Common use of Sufficient Funds Clause in Contracts

Sufficient Funds. Parent has delivered to the Company true and complete copies of the Wells Fargo Century Inc. Letter, dated as of the date hereof, by and xxxxx Wells Fargo Century Inc., Parent 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 the First Debt Letter and the Second Debt Letter, the "Debt Commitment Letters") and the commitment letters, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (the "Equity Commitment Xxxxxrs" and, together with the Debt Commitment Letters, the "Commitment Letters", the financing to be provided thereunder is referred to herein as the "Financing"). The aggregate proceeds of the Financing are in an amount sufficient to consummate the Transactions, including to pay the aggregate Merger Consideration, and to pay all related fees and expenses. As of the date hereof, none of the Commitment Letters has been withdrawn, and there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than those set forth in the Commitment Letters. Subject to receipt of the aggregate proceeds of the Financing, at the Effective Time, Parent and Merger Sub will have sufficient cash and cash equivalent resources available to pay the aggregate Merger Consideration pursuant to the Transactions.

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

Sufficient Funds. Parent Prior to the execution and delivery of this Agreement, the Purchaser has delivered to the Company true and complete copies of the Wells Fargo Century Inc. Letterfollowing commitment letters, dated which are unamended as of the date hereof, by and xxxxx Wells Fargo Century Inc., Parent and Merger Sub evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter (the "First Debt Lettxx"“Commitment Letter”) dated February 15, 2008 made by Mxxxxx Sxxxxxx Bank International Limited and its affiliates (collectively the “Lenders”) in favour of 6922767 Holding SARL, and (ii) an equity commitment pursuant to an executed equity commitment letter (the “Equity Commitment Letter”) dated February 22, 2008 made by FR Horizon AIV, L.P. (the “Equity Sponsor”) in favour of the Purchaser, pursuant to which the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, have committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereof. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth therein. As of the date hereof (A) each of the Commitment Letter and the Equity Commitment Letter is in full force and effect and is a legal, valid and binding obligation of the Purchaser and, to the knowledge of the Purchaser, the Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, (B) no amendment or modification to either the Commitment Letter or the Equity Commitment Letter is contemplated, and (C) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser under the Commitment Letter or the Equity Commitment Letter, respectively, or excuse the Lenders or the Equity Sponsor from their commitments thereunder. As of the date hereof (assuming the accuracy of all of the representations and warranties of the Company in this Agreement and the compliance by the Company of its obligations under this Agreement), the Ore Hill Fund L.P. Letter, dated as Purchaser does not believe that it shall be unable to satisfy on a timely basis any term or condition 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 closing of the date hereof, by and among the Chase Capital business unit of JPMorgan Chase & Co., Parent and Merger Sub (the "Third Debt Letter" and, together with the First Debt Letter and the Second Debt Letter, the "Debt Commitment Letters") and the commitment letters, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (the "Equity Commitment Xxxxxrs" and, together with the Debt Commitment Letters, the "Commitment Letters", the financing to be provided thereunder satisfied by it contained in the Commitment Letter or the Equity Commitment Letter and is referred to herein as the "Financing"). The aggregate proceeds not aware of any existing fact, occurrence or state of events that may cause any of the Financing are terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in an amount full the amounts committed thereunder or of any impediment to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient to consummate for the Transactions, including Purchaser to pay the aggregate Merger Consideration, Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expenses. As of the date hereof, none of the Commitment Letters has been withdrawn, and there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than those set forth in the Commitment Letters. Subject to receipt of the aggregate proceeds of the Financing, at the Effective Time, Parent and Merger Sub will have sufficient cash and cash equivalent resources available to pay the aggregate Merger Consideration pursuant to the Transactions.

Sufficient Funds. Parent has delivered to the Company true and complete copies of the Wells Fargo Century Inc. LetterBuyer has, dated as of on the date hereof, by 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 xxxxx Wells Fargo Century Inc., Parent and Merger Sub accurate copies of (i) an equity commitment letter (the "First “Equity Commitment Letter”) from Xxxx Capital Fund VIII, L.P., and (ii) a debt commitment letter (the “Debt Lettxx"Commitment Letter”) from the financial institutions identified therein with respect to the financing of the transactions contemplated hereby (such equity and debt commitments collectively being the “Financing”). Subject to their terms and conditions, 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" andFinancing, together with the First Debt Letter and the Second Debt Letterall other funds of Buyer, the "Debt Commitment Letters") and the commitment letters, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (the "Equity Commitment Xxxxxrs" and, together with the Debt Commitment Letters, the "Commitment Letters", the financing to be provided thereunder is referred to herein as the "Financing"). The aggregate proceeds of the Financing are in an amount sufficient to consummate the Transactions, including allow Buyer to pay the aggregate full Merger Consideration, Price and to pay satisfy in cash all related fees other obligations of Buyer required to be satisfied at the Closing, including discharge of all Indebtedness and expensesTransaction Expenses to the extent required. As of the date hereof, none the Equity Commitment Letter and the Debt Commitment Letter (together with the ancillary documents referenced therein or delivered to the Seller Representative) constitute all of the agreements entered into between each of X.X. Xxxxxx Securities, Inc., Citigroup Global Markets and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxx Capital Fund VIII, L.P. and/or its affiliates and Buyer and/or its affiliates with respect to the financing arrangements contemplated thereby. As of the date hereof, the Equity Commitment Letters 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 been withdrawnno reason to believe that such Financing shall not be available or that the equity and debt commitments shall not be funded, and Buyer has not made any material misrepresentation with respect to Buyer in connection with obtaining such equity and debt financing commitments. As of the date hereof, assuming the accuracy, in all material respects, of the representations and warranties of the Company in this Agreement and the accuracy and completeness of the information provided by the Company to the Buyer in the course of its due diligence review, Buyer has no reason to believe that there are no any conditions precedent or other contingencies related to the funding payment of such cash or the drawing of such credit facilities which cannot be satisfied by Buyer as of the full amount of the Financing, other than those set forth in the Commitment Letters. Subject to receipt of the aggregate proceeds of the Financing, at the Effective Time, Parent and Merger Sub will have sufficient cash and cash equivalent resources available to pay the aggregate Merger Consideration pursuant to the TransactionsClosing Date.

Sufficient Funds. Parent Section 5.10 of the Purchaser Disclosure Schedule sets forth as of the date hereof a complete and accurate copy of (a) the executed commitment letter (the “Equity Commitment Letter”) from the investor named therein (the “Investor”), pursuant to which Investor has delivered committed to invest the amount set forth therein (the “Equity Financing”), (b) the executed commitment letter (the “Debt Commitment Letter”) from the lender named therein (the “Lender”) pursuant to which the Lender has agreed to lend the amounts set forth therein (the “Debt Financing”, and together with the Equity Financing, the “Financing”), (c) the executed Contribution Agreement and (d) the executed Rollover Agreement. Subject to the Company true terms and complete copies conditions of the Wells Fargo Century Inc. LetterDebt Commitment Letter and this Agreement, dated the aggregate proceeds of the Financing together with Purchaser’s cash on hand (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 hereofAcceptance 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, by and among Ore Hill Fund L.P.including payment of the aggregate Offer Price, Parent and the Merger Sub 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 (the "Second Debt Letter"assuming all holders of Convertible Notes accept such offer) and the Chase Capital Letterpayment 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, dated as (ii) conditions precedent to the obligations of the date hereofContributing Stockholders to contribute their Excluded Shares to Sub prior to the Effective Time, by and among (iii) conditions precedent to the Chase Capital business unit obligations of JPMorgan Chase & Co.the stockholders under the Rollover Agreements to transfer their Rollover Shares to Sub prior to the Effective Time, Parent and Merger Sub or (iv) material or substantive conditions precedent to the "Third obligation of the Lender to fund the Debt Letter" andFinancing, together with in each case other than as stated in the First Debt Letter and the Second Debt Equity Commitment Letter, the "Debt Commitment Letters") Letter, the Contribution Agreement and the commitment lettersRollover Agreements, dated as applicable. There are no other agreements, side letters or arrangements that would permit Investor or the Lender to reduce the amount of the date hereofEquity Financing or the Debt Financing, between Merger Sub and 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 Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (the "Equity Commitment Xxxxxrs" andLetter has been duly executed and delivered by, together with and is a valid and binding obligation of, Purchaser and Investor, subject to the Enforceability Exceptions. The Debt Commitment LettersLetter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Purchaser and the "Commitment Letters"Lender, subject to the financing to be provided thereunder is referred to herein as the "Financing")Enforceability Exceptions. The aggregate proceeds of the Financing are in an amount sufficient to consummate the Transactions, including to pay the aggregate Merger ConsiderationContribution Agreement has been duly executed and delivered by, and to pay all related fees is a valid and expensesbinding 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 Equity Commitment Letter, the Debt Commitment Letter, the Contribution Agreement and each Rollover Agreement are in full force and effect and none of the Commitment Letters foregoing has been withdrawnwithdrawn or terminated or otherwise amended or modified in any respect. The terms of the Contribution Agreement shall not be amended, and there are no conditions precedent modified or other contingencies related 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 funding 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 full amount applicable Investor and such Investor has the ability to make capital calls sufficient to satisfy its obligations under the Equity Commitment Letter. The terms of the FinancingRollover Agreements shall not be amended, modified or waived after the date hereof in a manner that would reasonably be expected to change, delay or prevent the transfers thereunder immediately prior to the Acceptance Time or the Closing, as applicable, or delay or prevent the Closing. All commitment and other than those fees required to be paid under the Equity Commitment Letter or the Debt Commitment Letter on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Purchaser, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in the Equity Commitment Letters. Subject to receipt 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 aggregate proceeds 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 paid under the Guarantee on or prior to the date hereof have been paid and, as of the Financingdate hereof, at the Effective Time, Parent and Merger Sub will have sufficient cash and cash equivalent resources available to pay the aggregate Merger Consideration pursuant to the Transactionsknowledge of 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 or both, constitute a default or breach on the part of Purchaser, any Guarantor or Sub or any other member of the Purchaser Group of any term thereunder.

