Common use of Sufficient Funds Clause in Contracts

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent has delivered to the Company true and complete copies of executed commitment letters (the “Financing Commitments”), pursuant to which the parties thereto have agreed, subject only to the conditions precedent set forth therein (the “Financing Conditions”), to provide or cause to be provided the bank financing set forth therein for the purposes of financing the transactions contemplated hereby, including the Offer and the Merger (the “Financing”). The Financing Commitments are in full force and effect and are legal, valid and binding obligations of Parent and the Purchaser and, to the knowledge of Parent, the other parties thereto. There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of the Financing other than the Financing Conditions. Parent or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser under any Financing Commitment, and, as of the date hereof, neither Parent nor the Purchaser has any reasonable basis to believe that it will be unable to satisfy on a timely basis any material term or condition to be satisfied by it in any of the Financing Commitments on or prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws under the Note in accordance with the term of the Note.

Sufficient Funds. The aggregate proceeds contemplated by Prior to the Financing (as defined below)execution and delivery of this Agreement, together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent has delivered to the Company true and complete copies of the following commitment letters, which are unamended as of the date hereof, evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letters letter (the “Financing CommitmentsCommitment Letter”)) dated February 15, 2008 made by M▇▇▇▇▇ S▇▇▇▇▇▇ 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 parties thereto Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, have agreedcommitted 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 only 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 precedent expressly set forth therein therein. As of the date hereof (A) each of the “Financing Conditions”), to provide or cause to be provided the bank financing set forth therein for the purposes of financing the transactions contemplated hereby, including the Offer Commitment Letter and the Merger (the “Financing”). The Financing Commitments are Equity Commitment Letter is in full force and effect and are is a legal, valid and binding obligations obligation of Parent and the Purchaser and, to the knowledge of Parentthe Purchaser, the other parties thereto. There are no conditions precedent or other contingencies related to Lenders, in the funding or investing, as applicable, case of the full amount Commitment Letter, and the Equity Sponsor, in the case of the Financing other than Equity Commitment Letter, (B) no amendment or modification to either the Financing Conditions. Parent Commitment Letter or the Purchaser have fully paid any Equity Commitment Letter is contemplated, and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof. As of the date hereof, (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 Parent or the Purchaser under any Financing Commitmentthe Commitment Letter or the Equity Commitment Letter, andrespectively, as or excuse the Lenders or the Equity Sponsor from their commitments thereunder. As of the date hereofhereof (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), neither Parent nor the Purchaser has any reasonable basis to does not believe that it will shall be unable to satisfy on a timely basis any material term or condition of closing of the financing to be satisfied by it contained in the Commitment Letter or the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any of the Financing Commitments on terms or prior conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each funding of the draws cash payment obligations of the Purchaser under the Note Arrangement. Assuming the financing contemplated in accordance the Commitment Letter and the Equity Commitment Letter is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid by the Purchaser in connection with the term consummation of the Notetransactions contemplated by this Agreement and to pay all related fees and expenses.

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

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. a) Parent has delivered to the Company true and complete copies of (i) a fully executed debt commitment letters letter, dated as of the date of this Agreement and (ii) the fully executed fee letter referenced therein, relating to fees with respect to the Financing contemplated by the commitment letter (the commitment letter, together with such fee letter, including all exhibits, supplements, schedules and annexes thereto, as amended, replaced, supplemented, modified or waived from time to time after the date hereof in compliance with Section 6.14(a), collectively, the “Financing CommitmentsCommitment Letter”), pursuant by and among Parent and the Financing Sources specified therein (with only fee amounts and other economic terms, and the rates and amounts included in the “flex” provisions, redacted in a customary manner for transactions of this nature, none of which redacted provisions would reasonably be expected to which adversely affect the parties conditionality, availability, enforceability, termination or amount of the Financing). Pursuant to the Commitment Letter, and subject to the terms and conditions thereof, the Financing Sources party thereto have agreed, subject only committed to provide Parent with the conditions precedent amounts set forth in the Commitment Letter for the purposes set forth therein (the “Financing Conditions”)debt financing contemplated in the Commitment Letter, to provide or cause to be provided together with, unless the context otherwise requires, any replacement financing, including any bank financing set forth therein for the purposes of financing the transactions contemplated herebyor debt securities issued in lieu thereof, including the Offer and the Merger (the “Financing”). The Financing Commitments are As of the date of this Agreement, the Commitment Letter is in full force and effect and are has not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect and no amendment, supplement or modification that would