating to any “flex” provision), other than as expressly set forth in the Financing ConditionsCommitment Letters delivered to Seller Parent pursuant to this Section 5.12. As of the date hereof, Parent has no reason to believe that it of this Agreement and assuming the satisfaction or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to be satisfied by it on or prior waiver (to the Closing. (cextent permitted by Law) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time conditions to Buyer’s obligation to consummate the Transactions, including Parent’s(a) no event has occurred which (with or without notice, Intermediary’s lapse of time or both) could constitute a default or breach or failure to satisfy a condition by Buyer under the terms and Merger Sub’s payment obligations under Article 4 conditions of the Commitment Letters and (b) Buyer does not have any reason to pay all related fees and expensesbelieve that any of the conditions to the Financing will not be satisfied by Buyer on a timely basis or that the Financing will not be available to Buyer on the date of the Closing. Parent and Merger Sub acknowledge that their obligations For the avoidance of doubt, it is not a condition to Closing under this Agreement are not contingent for Buyer to obtain the Financing or conditioned in any manner on obtaining any funds or financingAlternative Financing.

Sufficient Funds. (a) Prior to the date of this Agreement, Parent has delivered to the Company an accurate complete, correct and complete copy executed copies of a commitment letter(i) the letter dated January 18, together with all schedules 2006, from Banc of America Securities LLC, Banc of America Bridge LLC, Bank of America, N.A., Bear Xxxxxxx & Co. Inc. and exhibits thereto, dated November 7, 2013 (the “Commitment Letter”), between Parent and Jefferies Finance LLC (“Jefferies”)Bear Xxxxxxx Corporate Lending Inc., pursuant to which Jefferies has agreedthe parties thereto have committed, subject to the terms and conditions set forth therein therein, to provide or cause to be provided debt financing of up to $2,075,000,000 in connection with the Transactions (the “Debt Commitments” ) and (ii) the letter dated January 18, 2006, from Xxxx Capital Fund VIII, L.P. (“Bain”) pursuant to which Bain and or its Affiliates have committed, subject to the terms and conditions set forth therein, to provide or cause to be provided equity financing of up to $500,000,000 in connection with the Transactions (the “Equity Commitment” and, together with the Debt Commitments, the “Financing ConditionsCommitments”), with respect to provide the debt financing set forth therein of the Transactions (the “Financing CommitmentFinancing”) for the purpose of financing the Transactions), the repayment including all exhibits, schedules or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) amendments thereto. The Financing Commitment is Commitments are in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, the Financing Commitment has not been amended, supplemented or modified in any respecteffect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the date hereof. There there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the ClosingFinancing, other than as set forth in or expressly contemplated by the Financing ConditionsCommitments. As 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 pursuant to the Merger, to make all payments in respect of all Company Options, to perform Parent’s and Merger Sub’s other obligations under this Agreement and to pay all fees and expenses related to the Transactions payable by either of them. Assuming the accuracy of the representations and warranties of the Company set forth in Article IV, as of the date hereof, of this Agreement Parent has and Merger Sub have no reason to believe that it any of the 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 Parent and/or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to be satisfied by it on or prior to the ClosingClosing Date. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

Sufficient Funds. (a) Parent Prior to the execution and delivery of this Agreement, the Purchaser has delivered to the Company an accurate true and complete copy copies of a the following commitment letterletters, together with all schedules and exhibits theretowhich are unamended, dated November 7, 2013 evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter (the “Commitment Letter”)"COMMITMENT LETTER") dated June 29, between Parent 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 Jefferies Finance RBS Securities Inc. (collectively the "LENDERS") in favour of the Purchaser, and (ii) equity commitments pursuant to executed equity commitment letters (the "EQUITY COMMITMENT LETTERS") dated June 29, 2007 made by each of the Ontario Teachers' Pension Plan Board and affiliates of Providence Equity Partners, Inc. and Madison Dearborn Partners, LLC (“Jefferies”)collectively, the "EQUITY SPONSORS") in favour of the Purchaser, pursuant to which Jefferies has agreedthe Lenders, subject to in the terms case of the Commitment Letter, and conditions set forth therein (the “Financing Conditions”)Equity Sponsors, in the case of the Equity Commitment Letters, have committed to provide the Purchaser with debt financing 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 conditions expressly set forth therein (the “Financing Commitment”) for the purpose of financing