Sufficient Funds. Parent has delivered to the Company true and complete copies of the Wells Fargo Century Inc. Letter, dated as of the date hereof, by and xxxxx axx xxong Wells Fargo Century Inc., Parent and Merger Sub (the "First Debt LettxxFIRST DEBT LXXXXX"), 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 LetterSECOND 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 LetterTHIRD DEBT LETTER" and, together with the First Debt Letter and the Second Debt Letter, the "Debt Commitment LettersDEBT COMMITMENT LETTERS") and the commitment letters, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Xxxxie Capital and Middlegate Securities Ltd. (the "Equity Commitment XxxxxrsEQUITY COMMITMXXX XXTTERS" and, together with the Debt Commitment Letters, the "Commitment LettersCOMMITMENT LETTERS", the financing to be provided thereunder is referred to herein as the "FinancingFINANCING"). The aggregate proceeds of the Financing are in an amount sufficient to consummate the Transactions, including to pay the aggregate Merger Consideration, and to pay all related fees and expenses. As of the date hereof, none of the Commitment Letters has been withdrawn, and there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than those set forth in the Commitment Letters. Subject to receipt of the aggregate proceeds of the Financing, at the Effective Time, Parent and Merger Sub will have sufficient cash and cash equivalent resources available to pay the aggregate Merger Consideration pursuant to the Transactions.

Sufficient Funds. Parent is a newly formed entity which has ---------------- conducted no business other than in connection with the transactions contemplated by this Agreement. Parent has delivered to the entered into equity commitment letters with VIP Holdings, LLC, an affiliate of Chartwell Investments II, LLC, and with Ford Motor Company true and complete copies of the Wells Fargo Century Inc. Letter(collectively, dated as of the date hereof, by and xxxxx Wells Fargo Century Inc., Parent and Merger Sub (the "First Debt LettxxEquity Commitment Letters"), ------------------------- copies of which have been delivered or made available to the Ore Hill Fund L.P. LetterCompany. Acquisition Company has entered into a bank commitment letter with First Union National Bank, dated as of the date hereofFirst Union Securities, by Inc., Fleet National Bank and among Ore Hill Fund L.P.Fleet Boston Xxxxxxxxx Xxxxxxxx Inc. and a subordinated debt commitment letter with GarMark Advisors L.L.C. and First Union Investors, Parent and Merger Sub Inc. (collectively, the "Second Debt LetterBank ---- Commitment Letters") ), copies of which have been delivered or made available to ------------------ the Company, pursuant to which the Company is to obtain, subject to the terms and the Chase Capital Letterconditions therein, 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" andfunds which, together with the First Debt Letter and the Second Debt Letter, the "Debt Commitment Letters") and the commitment letters, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (the "Equity Commitment Xxxxxrs" and, together with the Debt Commitment Letters, the "Commitment Letters", the financing Contribution to be provided thereunder is referred to herein as the "Financing"). The aggregate proceeds of the Financing are in an amount received by Acquisition Company, shall be sufficient to consummate the Transactionstransactions contemplated hereby, including and to pay off the aggregate Merger Consideration, Existing Senior Credit Facility (assuming the Company's Indebtedness and available cash as of the Offer Closing are not materially different than those reflected on the Most Recent Balance Sheet) and to pay all related fees and expensesexpenses (the "Financings"). ---------- Parent has delivered true, correct and complete copies of the Equity Commitment Letters and Bank Commitment Letters to the Company. As of the date hereof, none each of the Equity Commitment Letters and Bank Commitment Letters is in full force and effect and has not been withdrawn, and there are no conditions precedent amended or other contingencies related to the funding terminated. As of the full amount date hereof, the Parent is not aware of any condition or event that would cause any of the Financing, other than those set forth funds to be made available under the Equity Commitment Letters or the Bank Commitment Letters not to be funded in the Commitment Letters. Subject to receipt of the aggregate proceeds of the Financing, at the Effective Time, Parent and Merger Sub will have sufficient cash and cash equivalent resources available to pay the aggregate Merger Consideration pursuant to the Transactionsaccordance with their respective terms.

Sufficient Funds. Parent has delivered to Xxxxxxxx a copy of an executed commitment letter (the Company true and complete copies of the Wells Fargo Century Inc. “Debt Commitment Letter”), dated as of the date hereof, by from X.X. Xxxxxx Securities LLC and xxxxx Wells Fargo Century Inc.JPMorgan Chase Bank, Parent and Merger Sub N.A. (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"“Lenders”) and the Chase Capital Letter, dated as of the date hereof, by and among the Chase Capital business unit of JPMorgan Chase & Co., Parent and Merger Sub (the "Third Debt Letter" and, together with the First Debt Letter and the Second Debt Letter, the "Debt Commitment Letters") and the commitment letters, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (the "Equity Commitment Xxxxxrs" and, together with addressed to Parent. Pursuant to the Debt Commitment LettersLetter and subject to the terms and conditions contained therein, the "Commitment Letters", the Lenders have committed to provide U.S.$4.0 billion in aggregate principal amount of debt financing to be provided thereunder is referred to herein as Parent on or before the "Effective Date (the “Debt Financing"”). The aggregate proceeds obligations to fund the commitments under the Debt Commitment Letter are not subject to any condition other than those set forth therein. Parent has no knowledge of any fact or occurrence that has or would reasonably be expected to (i) make any of the Financing are assumptions or statements set forth in an amount sufficient the Debt Commitment Letter inaccurate, (ii) cause the Debt Commitment Letter to consummate be ineffective or (iii) preclude in any material respect the Transactions, including to pay satisfaction of the aggregate Merger Consideration, and to pay all related fees and expensesconditions set forth in the Debt Commitment Letter. As of the date hereofof this Arrangement Agreement, none the Debt Commitment Letter is in full force and effect, is a legal, valid and binding obligation of Parent and, to the Commitment Letters has been withdrawnknowledge of Parent, the other parties thereto, in each case subject to the Bankruptcy and Equity Exception, and there has not been amended in any material respect, and the financing and other fees that are no conditions precedent due and payable on or other contingencies related to before the funding of date hereof under the full amount of the Financing, other than those set forth Debt Commitment Letter have been paid in the Commitment Lettersfull. Subject to receipt the terms and conditions of the aggregate proceeds Debt Commitment Letter, the funds contemplated to be received pursuant to the Debt Commitment Letter or, at Parent’s option, funds received from the Permanent Financing, together with available funds including treasury securities issued by the United States Department of the FinancingTreasury, debt securities with a debt rating of “Baa3” or the equivalent thereof or higher from Xxxxx’x Investors Service, Inc. or its successors or a debt rating of “BBB-” or the equivalent thereof or higher from Standard & Poor’s Ratings Group Inc. or its successors, cash equivalents and credit available for such purpose under existing financing facilities in the aggregate amount not less than $800 million that Parent currently has on hand, holds or has available to it (collectively, the “Available Cash”), are sufficient to provide that the Parent will, at the Effective Time, Parent and Merger Sub will have sufficient cash and cash equivalent resources available funds to pay the aggregate Merger Cash Consideration, the Warrant Consideration, the Option Consideration and the PSU Consideration under the Arrangement and to make all other payments required to be made or caused to be made by Parent pursuant to the TransactionsArrangement and in accordance with Section 5.03(c) of this Arrangement Agreement.

Sufficient Funds. Parent has delivered to the Company true complete and complete accurate copies of (a) an executed commitment letter (the Wells Fargo Century Inc. “Debt Commitment Letter”) from Credit Suisse Securities (USA) LLC, dated as of the date hereofCredit Suisse AG, by and xxxxx Wells Fargo Century HSBC Securities (USA) Inc., Parent HSBC Bank USA, National Association, and Merger Sub Australia and New Zealand Banking Group Limited (the "First Debt Lettxx"“Lenders”), pursuant to which the Ore Hill Fund L.P. LetterLenders have committed, dated as 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 date hereof, “Bridge Loan Borrowers”) for the purpose of funding the transactions contemplated by and among Ore Hill Fund L.P., Parent and Merger Sub this Agreement (the "Second “Debt Letter"Financing”), (b) 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 an executed commitment letter (the "Third Debt “Affiliate Commitment Letter" and, together with the First Debt Letter and the Second Debt Letter, the "Debt Commitment Letters") and the commitment letters, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (the "Equity Commitment Xxxxxrs" ” and, together with the Debt Commitment LettersLetter, the "Commitment Letters"“Financing Commitments”) from Investor, pursuant to which Investor has committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Affiliate Financing” and, together with the Debt Financing, the financing “Financing”) and (c) the fee letter associated with the Debt Commitment Letter (the “Fee Letter”) (it being understood that such letter has been redacted to be omit the fee amounts provided thereunder is referred to herein as the "Financing"therein). The aggregate proceeds of the Financing are in an amount sufficient to consummate the Transactions, including to pay the aggregate Merger ConsiderationAffiliate Commitment Letter provides, and will continue to pay all related fees and expensesprovide, that the Company is a third-party beneficiary thereof. Bridge Xxxxx is an Affiliate, but not a direct or indirect Subsidiary, of Parent. As of the date hereof, none and, to Parent’s knowledge as of the date hereof of existing plans and intentions, as of the Closing, subject to the satisfaction of the conditions to Parent’s obligation to consummate the Merger set forth in Article VII hereof and the accuracy in all material respects of the representations and warranties set forth in the penultimate sentence of Section 4.5(a), the funds provided by the Financing, together with Parent’s and the Company’s consolidated cash on hand (as of the date hereof and as of the Effective Time), 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 Letters has been withdrawnLetter, and 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 contingencies related 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 full amount bridge facilities contemplated by the Debt Commitment Letter or the issuance by certain Subsidiaries of Parent of senior secured notes and senior notes as contemplated by the Debt Commitment Letter. As of the Financingdate hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other than those fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in the Commitment Letters. Subject to receipt any of the aggregate proceeds 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 Financing, 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 and Merger nor Sub has reason to believe as of the date hereof that it will have sufficient cash and cash equivalent resources available be unable to pay satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the aggregate Merger Consideration pursuant to the TransactionsFinancing Commitments.