not be permitted by Section 6.14(a) is contemplated, and the Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligations of obligation of, and is enforceable against, Parent and the Purchaser and, to the knowledge of Parent, each of the other parties thereto. There are no conditions precedent or other contingencies related , subject, in each case, to the funding or investing, as applicable, of the full amount of the Financing other than the Financing Conditions. Parent or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof. Enforceability Exceptions. (b) As of the date hereofof this Agreement, Parent is not and, to the knowledge of Parent, no Financing Source is, in default in the performance, observation or fulfillment of any obligation, covenant or condition contained in the Commitment Letter and no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would reasonably be expected to (i) constitute a default or breach by Parent or, to the knowledge of Parent, any other party thereto, of the Commitment Letter, (ii) constitute or result in a failure to satisfy a condition precedent set forth in the Commitment Letter, or (iii) subject to the satisfaction of the conditions in Article VII (other than the conditions set forth in Sections 7.3(a) and 7.3(b) and those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), otherwise result in any portion of the Financing being unavailable on the part of Parent or the Purchaser under any Financing Commitment, and, as Closing Date. As of the date hereofof this Agreement, neither no Financing Source party to the Commitment Letter has notified Parent nor of its termination or repudiation (or intent to terminate or repudiate) any of the Purchaser commitments under such Commitment Letter or intent not to provide the Financing. Assuming (1) the truth and accuracy of the Company’s representations and warranties set forth in Article III and compliance by the Company with its obligations hereunder, and (2) the satisfaction of the conditions in Article VII (other than the conditions set forth in Sections 7.3(a) and 7.3(b) and those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), Parent has any reasonable basis no reason to believe that any of the conditions to the funding of the Financing contemplated by the Commitment Letter and contained in the Commitment Letter will fail to be satisfied on the Closing Date or that the full amounts committed pursuant to the Commitment Letter will not be available to be funded on the Closing Date. (c) Parent has fully paid (or caused to be paid) any and all commitment fees or other fees required by the Commitment Letter to be paid on or before the date of this Agreement. Assuming (i) the funding of the full amount of the Financing in accordance with and subject to the satisfaction of the conditions in the Commitment Letter (it being understood and agreed that nothing in this clause (i) shall be construed to limit clause (d) of this Section 4.25), (ii) the truth and accuracy of the Company’s representations and warranties set forth in Article III and compliance by the Company with its obligations hereunder and (iii) the satisfaction of the conditions in Article VII (other than the conditions set forth in Sections 7.3(a) and 7.3(b) and those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), Parent and Merger Sub will have funds available to them at the Effective Time in an amount sufficient, when taken together with cash or cash equivalents held by Parent and the Company on the Closing Date and the other sources of funds available to Parent on the Closing Date, to refinance in full all amounts outstanding under the Existing Credit Agreement, to pay the Cash Consideration, to pay cash in lieu of fractional shares in accordance with Section 2.2 and to pay the fees and expenses relating to the Merger and the Financing (collectively, the “Required Amount”). The only conditions precedent related to the obligations of the Financing Sources party to the Commitment Letter to fund the full amount of the Financing contemplated by the Commitment Letter are expressly set forth in the Commitment Letter as in effect on the date hereof. As of the date of this Agreement, there are no side letters or other agreements, contracts, arrangements or understandings, whether written or oral, entered into by Parent, Merger Sub or any of their affiliates relating to the Financing other than as set forth or contemplated in the Commitment Letter and customary engagement letters and fee credit letters with respect to the Financing (which engagement letters and fee credit letters do not contain any conditions precedent to the funding of the Financing or any other provisions that would cause the Financing to not be unable available to satisfy Parent on a timely basis at the Closing). (d) Parent acknowledges and agrees that its obligations under this Agreement are not subject to any material term conditions regarding Parent’s, Merger Sub’s or condition to be satisfied by it in any of their respective affiliates’ or any other person’s ability to obtain financing for the Financing Commitments on or prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each consummation of the draws under the Note in accordance with the term of the Notetransactions contemplated hereby.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent has delivered to the Company true complete and complete accurate copies of (a) an executed commitment letters letter (the “Financing CommitmentsDebt Commitment Letter”) from Credit Suisse Securities (USA) LLC, Credit Suisse AG, HSBC Securities (USA) Inc., HSBC Bank USA, National Association, and Australia and New Zealand Banking Group Limited (the “Lenders”), pursuant to which the parties thereto Lenders have agreedcommitted, on the terms and subject only to the conditions precedent 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 ▇▇▇▇▇”), a wholly-owned Subsidiary of Bridge ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Group Issuer Inc., ▇▇▇▇▇▇▇▇ Group Issuer LLC and ▇▇▇▇▇▇▇▇ Group Issuer (Luxembourg) S.A. (collectively, the “Bridge Loan Borrowers”) for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”), (b) an executed commitment letter (the “Affiliate Commitment Letter” and, together with the Debt Commitment Letter, the “Financing Commitments”) from Investor, pursuant to which Investor has committed