the Transactions, the repayment or refinancing of certain therein. As of the Company’s date hereof each of the Commitment Letter and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Equity Commitment is Letters are in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent the Purchaser, the Equity Sponsors and Jefferiesthe Lenders, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject no amendment or modification to the Bankruptcy Commitment Letter or the Equity Commitment Letters are contemplated, and 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 Purchaser under the Commitment Letter or the Equity ExceptionCommitment Letters, respectively. As of the date hereof, hereof the Financing Commitment has not been amended, supplemented or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent Purchaser has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in of closing of the Financing Commitment that is required financing to be satisfied by it on contained in the Commitment Letter or prior 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 Closing. (c) At funding of the Acceptance Time cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Effective TimeEquity Commitment Letters is funded, Parent the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letters will have available, in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and will make available any other amounts required to Merger Sub (through Intermediary), all be paid by the Purchaser under this Agreement in connection with the consummation of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 transactions contemplated by this Agreement and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

Sufficient Funds. (a) Parent has The Purchasing Parties have delivered to the Company an accurate Seller Parent true and complete copy copies of a (i) an executed commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 letter from Purchaser Guarantor (the “Commitment Equity Funding Letter”), between Parent ) to provide equity financing in an aggregate amount of at least $462,800,000 (the “Equity Financing”) and Jefferies Finance LLC (ii) executed debt commitment letters from Citigroup Global Markets Inc. (the “JefferiesFinancing Commitments”), pursuant to which Jefferies Citigroup Global Markets Inc. has agreed, subject agreed to the terms and conditions set forth therein provide or cause to be provided at least $505,000,000 at Closing (the “Financing ConditionsDebt Financing”, and, together with the Equity Financing, the “Financing”). The Purchasing Parties have disclosed and made available to the Selling Parties all other agreements, arrangements or understandings (whether oral or written) related to provide the Financing, 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 financing set forth therein (financings similar to the “Debt Financing. Except as otherwise permitted by this Agreement, none of the Equity Funding Letter or Financing Commitment”) for Commitments has been or will be amended or modified, and the purpose respective commitments contained in the Equity Funding Letter and the Financing Commitments have not been withdrawn or rescinded in any respect as of financing the Transactionsdate of this Agreement. Except to the extent amended in accordance with its terms, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment Equity Funding Letter is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent the Purchasing Parties that are party thereto and Jefferiesthe other party thereto. Each of the Financing Commitments is in full force and effect and is a legal, enforceable against Parent valid and Jefferies in accordance with its terms and conditionsbinding obligation of the Purchasing Parties and, subject to the Bankruptcy and Equity Exceptionknowledge of the Purchasing Parties, the other parties thereto. As of the date hereofof 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 Commitment has not been amended, supplemented or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the date hereofCommitments. There are no conditions precedent or relating to the funding of the full amount of the Financing, other contingencies related 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 Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to not be satisfied by it on or prior to the Closing. (c) At Closing Date. The Purchasing Parties have fully paid any and all commitment fees or other fees required by the Acceptance Time Financing Commitments to be paid on or prior to the date of this Agreement and shall in the future pay any such fees as they become due. The Financing, when funded in accordance with the Equity Funding Letter and the Effective TimeFinancing Commitments, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the provide Purchaser with funds necessary as of such time sufficient to consummate the Transactions, including Parent’s, Intermediary’s Acquisition and Merger Sub’s payment obligations under Article 4 the other transactions contemplated by this Agreement and to pay all related fees and expenses. Parent The fees and Merger Sub acknowledge that their obligations under this Agreement are expenses of the Purchasing Parties in connection with the Acquisition, the Financing and any related transactions will not contingent or conditioned in any manner exceed the amount set forth on obtaining any funds or financingSection 4.05 of the Company Disclosure Letter.