Sufficient Funds. Parent has delivered Subject to the Company true and complete copies receipt of the Wells Fargo Century Inc. Letter, dated as of the date hereof, by and xxxxx Wells Fargo Century Inc.Requisite Significant Stockholder Stockholder Approval, Parent and Merger Sub (the "First Debt Lettxx")collectively have, the Ore Hill Fund L.P. Letterand Parent will make available to Merger Sub, dated as of the date hereof, by and among Ore Hill Fund L.P., Parent and Merger Sub (the "Second Debt Letter") and the Chase Capital Letter, dated as of the date hereof, by and among the Chase Capital business unit of JPMorgan Chase & Co., Parent and Merger Sub (the "Third Debt Letter" and, together with the First Debt Letter and the Second Debt Letter, the "Debt Commitment Letters") and the commitment letters, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (the "Equity Commitment Xxxxxrs" and, together with the Debt Commitment Letters, the "Commitment Letters", the financing to be provided thereunder is referred to herein as the "Financing"). The aggregate proceeds of the Financing are in an amount sufficient funds to consummate the Transactions, Transactions (including to pay the aggregate Merger Consideration, and to pay all related fees and expenses. As of the date hereof, none of the Commitment Letters has been withdrawn, and there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than those set forth in the Commitment Letters. Subject to receipt of the aggregate proceeds of the Financing, at the Effective Time, Parent and Merger Sub will have sufficient cash and cash equivalent resources available 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 aggregate amount set forth therein (the “Equity Financing”), including all exhibits, schedules or amendments thereto, which have not been amended or modified (and no such amendment or modification is contemplated) as of the date of this Agreement. As of the date of this Agreement, the Equity Commitment Letter executed by Significant Stockholder is still subject to the Requisite Significant Stockholder Stockholder Approval. As of the date of this Agreement, the commitments contained in the Equity Commitment Letters have not been 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 or other fees required by any Equity Commitment Letter that are due as of the date of this Agreement, and will pay, after the date of this Agreement, all such commitments and fees as they become due. There are no side letters, understandings or other agreements or arrangements relating to any Equity Commitment Letter to which Parent or any of its Affiliates is 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 to the obligations of the parties thereunder to make Equity Financing available to Parent and Merger Sub on the terms therein. Subject to the satisfaction of the conditions contained in Sections 7.1 and 7.2, as of the date of this Agreement Parent and Merger Sub have no reason to believe that any of the conditions precedent to the Equity Financing as set forth in any Equity Commitment Letter will not be satisfied in connection with the consummation of the Transactions or that the Equity Financing will not be available to Parent on the Closing Date; provided, however, that it is agreed that it is not a condition to Closing under this Agreement, for Parent to obtain the financing pursuant to the Equity Commitment Letters or any alternative financing. Parent and Merger Sub have obtained the consent of the other parties under the Equity Commitment Letters to publicly file the Equity Commitment Letters with the SEC if requested by the SEC or required by Law.

Sufficient Funds. Prior to the date of this Agreement, Parent has delivered to the Company true complete, correct and complete executed copies of (i) the Wells Fargo Century letter dated January 18, 2006, from Banc of America Securities LLC, Banc of America Bridge LLC, Bank of America, N.A., Bear Xxxxxxx & Co. Inc. Letter, dated as of the date hereof, by and xxxxx Wells Fargo Century Bear Xxxxxxx Corporate Lending Inc., Parent pursuant to which the parties thereto have committed, subject to the terms and Merger Sub conditions set forth therein, to provide or cause to be provided debt financing of up to $2,075,000,000 in connection with the Transactions (the "First “Debt Lettxx")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 Ore Hill Fund L.P. Letterterms and conditions set forth therein, dated as to provide or cause to be provided equity financing of up to $500,000,000 in connection with the date hereof, by and among Ore Hill Fund L.P., Parent and Merger Sub Transactions (the "Second Debt Letter") and the Chase Capital Letter, dated as of the date hereof, by and among the Chase Capital business unit of JPMorgan Chase & Co., Parent and Merger Sub (the "Third Debt Letter" and, together with the First Debt Letter and the Second Debt Letter, the "Debt Commitment Letters") and the commitment letters, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (the "“Equity Commitment Xxxxxrs" Commitment” and, together with the Debt Commitment LettersCommitments, the "Commitment Letters"“Financing Commitments”), with respect to the financing to be provided thereunder is referred to herein as of the "Transactions (the “Financing"”), including all exhibits, schedules or amendments thereto. The aggregate proceeds of the Financing Commitments are in an amount sufficient to consummate the Transactions, including to pay the aggregate Merger Consideration, full force and to pay all related fees and expenses. As of the date hereof, none of the Commitment Letters has been withdrawneffect, and there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than those as set forth in or expressly contemplated by the Commitment LettersFinancing Commitments. Subject to receipt of the The aggregate proceeds of contemplated by the Financing, at the Effective Time, Financing Commitments will be sufficient for Parent and Merger Sub will have sufficient cash and cash equivalent resources available to pay the aggregate Merger Consideration for all outstanding Shares converted into cash pursuant to the TransactionsMerger, 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 of this Agreement Parent and Merger Sub have no reason to believe that 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 on the Closing Date.

Sufficient Funds. Parent Purchaser and MDA will have at Closing sufficient funds available (through credit arrangements or otherwise), including the ability to deliver Substitute Letters of Credit and the Land Note LC, to pay the Purchase Price and consummate the transactions contemplated hereby. Purchaser has delivered to the Company true Seller true, correct and complete copies of (a) an executed commitment letter from the Wells Fargo Century Inc. Letter, dated as of the date hereof, by and xxxxx Wells Fargo Century Inc., Parent and Merger Sub Lender (the "First Debt Lettxx")“Commitment Letter”) pursuant to which the Lender has agreed, subject to the Ore Hill Fund L.P. Letterterms and conditions therein, dated as of to provide the date hereof, by and among Ore Hill Fund L.P., Parent and Merger Sub debt financing for the Contemplated Transactions (the "Second Debt Letter") and debt financing pursuant to the Chase Capital Letter, dated as of the date hereof, by and among the Chase Capital business unit of JPMorgan Chase & Co., Parent and Merger Sub (the "Third Debt Letter" and, together with the First Debt Commitment Letter and the Second Debt Letter, the "Debt Commitment Letters") and the commitment letters, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (the "Equity Commitment Xxxxxrs" and, together with the Debt Commitment Letters, the "Commitment Letters", the financing to or otherwise shall be provided thereunder is referred to herein as the "“Financing"”) and (b) any fee letter associated with the Commitment Letter (the “Fee Letter”) (it being understood that any such fee letter has been redacted as required by the counterparties thereto). The aggregate proceeds of the Financing are in an amount sufficient to consummate the Transactions, including to pay the aggregate Merger Consideration, and to pay all related fees and expenses. As of the date hereof, none the Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligations of MDA and Purchaser, and, to the knowledge of MDA or Purchaser, each of the other parties thereto. The Commitment Letters Letter has not been withdrawnamended or modified on or prior to the date of this Agreement and as of the date of this Agreement, no such amendment or modification is contemplated (except as described in the Fee Letter), and there as of the date of this Agreement, the respective obligations and commitments contained in the Commitment Letter have not been withdrawn or rescinded in any respect. There are no conditions precedent precedent, or other contractual contingencies as between MDA, Purchaser and any other party to the Commitment Letter, related to the funding of the full amount of the Financing, other than those as set forth in the Commitment LettersLetter. Subject to receipt As of the aggregate proceeds date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of MDA or Purchaser or, to the knowledge of MDA or Purchaser, any of the Financingother parties thereto, at under the Effective TimeCommitment Letter. As of the date hereof, Parent each of MDA and Merger Sub Purchaser has no reason to believe that any of the conditions to the Financing contemplated in the Commitment Letter will have sufficient cash and cash equivalent resources not be satisfied or that the Financing will not be made available to pay Purchaser at or prior to the aggregate Merger Consideration time contemplated hereunder for Closing. As of the date hereof, there are no side letters or other contracts or arrangements (whether written or oral) related to the Financing other than the Commitment Letter and the Fee Letter. As of the date hereof, each of MDA and Purchaser has fully paid, or caused to be fully paid, any and all commitment or other fees or amounts which are due and payable on or prior to the date hereof pursuant to the terms of the Commitment Letter and the Fee Letter. The aggregate proceeds (including letters of credit) of the Financing when funded in accordance with the Commitment Letter, together with internally generated cash on hand, will provide financing sufficient for Purchaser to pay all amounts payable (including delivery of the Land Note LC by MDA) pursuant to the Transaction Documents and necessary to consummate the Contemplated Transactions.

Sufficient Funds. Parent The Buyer has delivered to the Company Sellers true and complete copies of (i) the Wells Fargo Century Inc. Lettercommitment letter, dated as of November 7, 2006 among the date hereofBuyer, by UBS Loan Finance LLC, UBS Securities LLC, Credit Suisse Securities (USA) LLC and xxxxx Wells Fargo Century Inc.Credit Suisse, Parent and Merger Sub Cayman Islands Branch (the "First “Debt Lettxx"), the Ore Hill Fund L.P. Commitment Letter, dated as of the date hereof, by and among Ore Hill Fund L.P., Parent and Merger Sub (the "Second Debt Letter"”) and (iii) the Chase Capital Letter, dated as of the date hereof, by and among the Chase Capital business unit of JPMorgan Chase & Co., Parent and Merger Sub (the "Third Debt Letter" and, together with the First Debt Letter and the Second Debt Letter, the "Debt Commitment Letters") and the equity commitment lettersletter, dated as of the date hereof, between Merger Sub the buyer and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. Onex Partners II LP (the "“Equity Commitment Xxxxxrs" Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”). None of the Commitment Letters has been amended or modified prior to the date of this Agreement, and the respective commitments contained in the Commitment Letters have not been withdrawn or rescinded in any respect. The Commitment Letters are in full force and effect. There are no conditions precedent or other contingencies related to the funding of the full amounts set forth in the Commitment Letters, other than as set forth in the "Commitment Letters", the financing to be provided thereunder is referred to herein as the "Financing"). The aggregate proceeds of to be disbursed pursuant to the Financing are in an amount agreements contemplated by the Commitment Letters will be sufficient for the Buyer to consummate the Contemplated Transactions, including to pay the aggregate Merger Considerationpaying all amounts payable under this Agreement, and to pay all related fees and expenses. As of the date hereofof this Agreement, none the Buyer has no reason to believe that any of the conditions to the financing contemplated by the Commitment Letters has been withdrawn, and there that are no conditions precedent in the Buyer’s or other contingencies related its Affiliates’ control will not be satisfied or that such financing will not be available to the funding of Buyer on the full amount of the Financing, other than those set forth in the Commitment Letters. Subject to receipt of the aggregate proceeds of the Financing, at the Effective Time, Parent and Merger Sub will have sufficient cash and cash equivalent resources available to pay the aggregate Merger Consideration pursuant to the TransactionsClosing Date.