to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Financing Conditions”)Affiliate Financing” and, to provide or cause to be provided together with the bank financing set forth therein for the purposes of financing the transactions contemplated herebyDebt Financing, including the Offer and the Merger (the “Financing”) and (c) the fee letter associated with the Debt Commitment Letter (the “Fee Letter”) (it being understood that such letter has been redacted to omit the fee amounts provided therein). The Affiliate Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. Bridge ▇▇▇▇▇ is an Affiliate, but not a direct or indirect Subsidiary, of Parent. As of the date hereof, and, to Parent’s knowledge as of the date hereof of existing plans and intentions, as of the Closing, subject to the satisfaction of the conditions to Parent’s obligation to consummate the Merger set forth in Article VII hereof and the accuracy in all material respects of the representations and warranties set forth in the penultimate sentence of Section 4.5(a), the funds provided by the Financing, together with Parent’s and the Company’s consolidated cash on hand (as of the date hereof and as of the Effective Time), will be, if funded at Closing, sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement in compliance with the terms hereof and the terms of the indebtedness of Parent or the Company or their respective Subsidiaries, including payment of the aggregate Merger Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in (i) the Financing Commitments and (ii) Section 2 of the Affiliate Commitment Letter, there are in full force no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of Investor to fund the Affiliate Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit Investor to reduce the amount of the Affiliate Financing or that could otherwise affect the availability of the Debt Financing or the Affiliate Financing. The Affiliate Commitment Letter has been duly executed and effect delivered by, and are is a legal, valid and binding obligations of obligation of, Parent and Investor and the Purchaser Debt Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and Bridge ▇▇▇▇▇ and, to the knowledge of Parent, the all other parties thereto. There are no conditions precedent or other contingencies related to the funding or investingcontractual or, as applicableof 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 Financing other than proceeds of the Financing Conditions. Parent or unsecured bridge loans and the Purchaser have fully paid any and all commitment fees or other fees 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 Financing Commitments that are payable on or prior 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 date hereoffunding of the bridge facilities contemplated by the Debt Commitment Letter or the issuance by certain Subsidiaries of Parent of senior secured notes and senior notes as contemplated by the Debt Commitment Letter. As of the date hereof, no event each of the Financing Commitments is in full force and effect and has occurred which, with not been withdrawn or without notice, lapse of time terminated or both, would constitute a default otherwise amended or breach modified in any respect. All commitment and other fees required to be paid under the Financing Commitments on or prior to the part of Parent or the Purchaser under any Financing Commitment, 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 in any material respect. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and, subject to such assumption, neither Parent nor the Purchaser Sub has any reasonable basis reason to believe as of the date hereof that it will be unable to satisfy on a timely basis any material term or condition of closing to be satisfied by it contained in any of the Financing Commitments on or prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws under the Note in accordance with the term of the NoteCommitments.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. a) Parent has delivered to the Company true an accurate and complete copies copy of executed a commitment letters letter, together with all schedules and exhibits thereto, dated November 7, 2013 (the “Financing CommitmentsCommitment Letter”), between Parent and Jefferies Finance LLC (“Jefferies”), pursuant to which the parties thereto have Jefferies has agreed, subject only to the terms and conditions precedent set forth therein (the “Financing Conditions”), to provide or cause to be provided the bank debt financing set forth therein (the “Financing Commitment”) for the purposes purpose of financing the transactions contemplated herebyTransactions, including the Offer repayment or refinancing of certain of the Company’s and the Merger Company Subsidiary’s existing indebtedness and related fees and expenses. (the “Financing”). b) The Financing Commitments are Commitment is in full force and effect as of the date hereof and are is a legal, valid and binding obligations obligation of Parent and the Purchaser andJefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the knowledge Bankruptcy and Equity Exception. As of Parentthe date hereof, the other parties thereto. There are no conditions precedent Financing Commitment has not been amended, supplemented or other contingencies related to the funding or investingmodified in any respect, as applicable, and none of the full amount of the Financing other than the Financing Conditionscommitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent or the Purchaser have fully has paid any and all commitment fees or other fees in connection with the Financing Commitments Commitment that are payable on or prior to the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser under any Financing Commitment, and, as of the date hereof, neither Parent nor the Purchaser has any reasonable basis reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any material term or condition set forth in the Financing Commitment that is required to be satisfied by it in any of the Financing Commitments on or prior to the Closing. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent has, together with Parent’s current cash and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on hand and existing credit facility, sufficient obtaining any funds available to timely fund each of the draws under the Note in accordance with the term of the Noteor financing.