Sufficient Funds. Assuming (ai) the satisfaction of the conditions set forth in 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 the 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 consummate the transactions contemplated on the Closing Date, including for the payment of the Required Amount. As of the date of this Agreement, Parent has delivered to the Company an accurate a true and complete copy of a commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 (the “executed Debt Commitment Letter”), between Parent and Jefferies Finance LLC (“Jefferies”), pursuant to which Jefferies has agreed, subject to the terms and conditions set forth therein (the “Financing Conditions”), to provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy Letter and Equity ExceptionCommitment Letters. As of the date hereof, neither of the Financing Commitment Letters has been modified, amended or altered, and, as of the date hereof, the respective commitments contained in the Commitment Letters have not been amended, supplemented or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated 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 Required Amount or transactions contemplated by this Agreement that would contain any additional conditions precedent or contingencies that would permit the Lenders to reduce the total amount of the Debt Financing or the Guarantors to reduce the total amount of the Equity Financing 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 Commitment Letters 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 fully paid (or caused to be paid) any and all commitment fees or and other fees in connection with the Financing Commitment amounts that are due and payable on or prior to the date hereof. There are no conditions precedent or other contingencies related to of this Agreement in connection with the funding of the full amount of the Financing Commitment at the Closing, other than the Financing ConditionsFinancing. As of the date hereof, to the knowledge of Parent, no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a failure to satisfy a condition precedent on the part of Parent has no or Merger Sub or any other party thereto under the terms and conditions of the Commitment Letters. As of the date hereof, assuming satisfaction of the conditions set forth in Section 7.2 and completion of the Marketing Period, Parent does not have any reason to believe that it or Merger Sub will be unable (i) any of the conditions to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to will not be satisfied by it on or prior to (ii) the Closing. (c) At the Acceptance Time and the Effective Time, Parent Financing will have available, and will make not be available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under 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 contingent or conditioned in any manner on 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 funds financing or financingthe availability, grant, provision or extension of any financing to Parent or Merger Sub.

Sufficient Funds. (a) Parent has delivered Prior to the Company an accurate execution of this Agreement, the Purchaser has received and complete copy of accepted (i) a fully executed debt commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 as of the date of this Agreement (the “Debt Commitment Letter”), between Parent and Jefferies Finance LLC (“Jefferies”), pursuant from the Debt Financing Sources party thereto who have committed to which Jefferies has agreed, subject to provide debt financing on the terms and conditions of the Debt Commitment Letter in the amount set forth therein (such debt financing, the “Financing ConditionsDebt Financing”), and (ii) a fully executed equity commitment letter, dated as of the date of this Agreement (such letter, the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”), from The Veritas Capital Fund V, L.P. (the “Purchaser Guarantor”) relating to the commitment of the Purchaser Guarantor to provide the debt equity financing set forth specified therein (the “Financing Commitment”) for Equity Financing” and, together with the purpose of financing the TransactionsDebt Financing, the repayment or refinancing of certain “Financing”), on the terms and conditions of the Company’s Equity Commitment Letter. The Equity Commitment Letter provides, and will continue to provide, that the Company Subsidiary’s existing indebtedness and related fees and expensesParent is a third-party beneficiary thereto as specified therein. (b) Assuming the Financing is funded in accordance with the Commitment Letters, the aggregate proceeds of the Financing are sufficient to allow the Purchaser to consummate the Closing upon the terms contemplated by this Agreement and pay (x) all amounts required to be paid by the Purchaser or its Affiliates at the Closing under the Transaction Documents to which such Person is a party and (y) all related fees and expenses of the Purchaser, its Affiliates and their respective Representatives (as hereinafter defined). Prior to the execution of this Agreement, the Purchaser has delivered to the Parent true and complete copies of the fully-executed Commitment Letters, including all annexes, schedules and other attachments thereto. (c) The Financing Equity Commitment Letter, and, as of the date of this Agreement, the Debt Commitment Letter, is in full force and effect as and is the legal, valid, binding and enforceable obligation of the date hereof and is a legalPurchaser, valid and binding obligation of Parent and