Sufficient Funds. Parent Buyer has delivered to the Company true Seller Parent true, correct and complete copies of (i) the 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 the First Debt Letter and the Second Debt Letter, the "Debt Commitment Letters") and the executed equity commitment letters, dated as of the date hereof, between Merger Sub among Buyer and The Hidary GroupVatera Healthcare Partners LLC and JWC Rib-X, LLC, Seneca Capital Investments LLCrespectively (together with their respective officers, Boxing 2000 LLCemployees, Gxxxxx Capital directors, affiliates, partners, controlling parties, advisors, agents and Middlegate Securities Ltd. 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 Xxxxxrs" Letters”), (ii) the executed commitment letter, dated as of the date hereof, among Deerfield Private Design Fund IV, L.P. (together with its officers, employees, directors, affiliates, partners, controlling parties, advisors, agents and representatives, the “Debt Financing Sources” and, 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 Letters"”), and (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, and subject to be provided thereunder is referred to herein as the "terms and conditions set forth therein (the “Financing"”). The aggregate proceeds of the Financing are in an amount sufficient to consummate the Transactions, including to pay the aggregate Merger Consideration, and to pay all related fees and expensesEquity Commitment Letters provide that Seller Parent is a third-party beneficiary thereof. As of the date hereofof this Agreement, none the Commitment Letters have not been amended or modified in any manner, and, to Buyer’s Knowledge, no amendment or modification of the Commitment Letters is contemplated. As of the date of this Agreement, the Commitment Letters have not been terminated, reduced, withdrawn or rescinded in any respect and, to Buyer’s Knowledge, as of the date of this Agreement, no such termination, reduction, withdrawal or rescission is contemplated. Buyer has been withdrawnpaid in full any all fees, expenses and other amounts in connection with the Commitment Letters that are payable on or prior to the date of this Agreement and, as of the date of this Agreement, the Commitment Letters are in full force and effect and 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 FinancingFinancing (including any condition relating to the availability of the Debt Financing relating to any “flex” provision), other than those as expressly set forth in the Commitment LettersLetters delivered to Seller Parent pursuant to this Section 5.12. Subject to receipt As of the aggregate proceeds date of this Agreement and assuming the satisfaction or waiver (to the extent permitted by Law) of the Financingconditions to Buyer’s obligation to consummate the Transactions, at (a) no event has occurred which (with or without notice, lapse of time or both) could constitute a default or breach or failure to satisfy a condition by Buyer under the Effective Time, Parent terms and Merger Sub conditions of the Commitment Letters and (b) Buyer does not have any reason to believe that any of the conditions to the Financing will have sufficient cash and cash equivalent resources not be satisfied by Buyer on a timely basis or that the Financing will not be available to pay Buyer on the aggregate Merger Consideration pursuant date of the Closing. For the avoidance of doubt, it is not a condition to Closing under this Agreement for Buyer to obtain the TransactionsFinancing or any Alternative Financing.

Sufficient Funds. Parent Prior to the execution and delivery of this Agreement, the Purchaser has delivered to the Company true and complete copies of the Wells Fargo Century following commitment letters, which are unamended, evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter (the "COMMITMENT LETTER") dated June 29, 2007 made by Citigroup Global Markets Inc., Deutsche Bank AG, Canada Branch, Deutsche Bank Securities Inc., The Toronto-Dominion Bank, The Royal Bank of Scotland PLC, and 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 (collectively, the "EQUITY SPONSORS") in favour of the Purchaser, pursuant to which the Lenders, in the case of the Commitment Letter, dated and the Equity Sponsors, in the case of the Equity Commitment Letters, have committed to provide the Purchaser with debt and equity financing. The commitments described in the Commitment Letter and the Equity Commitment Letters are not subject to any condition precedent other than the conditions expressly set forth therein. As of the date hereof each of the Commitment Letter and the Equity Commitment Letters are in full force and effect and is a legal, valid and binding obligation of the Purchaser, the Equity Sponsors and the Lenders, no amendment or modification to the Commitment Letter or the Equity Commitment Letters are contemplated, and as of the date hereofhereof no event has occurred which, by and xxxxx Wells Fargo Century Inc.with or without notice, Parent and Merger Sub (lapse of time or both, would constitute a default or breach on the "First Debt Lettxx")part of the Purchaser under the Commitment Letter or the Equity Commitment Letters, the Ore Hill Fund L.P. Letter, dated as respectively. As of the date hereof, by and among Ore Hill Fund L.P., Parent and Merger Sub (hereof the "Second Debt Letter") and the Chase Capital Letter, dated as Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of the date hereof, by and among the Chase Capital business unit closing of JPMorgan Chase & Co., Parent and Merger Sub (the "Third Debt Letter" and, together with the First Debt Letter and the Second Debt Letter, the "Debt Commitment Letters") and the commitment letters, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (the "Equity Commitment Xxxxxrs" and, together with the Debt Commitment Letters, the "Commitment Letters", the financing to be provided thereunder satisfied by it contained in the Commitment Letter or the Equity Commitment Letters and is referred not aware of any fact, occurrence or condition that may cause either of such financing commitments to herein as the "Financing"). The aggregate proceeds terminate or be ineffective or any of the Financing are terms or conditions of closing of such financings not to be met or of any impediment to the funding of the cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in an amount the Commitment Letter and the Equity Commitment Letters is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letters will in the aggregate be sufficient to consummate for the Transactions, including Purchaser to pay the aggregate Merger Consideration, Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid by the Purchaser under this Agreement in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expenses. As of the date hereof, none of the Commitment Letters has been withdrawn, and there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than those set forth in the Commitment Letters. Subject to receipt of the aggregate proceeds of the Financing, at the Effective Time, Parent and Merger Sub will have sufficient cash and cash equivalent resources available to pay the aggregate Merger Consideration pursuant to the Transactions.

Sufficient Funds. Parent (a) Buyer has delivered to Seller a complete and correct copy of (i) an executed debt commitment letter (such commitment letter, including all exhibits, schedules, annexes, supplements and amendments thereto, the Company true “Debt Commitment Letter”) and complete copies of (ii) and executed fee letter related thereto (the Wells Fargo Century Inc. “Fee Letter”) (provided that provisions in the Fee Letter may be redacted in a customary manner), in each case, dated as of the date hereof, issued to Buyer by Xxxxx Fargo Bank, National Association and xxxxx Wells Xxxxx Fargo Century Inc.Securities, Parent LLC (such Debt Commitment Letter and Merger Sub Fee Letter, as each may be amended, modified, supplemented or replaced from time to time to the extent permitted or required by Section 6.5, the “Debt Financing Commitment”) in connection with the debt financing of the transactions contemplated hereby (the "First “Debt Lettxx"Financing”), pursuant to which the Ore Hill Fund L.P. Letterlenders party thereto have committed, dated as of subject to the date hereofterms thereof, by and among Ore Hill Fund L.P.to lend amounts set forth therein, Parent and Merger Sub (the "Second Debt Letter") and the Chase Capital Letterwhich, 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, taken together with the First Debt 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 and the Second Debt Letter, the "Debt Commitment Letters"(as defined below) and fees and expenses related to the commitment letters, dated as of the date hereof, between Merger Sub transactions contemplated hereby and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. required to be paid by Buyer or its Affiliates) (the "Equity Commitment Xxxxxrs" and, such amount together with the Debt Commitment LettersCash Consideration Amount, the "Commitment Letters", “Required Amount”). Buyer acknowledges that Buyer’s performance of its obligations under this Agreement is not contingent upon the availability of financing to be provided thereunder is referred to herein as the "Financing"). The aggregate proceeds of the Financing are in an amount sufficient to consummate the Transactions, including to pay the aggregate Merger Consideration, and to pay all related fees and expenses. As of the date hereof, none of the Commitment Letters has been withdrawn, and there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than those set forth in the Commitment Letters. Subject to receipt of the aggregate proceeds of the Financing, at the Effective Time, Parent and Merger Sub will have sufficient cash and cash equivalent resources available to pay the aggregate Merger Consideration pursuant to the TransactionsBuyer.

Sufficient Funds. (a) On or prior to the date hereof, Parent has delivered to the Company true a true, correct and complete copies copy of (1) the executed commitment letter (including all exhibits, schedules, annexes and amendments thereto) from White Oak Global Advisors, LLC, together with the term sheet and a redacted copy of the Wells Fargo Century Inc. Letterexecuted fee letter, dated as of the date hereofof this Agreement, among Parent, the other parties thereto and White Oak Global Advisors, LLC (with the fee letter customarily redacted with respect to fee amounts, pricing caps and other economic terms (other than covenants), but without redacting provisions that would adversely affect the amount or availability of the Debt Financing) and other agreements (collectively, the “Debt Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the lender party thereto has committed to lend the amounts set forth therein to Parent or another wholly owned Affiliate as set forth in the Debt Commitment Letter for the purpose of funding the transactions contemplated by and xxxxx Wells Fargo Century Inc., Parent and Merger Sub this Agreement (the "First Debt Lettxx"together with any substitute or alternative debt financing pursuant to Section 6.11(c), the Ore Hill Fund L.P. Letter“Debt Financing”), and (2) the executed equity commitment letter, dated as of the date hereof, by and among Ore Hill Fund L.P., Parent and Merger Sub hereof (the "Second Debt Letter") and the Chase Capital Letter, dated as of the date hereof, by and among the Chase Capital business unit of JPMorgan Chase & Co., Parent and Merger Sub (the "Third Debt Letter" and, together with the First Debt Letter and the Second Debt Letter, the "Debt Commitment Letters") and the commitment letters, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (the "“Equity Commitment Xxxxxrs" Letter” and, together with the Debt Commitment LettersLetter, the "“Financing Commitments”) from Privet Capital Investments II, LP (“PCI II”) pursuant to which PCI II has committed, subject to the terms and conditions of the Equity Commitment Letters"Letter, to invest or cause to be invested, directly or indirectly through one or more intermediate entities, the financing to be provided thereunder is referred to herein as amounts set forth therein (the "“Equity Financing"” and, together with the Debt Financing, the “Financing”). The aggregate proceeds of Equity Commitment Letter provides that the Financing are in an amount sufficient Company is a third party beneficiary thereof and is entitled to consummate enforce such agreement on the Transactions, including to pay the aggregate Merger Consideration, terms and to pay all related fees and expenses. As of the date hereof, none of the Commitment Letters has been withdrawn, and there are no conditions precedent or other contingencies related subject to the funding of the full amount of the Financing, other than those set forth in the Commitment Letters. Subject to receipt of the aggregate proceeds of the Financing, at the Effective Time, Parent and Merger Sub will have sufficient cash and cash equivalent resources available to pay the aggregate Merger Consideration pursuant to the Transactionsconditions therein.