Sufficient Funds. The aggregate proceeds contemplated by Parent and Merger Sub (directly or through one or more affiliates) will have all of the Financing funds immediately available as and when needed that are necessary to (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds i) consummate the Offer at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to Time, (ii) consummate the MergerMerger at the Closing, as applicable(iii) otherwise perform their respective obligations under this Agreement and (iv) pay any fees, and to repay expenses or other amounts payable by Parent or Merger Sub in connection with the indebtedness consummation of the transactions contemplated by this Agreement (the “Intended Purposes”). Parent and Merger Sub have provided to the Company outstanding a true and complete copy of a fully executed commitment letter, dated as of the Effective Timedate hereof (including all exhibits, schedules, annexes, supplements, amendments and joinders thereto, collectively, the “Commitment Letter”), from the lenders party thereto (collectively, the “Lenders”) and the executed fee letter relating thereto (provided that the fee amounts, pricing caps and other economic terms, and the rates and amounts included in the “market flex” provisions (but not covenants), may be redacted, none of which redacted provisions could adversely affect the conditionality, enforceability, termination or amount of the Debt Financing) (including all exhibits, schedules, annexes, supplements, amendments and joinders thereto, collectively, the “Fee Letter”). Parent has delivered Pursuant to the Company true Commitment Letter, and complete copies of executed commitment letters subject to the terms and conditions thereof, the Lenders have committed to provide Guarantor and Parent with the amounts set forth in the Commitment Letter (the “Financing CommitmentsDebt Financing”), pursuant to which the parties thereto have agreed, subject only to the conditions precedent set forth therein (the “Financing Conditions”), to provide or cause to be provided the bank financing set forth therein ) for the purposes of financing the Offer, the Merger and the other transactions contemplated herebyby this Agreement. As of the date hereof, including the Offer and the Merger (the “Financing”). The Financing Commitments are Commitment Letter is in full force and effect and are legal, constitutes a valid and binding obligations obligation of Parent Guarantor and the Purchaser andParent, and to the knowledge of ParentParent and Merger Sub, the Lenders, enforceable in accordance with its terms (except that (x) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transfer, examinership, reorganization, moratorium or other parties theretosimilar Laws, now or hereafter in effect, relating to creditors’ rights generally and (y) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought). There As of the date hereof, other than the Commitment Letter, none of Guarantor, Parent or Merger Sub has entered into any side letters, Contracts or other arrangements pursuant to which any Person has the right to amend, restate or otherwise modify the Commitment Letter in a manner that could reasonably be expected to adversely affect the availability at the Acceptance Time or the Closing of the Debt Financing. Except as set forth in the Commitment Letter and the Fee Letter, there are no conditions precedent or contingencies (including pursuant to any “market flex” provisions in the Fee Letter) to funding the Debt Financing under the Commitment Letter in an amount necessary, when taken together with other contingencies related funds available to Parent and Merger Sub to fund the Intended Purposes, and the Commitment Letter has not been amended, restated or otherwise modified in any manner prior to the funding date hereof and the respective commitments contained in the Commitment Letter have not been terminated, reduced, withdrawn or investing, as applicable, of the full amount of the Financing other than the Financing Conditions. Parent or the Purchaser have fully paid rescinded in