Jefferiesand, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy Knowledge of the Purchaser (in the case of the Debt Commitment Letter only), each other party thereto, except as may be limited by bankruptcy, insolvency or other Laws affecting generally the enforceability of creditors’ rights and Equity Exceptionby limitations on the availability of equitable remedies. As of the date hereof, the Financing no Commitment Letter has not been amended, modified or supplemented in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or modified in any respect, and none nor is any such amendment, modification or supplement currently contemplated, nor, to the Knowledge of the commitments contained therein Purchaser (in the case of the Debt Commitment Letter only), is any such withdrawal or rescission currently contemplated. As of the date of this Agreement, the Commitment Letters constitute all of the Contracts entered into between each of the Debt Financing Sources and the Purchaser Guarantor, on the one hand, and the Purchaser and/or its Affiliates (other than the Purchaser Guarantor), on the other hand, with respect to the Financing, other than customary fee letters relating to fees with respect to the Debt Financing (true and complete copies of which have been provided to the Parent prior to the execution hereof, with only fee amounts, pricing caps and certain economic and flex terms (which would not adversely affect the amount or availability of the Debt Financing or include any additional conditions to funding) redacted). The Purchaser has been withdrawnfully paid, terminatedor caused to be fully paid, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or and other fees in connection with and expenses required to be paid under the Financing Commitment that are payable Letters on or prior to the date hereofof this Agreement. There The Commitment Letters are no conditions precedent not subject to any condition of any kind whatsoever, including any subsequent approval process, that is directly or other contingencies indirectly related to the funding of the full amount of the Financing Commitment at the Closing(including any flex provisions), other than the Financing Conditions. As conditions precedent as expressly set forth therein, and, assuming the conditions set forth in Article VIII and Article X have been satisfied in full, as of the date hereofof this Agreement, Parent the Purchaser has no reason to believe that (i) it or Merger Sub any other party thereto will not be unable able to satisfy on a timely basis any term or condition set forth in the Commitment Letters, including any condition of closing of the Financing Commitment that is required to be satisfied by it as a condition of the Financing, or (ii) the full amount of the Financing (other than the portion of the revolving credit facility forming part of the Debt Financing with respect to which, pursuant to the terms of the Debt Commitment Letter, borrowings will not be available on the Closing Date) will not be made available to the Purchaser at or prior to the Closing. 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 Purchaser or, to the Knowledge of the Purchaser (in the case of the Debt Commitment Letter only), any other party thereto under any of the Commitment Letters. As of the date hereof, the Purchaser is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Purchaser in any Commitment Letter inaccurate in any material respect. (cd) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all Each of the funds necessary as Purchaser, VCVH Intermediate, VCVH Holding II and Purchaser LLC acknowledges and agrees that, notwithstanding anything to the contrary contained in this Agreement, the consummation of such time the Financing shall not be a condition to the obligations of the Purchaser, VCVH Intermediate, VCVH Holding II and Purchaser LLC to consummate the Transactionstransactions contemplated by this Agreement. (e) Concurrently with the execution and delivery of this Agreement, including Parent’sthe Purchaser Guarantor has delivered to the Parent a duly executed guarantee of the Purchaser Guarantor (the “Limited Guarantee”), Intermediary’s and Merger Sub’s payment pursuant to which the Purchaser Guarantor has guaranteed certain obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under of the Purchaser in connection with this Agreement as specified therein. The Purchaser Guarantor is a limited partnership duly organized, validly existing and in good standing under the Laws of the state or jurisdiction of its organization and has all organizational powers required to carry on its business as now conducted. The execution, delivery and performance by the Purchaser Guarantor of the Limited Guarantee, and the consummation of the transactions contemplated thereby, are not contingent within the organizational powers of the Purchaser Guarantor and have been duly authorized by all necessary action on the part of the Purchaser Guarantor. The Limited Guarantee is in full force and effect and is a legal, valid, binding and enforceable obligation of the Purchaser Guarantor in accordance with its terms, except as may be limited by bankruptcy, insolvency or conditioned in any manner other Laws affecting generally the enforceability of creditors’ rights and by limitations on obtaining any funds the availability of equitable remedies. As of the date hereof, no event has occurred which, with or financingwithout notice, lapse of time or both, would constitute a default on the part of the Purchaser Guarantor under such Limited Guarantee.