Sufficient Funds. Parent At the Closing, Buyer will have sufficient cash, available lines of credit or other sources of funds immediately available to it, without requiring the prior consent, approval or other discretionary action of any third party, to consummate the transactions contemplated hereby, including the payment of: (i) the Purchase Price required under Section 2.05(a), and (ii) all fees and expenses to be paid by Buyer in connection with the transactions contemplated hereby (collectively, the “Transaction Payments”). Buyer has delivered to the Company Seller a true and complete copies of the Wells Fargo Century Inc. Lettercopy of: (i) an executed Senior Facilities Agreement, dated as of the date hereof and attached hereto as Exhibit E (as in effect on the date hereof, by and xxxxx Wells Fargo Century Inc.the “Senior Facilities Agreement”), Parent and Merger Sub from Metric MTS III Sàrl, a limited liability company (société à responsabilité limitée) incorporated in Luxembourg with registered number B244305 (the "First Debt Lettxx")“Lender”) pursuant to which, upon the terms and subject to the conditions set forth therein, the Ore Hill Fund L.P. LetterLender has committed to lend the amounts set forth therein (the “Debt Financing”) and (ii) an executed equity commitment letter, dated as of the date hereof, by hereof and among Ore Hill Fund L.P., Parent and Merger Sub attached hereto as Exhibit F (the "Second Debt “Equity Commitment Letter") and the Chase Capital Letter, dated as of the date hereof, by and among the Chase Capital business unit of JPMorgan Chase & Co., Parent and Merger Sub (the "Third Debt Letter" ” and, together with the First Debt Letter and the Second Debt LetterSenior Facilities Agreement, the "Debt “Commitment Letters") ”), from the Investor pursuant to which, upon the terms and subject to the commitment lettersconditions set forth therein, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. Investor has committed to invest the amounts set forth therein (the "“Equity Commitment Xxxxxrs" Financing” and, together with the Debt Financing, the “Financing”). The Commitment Letters are in full force and effect and have not been withdrawn, rescinded or terminated, or otherwise amended, supplemented or modified in any respect. The Commitment Letters, in the "forms so delivered, are legal, valid, binding and enforceable obligations of Buyer and the Investor and the Lender, as applicable (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). Buyer expressly acknowledges that Buyer’s ability to obtain financing (including the Financing) is not a condition to the obligations of Buyer hereunder. Neither Buyer nor any of its Affiliates has entered into any agreement, side letter or other arrangement relating to the financing of the Transaction Payments or transactions contemplated by this Agreement, other than as set forth in the Commitment Letters and the fee letters related thereto. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Buyer or the Investor or Lender, as applicable, under any of the Commitment Letters", . Buyer has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any term of the financing to be provided thereunder is referred to herein as the "Financing")Commitment Letters. The aggregate proceeds of the Financing are in an amount will be sufficient to consummate the Transactionstransactions contemplated hereby, including the making of all Transaction Payments. Buyer has fully paid (or caused to pay the aggregate Merger Consideration, be paid) any and to pay all related commitment fees and expenses. As of other amounts that are due and payable on or prior to the date hereof, none of this Agreement in connection with the Commitment Letters has been withdrawn, and there Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than those set forth the Financing Conditions. The only conditions precedent or other contingencies relating to the funding of the Debt Financing on the Closing Date that will be included in the Commitment LettersDebt Financing Documents shall be the Financing Conditions contained in the Senior Facilities Agreement. Subject Buyer has no reason to receipt believe that (i) any of the aggregate proceeds of Financing Conditions will not be satisfied or (ii) the Financing, at the Effective Time, Parent and Merger Sub Financing will have sufficient cash and cash equivalent resources not be made available to pay Buyer on the aggregate Merger Consideration pursuant to the TransactionsClosing Date.

Sufficient Funds. Prior to the date of this Agreement, Parent has delivered to the Company true complete, correct and complete executed copies of (i) the Wells Fargo Century letter dated January 18, 2006, from Banc of America Securities LLC, Banc of America Bridge LLC, Bank of America, N.A., Bear Stxxxxx & Co. Inc. Letter, dated as of the date hereof, by and xxxxx Wells Fargo Century Bear Stxxxxx Xorporate Lending Inc., Parent pursuant to which the parties thereto have committed, subject to the terms and Merger Sub conditions set forth therein, to provide or cause to be provided debt financing of up to $2,075,000,000 in connection with the Transactions (the "First “Debt Lettxx")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 Ore Hill Fund L.P. Letterterms and conditions set forth therein, dated as to provide or cause to be provided equity financing of up to $500,000,000 in connection with the date hereof, by and among Ore Hill Fund L.P., Parent and Merger Sub Transactions (the "Second Debt Letter") and the Chase Capital Letter, dated as of the date hereof, by and among the Chase Capital business unit of JPMorgan Chase & Co., Parent and Merger Sub (the "Third Debt Letter" and, together with the First Debt Letter and the Second Debt Letter, the "Debt Commitment Letters") and the commitment letters, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (the "“Equity Commitment Xxxxxrs" Commitment” and, together with the Debt Commitment LettersCommitments, the "Commitment Letters"“Financing Commitments”), with respect to the financing to be provided thereunder is referred to herein as of the "Transactions (the “Financing"”), including all exhibits, schedules or amendments thereto. The aggregate proceeds of the Financing Commitments are in an amount sufficient to consummate the Transactions, including to pay the aggregate Merger Consideration, full force and to pay all related fees and expenses. As of the date hereof, none of the Commitment Letters has been withdrawneffect, and there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than those as set forth in or expressly contemplated by the Commitment LettersFinancing Commitments. Subject to receipt of the The aggregate proceeds of contemplated by the Financing, at the Effective Time, Financing Commitments will be sufficient for Parent and Merger Sub will have sufficient cash and cash equivalent resources available to pay the aggregate Merger Consideration for all outstanding Shares converted into cash pursuant to the TransactionsMerger, 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 of this Agreement Parent and Merger Sub have no reason to believe that 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 on the Closing Date.

Sufficient Funds. Parent Buyer will have available to it at the Closing sufficient funds to enable Buyer to consummate the Transactions and to satisfy its obligations hereunder and thereunder, including the obligations pursuant to Section 3.9(a) and Section 3.10(c)(i). Buyer has delivered to the Company true true, correct and complete copies of the Wells Fargo Century Inc. Lettercommitment letter, dated as of the date hereofJuly 18, by and xxxxx Wells Fargo Century 2017, from Xxxxxx Xxxxxxx Senior Funding, Inc., Parent Bank of America, N.A. and Merger Sub Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated (the "First Debt Lettxx"“Commitment Parties”), to Crown Castle International Corp. (the Ore Hill Fund L.P. “Debt Commitment Letter”), pursuant to which the Commitment Parties have committed, upon the terms and subject to the conditions set forth therein (subject to any “market flex” provisions included in the fee letter dated as of the date hereofJuly 18, by and among Ore Hill Fund L.P., Parent and Merger Sub (the "Second Debt Letter") and the Chase Capital Letter, dated as of the date hereof, by and among the Chase Capital business unit of JPMorgan Chase & Co., Parent and Merger Sub (the "Third Debt Letter" and, together with the First Debt Letter and the Second Debt Letter, the "Debt Commitment Letters") and the commitment letters, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (the "Equity Commitment Xxxxxrs" and, together with 2017 referred to in the Debt Commitment LettersLetter (the “Fee Letter”), a true and complete copy of which has been delivered to the "Commitment Letters"Company with fees, economic terms and “market flex” provisions redacted), to provide the financing to be provided thereunder is referred to herein as set forth in the "Debt Commitment Letter (the “Financing"”). The aggregate proceeds Debt Commitment Letter is (i) in full force and effect, (ii) the legal, valid and binding obligation of Crown Castle International Corp. and, to the Knowledge of Buyer, of each of the Financing are in an amount sufficient to consummate the Transactions, including to pay the aggregate Merger ConsiderationCommitment Parties, and (iii) to pay all related fees and expensesthe Knowledge of Buyer, Enforceable in accordance with its terms against the Commitment Parties. As of the date hereof, none no Commitment Party has notified Buyer or any of its Affiliates of its intention to terminate the Debt Commitment Letter or not to provide its applicable portion of the Financing. The Debt Commitment Letter constitutes the entire and complete agreement between the parties thereto with respect to the Financing and has not been amended, modified or terminated prior to the date hereof. Other than the Debt Commitment Letter and the Fee Letter related thereto, neither Buyer nor any of its Affiliates has entered into any side letter or other Contract that would affect the amount, timing or availability of, or conditionality applicable to, the Financing. The commitments contained in the Debt Commitment Letter have not been reduced, withdrawn or rescinded as of the date of this Agreement, and no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach under any term or condition of the Debt Commitment Letter on the part of Crown Castle International Corp. or, to the Knowledge of Buyer, any of the Commitment Letters has been withdrawnParties. To the Knowledge of Buyer, assuming the accuracy of the representations and warranties set forth in Article IV and Article V such that the condition set forth in Section 8.2(a) is satisfied and the satisfaction of the other conditions set forth in Section 8.1 or 8.2, there are is no fact, occurrence or condition that would make any of the assumptions or statements set forth in the Debt Commitment Letter inaccurate in any material respect or that would cause the commitments provided in the Debt Commitment Letter to be terminated, reduced or ineffective or any of the conditions contained therein not to be met. The consummation of the Financing is subject to no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than those expressly set forth in the Debt Commitment LettersLetter. Subject Neither Buyer nor any of its Affiliates has any reason to receipt believe that it or any other party to the Debt Commitment Letter will be unable to satisfy on a timely basis any term thereof that could affect the amount, timing or availability of, or conditionality applicable to, the Financing. All commitments and other fees required to be paid under the Debt Commitment Letter prior to the date hereof have been paid in full. Assuming the accuracy of the representations and warranties set forth in Article IV and Article V such that the condition set forth in Section 8.2(a) is satisfied and the satisfaction of the other conditions set forth in Section 8.1 or Section 8.2, the aggregate proceeds of contemplated by the FinancingDebt Commitment Letter when funded, at the Effective Timetogether with other cash-on-hand and available capacity under Buyer’s revolving credit facility, Parent and Merger Sub will have would be sufficient cash and cash equivalent resources available for Buyer to pay the aggregate Merger Consideration pursuant payments set forth in Section 3.9(a). Notwithstanding anything to the Transactionscontrary contained herein, Buyer expressly acknowledges and agrees that Buyer’s obligations hereunder are not conditioned in any manner upon Buyer obtaining any financing.