any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or respect prior to the date hereof. The Commitment Letter, the Fee Letter, the engagement letter and fee credit letter related thereto constitute the entire and complete agreement between the parties thereto with respect to the Debt Financing. As of the date hereof, (i) assuming the accuracy of the representations and warranties set forth in Article III, no event has occurred which, with or without notice, lapse of time or both, would constitute (A) a default or breach on by Guarantor or Parent under any term of, or (B) a failure to satisfy any condition by Guarantor or Parent or, to the part knowledge of Parent or and Merger Sub, any Lender under, the Purchaser under any Financing Commitment, and, as Commitment Letter and (ii) assuming the satisfaction of the date hereofMinimum Condition and the satisfaction, or waiver by the Merger Sub, of the other conditions set forth in Annex I, neither Parent nor the Purchaser Merger Sub has any reasonable basis reason to believe that it (x) any condition or contingency related to the funding of the full amount of the Debt Financing will not be unable satisfied at the Acceptance Time or (y) the full amount of the Debt Financing will not be available to satisfy on a timely basis any material term Guarantor and Parent at the Acceptance Time. Guarantor or condition Parent has fully paid, or caused to be satisfied paid, any and all commitment or other fees required by it in any of the Financing Commitments Commitment Letter on or prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws under the Note in accordance with the term of the Notedate hereof.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent has delivered to the Company true and complete copies of executed commitment letters the Wells Fargo Century Inc. Letter, dated as of the date hereof, by and ▇▇▇▇▇ Wells Fargo Century Inc., Parent and Merger Sub (the “Financing Commitments”"First Debt Lett▇▇"), pursuant to which the parties thereto have agreedOre Hill Fund L.P. Letter, subject only to dated as of the conditions precedent set forth therein date hereof, by and among Ore Hill Fund L.P., Parent and Merger Sub (the “Financing Conditions”)"Second Debt Letter") and the Chase Capital Letter, to provide or cause 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, G▇▇▇▇▇ Capital and Middlegate Securities Ltd. (the "Equity Commitment ▇▇▇▇▇rs" and, together with the Debt Commitment Letters, the "Commitment Letters", the financing to be provided thereunder is referred to herein as the bank financing set forth therein for the purposes of financing the transactions contemplated hereby, including the Offer and the Merger (the “"Financing”"). The aggregate proceeds of the Financing Commitments are in full force an amount sufficient to consummate the Transactions, including to pay the aggregate Merger Consideration, and effect to pay all related fees and are legalexpenses. As of the date hereof, valid none of the Commitment Letters has been withdrawn, and binding obligations of Parent and the Purchaser and, to the knowledge of Parent, the other parties thereto. There there are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of the Financing Financing, other than those set forth in the Financing ConditionsCommitment Letters. Subject to receipt of the aggregate proceeds of the Financing, at the Effective Time, Parent or and Merger Sub will have sufficient cash and cash equivalent resources available to pay the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior aggregate Merger Consideration pursuant to the date hereof. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser under any Financing Commitment, and, as of the date hereof, neither Parent nor the Purchaser has any reasonable basis to believe that it will be unable to satisfy on a timely basis any material term or condition to be satisfied by it in any of the Financing Commitments on or prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws under the Note in accordance with the term of the NoteTransactions.