Sufficient Funds. (a) Parent Fremont has delivered to the Company an accurate and complete copy of a commitment letterobtained, together with all schedules and exhibits thereto, dated November 7, 2013 (the “Commitment Letter”), between Parent and Jefferies Finance LLC (“Jefferies”), pursuant to which Jefferies has agreed, subject to the terms and conditions set forth therein (the “Financing Conditions”), to provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing the Transactions, the repayment or refinancing of certain on behalf of the Company’s , (i) 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 "Unrestricted Cash"), the Debt Financing, the Unrestricted Cash and the proceeds received by the Company Subsidiary’s 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 indebtedness, if required to consummate the Merger and related the other transactions contemplated hereby, (iii) pay the fees and expenses. (b) The Financing Commitment is in full force and effect as expenses of the date hereof Financial Advisor and is a legalthe Company's legal counsel, valid (iv) consummate all of the other transactions contemplated by this Agreement, and binding obligation (v) provide sufficient working capital needs of Parent the Company following the Merger. True and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject complete copies of the Debt Financing Letters have been furnished to the Bankruptcy and Equity ExceptionCompany. As 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 date hereof, the Financing Commitment Company. Fremont has not been amended, supplemented or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with required by the Debt Financing Commitment 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). Fremont expects that are payable on or it will cause the Surviving Corporation to pay all outstanding trade payables and other liabilities of the Company incurred prior to the date hereofClosing in the ordinary course of business consistent with past practice. There The Debt Financing Letters are valid and in full force and effect and no conditions precedent event has occurred which (with or other contingencies related to without notice, lapse of time or both) would constitute a default on the funding part of Fremont or Sub thereunder or would prevent the consummation of the full amount of the Financing Commitment at the Closing, other than the Financing ConditionsDebt Financing. As of the date hereof, Parent has no reason Fremont does not know of any facts or circumstances that may reasonably be expected to believe that it or Merger Sub will be unable to satisfy on a timely basis result in any term or condition of the conditions set forth in the Debt Financing Commitment Letters not being satisfied. Fremont believes that is required to be satisfied by it on or prior the Debt Financing will not create any liability to the Closing. directors and stockholders of the Company under any federal or state fraudulent conveyance or transfer law. Fremont is currently solvent and further believes that, upon the consummation of the Transactions and any other transactions or operations involving the Surviving Corporation hereafter, including, without limitation, the Debt Financing, the Surviving Corporation (ci) At the Acceptance Time and the Effective Timewill not become insolvent, Parent (ii) will not be left with unreasonably small capital, (iii) will not have availableincurred debts beyond its ability to pay such debts as they mature, and will make available to Merger Sub (through Intermediary), all that the capital of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are Company will not contingent or conditioned in any manner on obtaining any funds or financingbecome impaired.