Sufficient Funds. Parent has delivered to the Company true complete and complete accurate copies of (a) an executed commitment letter (the Wells Fargo Century Inc. “Debt Commitment Letter”) from Credit Suisse Securities (USA) LLC, dated as of the date hereofCredit Suisse AG, by and xxxxx Wells Fargo Century HSBC Securities (USA) Inc., Parent HSBC Bank USA, National Association, and Merger Sub Australia and New Zealand Banking Group Limited (the "First Debt Lettxx"“Lenders”), pursuant to which the Ore Hill Fund L.P. LetterLenders have committed, dated as 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 date hereof, “Bridge Loan Borrowers”) for the purpose of funding the transactions contemplated by and among Ore Hill Fund L.P., Parent and Merger Sub this Agreement (the "Second “Debt Letter"Financing”), (b) 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 an executed commitment letter (the "Third Debt “Affiliate Commitment Letter" and, together with the First Debt Letter and the Second Debt Letter, the "Debt Commitment Letters") and the commitment letters, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (the "Equity Commitment Xxxxxrs" ” and, together with the Debt Commitment LettersLetter, the "Commitment Letters"“Financing Commitments”) from Investor, pursuant to which Investor has committed to invest the 36 amounts set forth therein, subject to the terms and conditions set forth therein (the “Affiliate Financing” and, together with the Debt Financing, the financing “Financing”) and (c) the fee letter associated with the Debt Commitment Letter (the “Fee Letter”) (it being understood that such letter has been redacted to be omit the fee amounts provided thereunder is referred to herein as the "Financing"therein). The aggregate proceeds of the Financing are in an amount sufficient to consummate the Transactions, including to pay the aggregate Merger ConsiderationAffiliate Commitment Letter provides, and will continue to pay all related fees and expensesprovide, that the Company is a third-party beneficiary thereof. Bridge Xxxxx is an Affiliate, but not a direct or indirect Subsidiary, of Parent. As of the date hereof, none and, to Parent’s knowledge as of the date hereof of existing plans and intentions, as of the Closing, subject to the satisfaction of the conditions to Parent’s obligation to consummate the Merger set forth in Article VII hereof and the accuracy in all material respects of the representations and warranties set forth in the penultimate sentence of Section 4.5(a), the funds provided by the Financing, together with Parent’s and the Company’s consolidated cash on hand (as of the date hereof and as of the Effective Time), 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 Letters has been withdrawnLetter, and 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 contingencies related 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 full amount bridge facilities contemplated by the Debt Commitment Letter or the issuance by certain Subsidiaries of Parent of senior secured notes and senior notes as contemplated by the Debt Commitment Letter. As of the Financingdate hereof, each of the Financing Commitments is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect. All commitment and other than those fees required to be paid under the Financing Commitments on or prior to the date hereof have been paid and, as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in the Commitment Letters. Subject to receipt any of the aggregate proceeds Financing Commitments inaccurate in any material respect. Assuming no breach or default by the 37 Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the Financing, 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 and Merger nor Sub has reason to believe as of the date hereof that it will have sufficient cash and cash equivalent resources available be unable to pay satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the aggregate Merger Consideration pursuant to the TransactionsFinancing Commitments.

Sufficient Funds. Parent has The Purchasing Parties have delivered to the Company Seller Parent true and complete copies of the Wells Fargo Century Inc. Letter, dated as of the date hereof, by and xxxxx Wells Fargo Century Inc., Parent and Merger Sub (i) an executed commitment letter from Purchaser Guarantor (the "First Debt Lettxx"“Equity Funding Letter”) to provide equity financing in an aggregate amount of at least $345,500,000 (the “Equity Financing”) and (ii) executed debt commitment letters from Citigroup Global Markets Inc. (the “Financing Commitments”), 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 pursuant to which Citigroup Global Markets Inc. has agreed to provide or cause to be provided at least $505,000,000 at Closing (the "Second “Debt Letter") and the Chase Capital LetterFinancing”, dated as of the date hereof, by and among the Chase Capital business unit of JPMorgan Chase & Co., Parent and Merger Sub (the "Third Debt Letter" and, together with the First 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 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 financings similar to the Debt Financing. Except as otherwise permitted by this Agreement, none of the Equity Funding Letter or Financing Commitments has been or will be amended or modified, and the respective commitments contained in the Equity Funding Letter and the Second Debt Letter, the "Debt Commitment Letters") and the commitment letters, dated Financing Commitments have not been withdrawn or rescinded in any respect as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (of this Agreement. Except to the "Equity Commitment Xxxxxrs" and, together extent amended in accordance with the Debt Commitment Lettersits terms, the "Commitment Letters"Equity Funding Letter is in full force and effect and is a legal, valid and binding obligation of the financing to be provided thereunder is referred to herein as Purchasing Parties that are party thereto and the "Financing")other party thereto. The aggregate proceeds Each of the Financing are Commitments is in an amount sufficient full force and effect and is a legal, valid and binding obligation of the Purchasing Parties and, to consummate the Transactionsknowledge of the Purchasing Parties, including to pay the aggregate Merger Consideration, and to pay all related fees and expensesother parties thereto. As of the date hereofof this Agreement, none 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 Commitment Letters has been withdrawn, and there Purchasing Parties or their respective Affiliates under any term or condition of the Equity Funding Letter or the Financing Commitments. There are no conditions precedent or other contingencies related relating to the funding of the full amount of the Financing, other than those as set forth in the Commitment LettersEquity Funding Letter and the Financing Commitments. Subject to receipt As of the aggregate proceeds date of this Agreement, the Purchasing Parties have no reason to believe that any of the conditions relating to the funding of the full amount of the Financing will not be satisfied on or prior to the Closing Date. The Purchasing Parties have fully paid any and all commitment fees or other fees required by the 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, at when funded in accordance with the Effective TimeEquity Funding Letter and the Financing Commitments, Parent will provide Purchaser with funds sufficient to consummate the Acquisition and Merger Sub will have sufficient cash the other transactions contemplated by this Agreement and cash equivalent resources available to pay all related fees and expenses. The fees and expenses of the aggregate Merger Consideration pursuant to Purchasing Parties in connection with the TransactionsAcquisition, the Financing and any related transactions will not exceed the amount set forth on Section 4.05 of the Company Disclosure Letter.

Sufficient Funds. (a) As of the date of this Agreement, Parent has delivered to the Company true true, correct and complete copies of the Wells Fargo Century Inc. Letter, executed commitment letter dated as of the date hereof, by and xxxxx Wells Fargo Century Inc., Parent and Merger Sub hereof (the "First Debt Lettxx")collectively, the Ore Hill Fund L.P. “Debt Commitment Letter”; provided, dated as that for purposes of this Agreement, the Debt Commitment Letter shall also include, after the date hereof, to the extent alternative financing from alternative financial institutions is obtained in accordance with Section 8.06(d), any commitment letters executed by and among Ore Hill Fund L.P.such alternative financial institutions in respect of such alternative financing) from the Committed Financing Sources referenced therein; provided, Parent and Merger Sub (that for purposes of this Agreement, the "Second Debt Letter") and the Chase Capital LetterCommitted Financing Sources shall also include, dated as of after the date hereof, by and among to the Chase Capital business unit of JPMorgan Chase & Co.extent alternative financing from alternative financial institutions is obtained in accordance with Section 8.06(d), Parent and Merger Sub (the "Third Debt Letter" andany such alternative financial institution, together with executed fee letters referenced in the First Debt Commitment Letter and the Second Debt Letter(collectively, the "“Debt Commitment Fee Letters"”) (it being understood that any such fee letter provided to the Company shall be redacted to omit the amount of fees, other numerical amounts and “flex provisions” provided therein and any other customarily redacted provisions provided therein (none of which would adversely affect the commitment lettersamount, dated as conditionality or availability or termination of the Committed Financing)), pursuant to which, and subject only to the terms and conditions expressly set forth therein, the Committed Financing Sources have committed to lend the amounts set forth therein to Parent and/or Merger Sub for the purpose of funding the transactions contemplated by this Agreement (the “Committed Financing”); provided, that for purposes of this Agreement, the Committed Financing shall also include, after the date hereof, between Merger Sub and The Hidary Groupto the extent Alternative Committed Financing from alternative financial institutions is obtained in accordance with this Agreement, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (the "Equity Commitment Xxxxxrs" and, together with the Debt Commitment Letters, the "Commitment Letters", the financing to be provided thereunder is referred to herein as the "any such Alternative Committed Financing"). The aggregate proceeds of the Financing are in an amount sufficient to consummate the Transactions, including to pay the aggregate Merger Consideration, and to pay all related fees and expenses. As of the date hereof, none of other than the Commitment Letters has been withdrawnDebt Fee Letters, and there are no conditions precedent side letters or other contingencies related to the funding agreements, contracts or arrangements (except for customary engagement letters in respect of the full amount of the FinancingCommitted Financing and side letters or other agreements, other than those contracts or arrangements expressly set forth in the Debt Commitment Letters. Subject Letter) to receipt of the aggregate proceeds of the Financing, at the Effective Time, which Parent and or Merger Sub will have sufficient cash and cash equivalent resources available to pay the aggregate Merger Consideration pursuant is a party relating to the Transactions.Debt Commitment Letter. 57

Sufficient Funds. Parent Buyer has delivered to the Company true Seller Parent true, correct and complete copies of (i) the 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 the First Debt Letter and the Second Debt Letter, the "Debt Commitment Letters") and the executed equity commitment letters, dated as of the date hereof, between Merger Sub among Buyer and The Hidary GroupVatera Healthcare Partners LLC and JWC Rib-X, LLC, Seneca Capital Investments LLCrespectively (together with their respective officers, Boxing 2000 LLCemployees, Gxxxxx Capital directors, affiliates, partners, controlling parties, advisors, agents and Middlegate Securities Ltd. 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 Xxxxxrs" Letters”), (ii) the executed commitment letter, dated as of the date hereof, among Deerfield Private Design Fund IV, L.P. (together with its officers, employees, directors, affiliates, partners, controlling parties, advisors, agents and representatives, the “Debt Financing Sources” and, 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 Letters"”), and (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, and subject to be provided thereunder is referred to herein as the "terms and conditions set forth therein (the “Financing"”). The aggregate proceeds of the Financing are in an amount sufficient to consummate the Transactions, including to pay the aggregate Merger Consideration, and to pay all related fees and expensesEquity Commitment Letters provide that Seller Parent is a third-party beneficiary thereof. As of the date hereofof this Agreement, none the Commitment Letters have not been amended or modified in any manner, and, to Buyer’s Knowledge, no amendment or modification of the Commitment Letters is contemplated. As of the date of this Agreement, the Commitment Letters have not been terminated, reduced, withdrawn or rescinded in any respect and, to Buyer’s Knowledge, as of the date of this Agreement, no such termination, reduction, withdrawal or rescission is contemplated. Buyer has been withdrawnpaid in full any all fees, expenses and other amounts in connection with the Commitment Letters that are payable on or prior to the date of this Agreement and, as of the date of this Agreement, the Commitment Letters are in full force and effect and 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 FinancingFinancing (including any condition relating to the availability of the Debt Financing relating to any “flex” provision), other than those as expressly set forth in the Commitment LettersLetters delivered to Seller Parent pursuant to this Section 5.12. Subject to receipt As of the aggregate proceeds date of this Agreement and assuming the satisfaction or waiver (to the extent permitted by Law) of the Financingconditions to Buyer’s obligation to consummate the Transactions, at (a) no event has occurred which (with or without notice, lapse of time or both) could constitute a default or breach or failure to satisfy a condition by Buyer under the Effective Time, Parent terms and Merger Sub conditions of the Commitment Letters and (b) Buyer does not have any reason to believe that any of the conditions to the Financing will have sufficient cash and cash equivalent resources not be satisfied by Buyer on a timely basis or that the Financing will not be available to pay Buyer on the aggregate Merger Consideration pursuant date of the Closing. For the avoidance of doubt, it is not a condition to Closing under this Agreement for Buyer to obtain the TransactionsFinancing or any Alternative Financing.

Sufficient Funds. (a) Parent has delivered to the Company true true, correct and complete copies of (i) the Wells Fargo Century Inc. Letterexecuted bridge loan commitment letter (including all exhibits, dated as of the date hereof, by schedules and xxxxx Wells Fargo Century Inc., Parent and Merger Sub (the "First Debt Lettxx")annexes thereto, the Ore Hill Fund L.P. “Bridge Commitment Letter”) from the Debt Financing Sources party thereto, dated as of the date hereoftogether with all related fee letters, by engagement letters and among Ore Hill Fund L.P., Parent other agreements (such letters 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" andother agreements, together with the First Bridge Commitment Letter, the “Bridge Debt Commitment Documents”), pursuant to which, and subject to the terms and conditions thereof, the Debt Financing Sources party thereto have committed to lend the aggregate amount of debt financing set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (together with any substitute debt financing pursuant to Section 6.11(d), the “Bridge Debt Financing”), (ii) the standby letter of credit (including all exhibits, schedules and annexes thereto, the “Letter of Credit”) issued by the L/C Issuer, pursuant to which, and subject to the terms and conditions thereof, the L/C Issuer has agreed to honor drawings made thereon by Parent for the purpose of funding the transactions contemplated by this Agreement and (iii) the executed shareholder loan agreement letter (including all exhibits, schedules and annexes thereto, the “Shareholder Loan Agreement”) (together with the Bridge Commitment Letter and the Second Debt LetterLetter of Credit, the "“Debt Commitment Letters"”) and from the commitment “Shareholder” identified therein (the “Shareholder Lender”), together with all related fee letters, dated as of the date hereof, between Merger Sub engagement letters and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital other agreements (such letters and Middlegate Securities Ltd. (the "Equity Commitment Xxxxxrs" andother agreements, together with the Shareholder Loan Agreement, the “Shareholder Debt Commitment LettersDocuments”; and, the "Shareholder Debt Commitment Letters"Documents, together with the Bridge Debt Commitment Documents and the Letter of Credit, collectively, the financing “Debt Commitment Documents”) (provided that, solely with respect to any such fee letters included in the Bridge Debt Commitment Documents, the fee amounts (none of which affects conditionality) may be provided thereunder is referred redacted from such true, correct and complete copies), pursuant to herein as which, and subject to the "Financing"). The aggregate proceeds of terms and conditions thereof, the Financing are in an amount sufficient Shareholder Lender party thereto has committed to consummate the Transactions, including to pay lend the aggregate Merger Consideration, and to pay all related fees and expenses. As of the date hereof, none of the Commitment Letters has been withdrawn, and there are no conditions precedent or other contingencies related to the funding of the full amount of debt financing set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (together with any substitute debt financing pursuant to Section 6.11(d), the “Shareholder Debt Financing” and together with the Bridge Debt Financing, other than those set forth in the Commitment Letters. Subject to receipt of the aggregate proceeds of the “Debt Financing, at the Effective Time, Parent and Merger Sub will have sufficient cash and cash equivalent resources available to pay the aggregate Merger Consideration pursuant to the Transactions”).

Sufficient Funds. Parent has delivered Buyer shall have at the Closing funds immediately available, as and when needed, that are necessary to (a) consummate the Company true Acquisition at the Closing, (b) otherwise perform its covenants and complete copies agreements hereunder and (c) pay any fees, expenses or other amounts payable by Buyer in connection with the consummation of the Wells Fargo Century Inc. LetterTransactions or the transactions contemplated by the Ancillary Agreements and the Module Purchase Orders. OMERS Administration Corporation (“OMERS”) has committed to provide the equity financing for the Purchase Price, as may be adjusted in accordance with Section 2.5 (the “Equity Financing”) contemplated by the executed letter agreement, dated as of the date hereofhereof (the “Equity Commitment Letter”), by and xxxxx Wells Fargo Century Inc.between Buyer and OMERS. The Equity Commitment Letter is in full force and effect, Parent and Merger Sub has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, and no such amendment, supplement or modification is pending or contemplated. The Equity Commitment Letter is a legal, valid and binding obligation of OMERS and Buyer. No event has occurred that, with or without notice or lapse of time or both, would (i) constitute a breach or default on the "First Debt Lettxx"), the Ore Hill Fund L.P. Letter, dated as part of any party thereto under any term of the date hereof, by and among Ore Hill Fund L.P., Parent and Merger Sub Equity Commitment Letter; (ii) cause any condition contained in the "Second Debt Letter"Equity Commitment Letter not to be satisfied; or (iii) and the Chase Capital Letter, dated as be reasonably be expected to result in any portion of the date hereof, financing contemplated by and among the Chase Capital business unit of JPMorgan Chase & Co., Parent and Merger Sub (the "Third Debt Letter" and, together with the First Debt Letter and the Second Debt Letter, the "Debt Commitment Letters") and the commitment letters, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (the "Equity Commitment Xxxxxrs" and, together with the Debt Commitment Letters, the "Commitment Letters", the financing Letter to be provided thereunder is referred to herein as unavailable on the "Financing"). The aggregate proceeds of the Financing are in an amount sufficient to consummate the Transactions, including to pay the aggregate Merger Consideration, and to pay all related fees and expensesClosing Date. As of the date hereof, none of the Commitment Letters has been withdrawn, and there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, Equity Financing other than those as expressly set forth in the Equity Commitment LettersLetter. Subject to receipt Other than the Equity Commitment Letter, neither Buyer nor any of its Affiliates has entered into any agreement, side letter or other contractual arrangement governing the Equity Financing. As of the aggregate date hereof and assuming the accuracy of the representations and warranties of Seller contained in this Agreement, Buyer has no reason to believe (x) that any of the conditions to the Equity Financing contained in the Equity Commitment Letter to be satisfied by it or any of its Affiliates will not be satisfied or (y) that any portion of the Equity Financing will not be available to Buyer at the Closing. Buyer acknowledges that receipt or availability of funds or financing by Buyer or any of its Affiliates shall not be a condition to Buyer’s obligations hereunder or under the other Ancillary Agreements or the Module Purchase Orders to which it is (or at the Closing, will be) a party. No funds to be paid to Seller have derived from or will have been derived from, or constitute, either directly or indirectly, the proceeds of any criminal activity or any activity in breach of applicable anti-corruption, anti-money laundering, anti-terrorism, sanctions, export controls or similar Laws. Buyer has delivered to Seller a true, correct and complete copy of the Financing, at the Effective Time, Parent and Merger Sub will Equity Commitment Letter. Buyer shall have sufficient cash and cash equivalent resources funds immediately available to pay all of the aggregate Merger Consideration pursuant Earnout Payments if and when required to the Transactionsbe paid.