Sufficient Funds. (a) Parent has delivered You must have sufficient available funds in your Account to cover the amount of any transaction that would be charged to your Account. Subject to limitations set out in this Agreement, you can request up to the Company amount of available funds or available credit in your Account. We may hold (or “freeze”) funds at any time after you have initiated a Personal Service for any reason, including as a means of reducing risks that there will be insufficient funds for completing the Personal Service. If we do hold funds, we may treat the held funds as not available for other purposes, and reject other transactions (for example, checks or other transfer instructions) in any order we choose. We may allow overdrafts/overlimits or negative balances, but we also may discontinue the practice at any time with or without prior notice to you. We may prevent or reverse any payments or other Personal Service in any order that we choose as a means of preventing or recovering any overdrafts or other exposures. If you do not have sufficient or available funds or credit, you may be charged an accurate and complete copy of a commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 overdraft or other fee (the “Commitment Letter”such as fees for returned checks or other electronic items), between Parent as set forth herein and Jefferies Finance LLC in the Consumer Accounts Schedule of Fees and Charges. Without limiting the foregoing, if we allow your overdraft line of credit (“Jefferies”if available) to be overdrawn (meaning your advance exceeds your available overdraft line of credit amount), pursuant you must immediately make a deposit to which Jefferies has agreedcover the excess overdraft. If we sue you to collect any overdraft, subject you agree that we're entitled to collect all costs and expenses of suit from you (including the terms and conditions set forth therein (the “Financing Conditions”reasonable cost of an attorney), to provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its applicable law. If we allow an advance from your overdraft line of credit, you're responsible for any interest we charge in accordance with the terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, the Financing Commitment has overdraft line of credit agreement. You agree that we are not been amended, supplemented liable for any damages or modified in expenses you incur due to any respect, and none delay or failure of the commitments contained therein has been withdrawn, terminated, repudiated (i) courier (or rescinded the US Postal Service) in delivering any respect. Parent has paid check; and (ii) any and all commitment fees Payee or other fees third party in connection with the Financing Commitment that are payable on crediting or prior to the date hereof. There are no conditions precedent processing a payment or other contingencies related to the funding of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to be satisfied by it on or prior to the Closingwithdrawal. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

Sufficient Funds. Parent will have and Parent will make available to Purchaser at the Effective Time, sufficient funds to consummate the Transactions (a) 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 has delivered to the Company an accurate complete, correct and complete copy executed copies of a all financing agreements and/or commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 (the “Commitment Letter”), between Parent and Jefferies Finance LLC (“Jefferies”), pursuant to which Jefferies has agreed, subject to the terms and conditions set forth therein letters (the “Financing ConditionsCommitments”) with respect to the financing of the Transactions (the “Financing”), to provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing the Transactionsincluding all exhibits, the repayment schedules or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exceptionamendments thereto. As of the date hereof, the Financing Commitment has Commitments have not been amended, supplemented amended or modified in any respect, no such amendment or modification is contemplated and none of the commitments contained therein has have not been withdrawn, terminated, repudiated rescinded or rescinded otherwise modified in any respect. The Financing Commitments are in full force and effect, are legal, valid and binding obligations of Parent has paid any and, to Parent’s Knowledge, the other parties thereto, and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the date hereof. There there are no conditions precedent or other contingencies contingences related to the funding of the full amount of the Financing Commitment at the ClosingFinancing, other than as set forth in or expressly contemplated by the Financing ConditionsCommitments. As 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 date hereofCompany 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 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 has or Purchaser on the terms therein, and Parent and Purchaser have no reason to believe that it or Merger Sub will be unable any of the conditions precedent to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to will not be satisfied by it on in connection with the consummation of the Transactions or prior to that the Closing. (c) At the Acceptance Time and the Effective Time, Parent Financing will have available, and will make not be available to Merger Sub (through Intermediary), all of Purchaser on the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expensesClosing Date. Parent and Merger Sub acknowledge that their obligations Purchaser have obtained the consent of the lenders under this Agreement are not contingent the Financing Commitments to publicly file the Financing Commitments with the SEC if requested by the SEC or conditioned required by Law. Parent and Purchaser shall, and shall cause CJAC to, comply with and accept any “flex” terms contained in any manner on obtaining any funds or financingof the Financing Commitments as may be necessary to complete the Financing.