Sufficient Funds. Parent has The Purchasing Parties have delivered to the Company Seller Parent true and complete copies of the Wells Fargo Century Inc. Letter, dated as of the date hereof, by and xxxxx Wells Fargo Century Inc., Parent and Merger Sub (i) an executed commitment letter from Purchaser Guarantor (the "First Debt Lettxx"“Equity Funding Letter”) to provide equity financing in an aggregate amount of at least $462,800,000 (the “Equity Financing”) and (ii) executed debt commitment letters from Citigroup Global Markets Inc. (the “Financing Commitments”), 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 pursuant to which Citigroup Global Markets Inc. has agreed to provide or cause to be provided at least $505,000,000 at Closing (the "Second “Debt Letter") and the Chase Capital LetterFinancing”, dated as of the date hereof, by and among the Chase Capital business unit of JPMorgan Chase & Co., Parent and Merger Sub (the "Third Debt Letter" and, together with the First 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 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 financings similar to the Debt Financing. Except as otherwise permitted by this Agreement, none of the Equity Funding Letter or Financing Commitments has been or will be amended or modified, and the respective commitments contained in the Equity Funding Letter and the Second Debt Letter, the "Debt Commitment Letters") and the commitment letters, dated Financing Commitments have not been withdrawn or rescinded in any respect as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (of this Agreement. Except to the "Equity Commitment Xxxxxrs" and, together extent amended in accordance with the Debt Commitment Lettersits terms, the "Commitment Letters"Equity Funding Letter is in full force and effect and is a legal, valid and binding obligation of the financing to be provided thereunder is referred to herein as Purchasing Parties that are party thereto and the "Financing")other party thereto. The aggregate proceeds Each of the Financing are Commitments is in an amount sufficient full force and effect and is a legal, valid and binding obligation of the Purchasing Parties and, to consummate the Transactionsknowledge of the Purchasing Parties, including to pay the aggregate Merger Consideration, and to pay all related fees and expensesother parties thereto. As of the date hereofof this Agreement, none 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 Commitment Letters has been withdrawn, and there Purchasing Parties or their respective Affiliates under any term or condition of the Equity Funding Letter or the Financing Commitments. There are no conditions precedent or other contingencies related relating to the funding of the full amount of the Financing, other than those as set forth in the Commitment LettersEquity Funding Letter and the Financing Commitments. Subject to receipt As of the aggregate proceeds date of this Agreement, the Purchasing Parties have no reason to believe that any of the conditions relating to the funding of the full amount of the Financing will not be satisfied on or prior to the Closing Date. The Purchasing Parties have fully paid any and all commitment fees or other fees required by the 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, at when funded in accordance with the Effective TimeEquity Funding Letter and the Financing Commitments, Parent will provide Purchaser with funds sufficient to consummate the Acquisition and Merger Sub will have sufficient cash the other transactions contemplated by this Agreement and cash equivalent resources available to pay all related fees and expenses. The fees and expenses of the aggregate Merger Consideration pursuant to Purchasing Parties in connection with the TransactionsAcquisition, the Financing and any related transactions will not exceed the amount set forth on Section 4.05 of the Company Disclosure Letter.

Sufficient Funds. Parent Fremont has delivered obtained, on behalf of the Company, (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 Company true and complete copies of the Wells Fargo Century Inc. Letter, dated as of the date hereof, by and xxxxx Wells Fargo Century Inc., Parent and Merger Sub Effective Time (the "First Debt LettxxUnrestricted Cash"), the Ore Hill Fund L.P. LetterDebt Financing, dated as the Unrestricted Cash and the proceeds received by the Company from the issuance of the date hereof, by and among Ore Hill Fund L.P., Parent and Merger Sub Preferred Shares to Fremont will provide sufficient funds to (the "Second Debt Letter"i) and the Chase Capital Letter, dated as of the date hereof, by and among the Chase Capital business unit of JPMorgan Chase & Co., Parent and Merger Sub (the "Third Debt Letter" and, together with the First Debt Letter and the Second Debt Letter, the "Debt Commitment Letters") and the commitment letters, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. (the "Equity Commitment Xxxxxrs" and, together with the Debt Commitment Letters, the "Commitment Letters", the financing to be provided thereunder is referred to herein as the "Financing"). The aggregate proceeds of the Financing are in an amount sufficient to consummate the Transactions, including to pay the aggregate Merger Consideration, (ii) prepay, redeem, refinance or renegotiate the Company's existing indebtedness, if required to consummate the Merger and the other transactions contemplated hereby, (iii) pay the fees and expenses of the Financial Advisor and the Company's legal counsel, (iv) consummate all of the other transactions contemplated by this Agreement, and (v) provide sufficient working capital needs of the Company following the Merger. True and complete copies of the Debt Financing Letters have been furnished to the Company. Neither Fremont, Sub nor any of their Affiliates will terminate, amend or modify in any respect the Debt Financing Letters in a manner which will prevent the consummation of such financing, or materially delay the timing thereof, without prior written consent of the Company. Fremont has fully paid any and all commitment fees or other fees required by the Debt Financing Letters to be paid as of the date hereof (and, subject to Section 10.1(b), will duly pay any such fees after the date hereof). Fremont expects that it will cause the Surviving Corporation to pay all related fees outstanding trade payables and expensesother liabilities of the Company incurred prior to the Closing in the ordinary course of business consistent with past practice. The Debt Financing Letters are valid and in full force and effect and no event has occurred which (with or without notice, lapse of time or both) would constitute a default on the part of Fremont or Sub thereunder or would prevent the consummation of the Debt Financing. As of the date hereof, none Fremont does not know of any facts or circumstances that may reasonably be expected to result in any of the Commitment Letters has been withdrawn, and there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than those set forth in the Commitment LettersDebt Financing Letters not being satisfied. Subject Fremont believes that the Debt Financing will not create any liability to receipt the directors and stockholders of the aggregate proceeds 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, at the Effective TimeSurviving Corporation (i) will not become insolvent, Parent and Merger Sub (ii) will not be left with unreasonably small capital, (iii) will not have sufficient cash and cash equivalent resources available incurred debts beyond its ability to pay such debts as they mature, and that the aggregate Merger Consideration pursuant to capital of the TransactionsCompany will not become impaired.

Sufficient Funds. (a) R1 and Parent has have delivered to the Company true true, correct, and complete copies of (i) executed commitment letters from each of the Wells Fargo Century Inc. Letterfinancial institutions identified therein, dated as of the date hereofhereof (including all exhibits, by schedules and xxxxx Wells Fargo Century Inc.annexes thereto, Parent and Merger Sub (the "First “Senior Debt Lettxx"Commitment Letter”), (ii) executed commitment letters from each of the Ore Hill Fund L.P. Lettersubordinated lenders identified therein, dated as of the date hereofhereof (including all exhibits, by schedules and among Ore Hill Fund L.P.annexes thereto, Parent the “Subordinated Debt Commitment Letter” and Merger Sub (the "Second Debt Letter") and the Chase Capital Letter, dated as of the date hereof, by and among the Chase Capital business unit of JPMorgan Chase & Co., Parent and Merger Sub (the "Third Debt Letter" and, together with the First Senior Debt Commitment Letter, the “Debt Commitment Letter”) and (iii) the fee letter referred to in the Senior Debt Commitment Letter (the “Fee Letter”) (with only fee amounts and customary market flex provisions redacted (but none of the redacted terms would adversely affect the amount or availability of the Debt Financing)) (the Debt Commitment Letter and the Second Fee Letter, together the “Commitment Letters”, and the commitments under the Debt Commitment Letter, the "“Debt Commitment Letters") Financing Commitments” or the “Financing Commitments”), pursuant to which, and subject to the commitment lettersterms and conditions of which, dated as of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. lenders party thereto (the "Equity Commitment Xxxxxrs" and, together with “Lenders”) have committed to lend the Debt Commitment Letters, the "Commitment Letters", the financing to be provided thereunder is referred to herein as the "Financing"). The aggregate proceeds of the Financing are in an amount sufficient to consummate the Transactions, including to pay the aggregate Merger Consideration, and to pay all related fees and expenses. As of the date hereof, none of the Commitment Letters has been withdrawn, and there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than those amounts set forth in therein to Parent (the Commitment Letters. Subject to receipt of “Debt Financing” or the aggregate proceeds of the “Financing, at the Effective Time, Parent and Merger Sub will have sufficient cash and cash equivalent resources available to pay the aggregate Merger Consideration pursuant to the Transactions”).

Sufficient Funds. Parent Prior to, or concurrently with, the execution and delivery of this Agreement, the Purchaser has delivered to the Company true and complete executed copies of: (i) a commitment letter evidencing the availability of the Wells Fargo Century Inc. LetterDebt Financing and (ii) an underwriting agreement relating to the Equity Financing (collectively, dated the “Commitment Letters”), each of which are unamended as of the date hereof, by . The commitments described in the Debt Commitment Letters and xxxxx Wells Fargo Century Inc., Parent and Merger Sub (the "First Debt Lettxx"), Equity Commitment Letters are not subject to any condition precedent other than the Ore Hill Fund L.P. Letter, dated as conditions expressly set forth therein. As of the date hereof: (A) each of the Commitment Letters is in full force and effect and is a legal, by valid and among Ore Hill Fund L.P.binding obligation of the Purchaser and, Parent to the knowledge of the Purchaser, the other parties thereto, enforceable in accordance with their respective terms (subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and Merger Sub (other Laws relating to or affecting the "Second Debt Letter") availability of equitable remedies and the Chase Capital Letterenforcement of creditors’ rights generally and general principles of equity and public policy and to the qualification that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction), dated as (B) no amendment or modification to any of the date hereofCommitment Letters is contemplated or will be made, by and among the Chase Capital business unit of JPMorgan Chase & Co., Parent and Merger Sub (the "Third Debt Letter" and, together other than with the First Debt Letter and the Second Debt Letter, the "Debt Commitment Letters") and the commitment letters, dated as consent of the date hereof, between Merger Sub and The Hidary Group, LLC, Seneca Capital Investments LLC, Boxing 2000 LLC, Gxxxxx Capital and Middlegate Securities Ltd. Company (the "Equity Commitment Xxxxxrs" and, together with the Debt Commitment Letters, the "Commitment Letters", the financing not to be provided thereunder is referred unreasonably withheld) or amendments or modifications that are not adverse to herein as the "Financing"). The aggregate proceeds Purchaser in any material respect, and (C) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Financing are in an amount sufficient to consummate Purchaser under the Transactions, including to pay Commitment Letters or excuse the aggregate Merger Consideration, and to pay all related fees and expensesother parties thereto from their commitments thereunder. As of the date hereof, none the Purchaser has no reason to believe that it shall be unable to satisfy on a timely basis on or before the Effective Date any term or condition of closing of the Commitment Letters has been withdrawn, and there are no conditions precedent Debt Financing or other contingencies related Equity Financing to the funding of the full amount of the Financing, other than those set forth be satisfied by it contained in the Commitment Letters. Subject to receipt of The net proceeds contemplated by the Commitment Letters and, together with the Purchaser’s cash on hand, shall in the aggregate proceeds of be sufficient for the FinancingPurchaser to fund, at directly or indirectly, the Effective Time, Parent and Merger Sub will have sufficient cash and cash equivalent resources available to pay the aggregate Merger Consideration pursuant to the Transactionsamounts contemplated in Section 4.11(b).