Sufficient Funds. The aggregate proceeds contemplated by (a) Parent and the Financing Purchaser each will have, including the use of the Company’s cash in an amount of not less than $54,000,000, upon the Acceptance Date, the Expiration Date (as defined below), together with Parent’s current cash on hand the same may be extended from time to time pursuant to this Agreement) and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and Effective Time, the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and funds necessary to consummate the Offer and the Merger, as applicableincluding (i) to pay to purchase the Shares in the Offer, the Merger Consideration, the Option Payments and the Warrant Payments and (ii) to repay pay all transaction fees and expenses incurred by Parent and the indebtedness of Purchaser in connection with this Agreement and the Company outstanding as of the Effective Time. transactions contemplated hereby. (b) Parent has delivered to the Company true true, complete and complete correct copies of (i) executed commitment letters (the “Debt Financing Commitments”), pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”), and (ii) executed equity commitment letters (the “Equity Commitment Letter”, and together with the Debt Financing Commitments, the “Financing Commitments”), pursuant to which certain persons (collectively, the parties thereto “Equity Investors”) have agreedcommitted, subject only to the terms and conditions precedent thereof, to invest the amount set forth therein (the “Financing Conditions”)Equity Financing,” and together with the Debt Financing, to provide or cause to be provided the bank financing set forth therein for the purposes of financing the transactions contemplated hereby, including the Offer and the Merger (the “Financing”). The Financing Commitments are in full force and effect and are a legal, valid and binding obligations obligation of Parent and the Purchaser Purchaser, and, to the knowledge of Parent, of the other parties thereto. There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount None of the Financing other than Commitments has been or is expected to be amended or modified, except as permitted by Section 5.12, and the Financing Conditions. Parent or the Purchaser have fully paid any and all commitment fees or other fees respective commitments contained in connection with the Financing Commitments that are payable on have not been withdrawn or prior to the date hereofrescinded in any respect. As of the date hereof, no No event has occurred which, with or without notice, lapse of time or both, would constitute a material default or material breach on the part of Parent or the Purchaser under any Financing Commitment, and, as ; provided that Parent is not making any representation regarding the effect of the date hereof, neither inaccuracy of the representations and warranties in Article 3. Neither Parent nor the Purchaser has any reasonable basis reason to believe that it will be unable to satisfy on a timely basis any material term or condition of closing to be satisfied by it in any of the Financing Commitments on the Closing Date; provided that Parent is not making any representation regarding the inaccuracy of the representations and warranties set forth in Article 3, or prior the failure of the Company to perform its obligations hereunder. The Financing Commitments contain all of the conditions precedent to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds obligations of the parties thereunder to make Financing available to timely fund each Parent on the terms therein. There are no side letters or other agreements, contract or arrangements (except for customary fee letters and engagement letters) related to the funding or investing, as applicable, of the draws under the Note in accordance with the term full amount of the NoteDebt Financing other than as expressly set forth in or contemplated by the Debt Financing Commitments.

Sufficient Funds. (a) The aggregate proceeds contemplated by from the Financing (as defined below)Financing, together with Parent’s current cash on hand and existing credit facilityhand, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause consummate the Purchaser to accept for payment the validly tendered Shares Merger and to consummate pay all costs, fees and expenses incurred by Parent, Merger Sub and the Merger, as applicable, Company in connection with this Agreement and to repay the transactions contemplated by this Agreement (including any refinancing or repayment of indebtedness of Parent, Merger Sub or the Company outstanding as of the Effective Time. required in connection therewith). (b) Parent has delivered to the Company true true, complete and complete correct copies of executed commitment letters letters, dated as of the date hereof, from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Bank of America, N.A. (the “Financing Commitments”), pursuant to which the Debt Financing Sources parties thereto have agreed, subject only to the conditions precedent set forth in the fourteenth paragraph of the Financing Commitment letter; the Certain Funds Provision (as defined in the Financing Commitments) therein and, solely with respect to the senior secured facilities described in the Financing Commitments, the other conditions set forth in Part IV of the Senior Term Sheet (as defined in the Financing Commitments) under the heading “Initial Conditions” and the conditions set forth in clause (a) of Part IV of the Senior Term Sheet under the heading “Ongoing Conditions”; and, solely with respect to the bridge facility described in the Financing Commitments, the other conditions set forth in Section 4 of the Bridge Term Sheet (as defined in the Financing Commitments) under the heading “Initial Conditions” (collectively, the “Financing Conditions”), to provide or cause to be provided the bank debt financing set forth therein for the purposes of financing the transactions contemplated hereby, including the Offer and the Merger hereby (the “Financing”). The Financing Commitments are in full force and effect as of the date of this Agreement and are legal, valid valid, binding and binding enforceable obligations of Parent and the Purchaser and, to the knowledge Knowledge of Parent, the other parties thereto. There are no conditions precedent or other contingencies related to the funding or investing, as applicable, As of the full amount date of this Agreement, none of the Financing other than Commitments has been amended, supplemented or modified in any respect, the Financing Conditions. Parent or the Purchaser have fully paid any and all commitment fees or other fees respective commitments contained in connection with the Financing Commitments that are payable on have not been withdrawn, terminated, repudiated or prior to rescinded in any respect. None of the date hereofFinancing Commitments will be amended, supplemented, modified or waived in any respect at any time thereafter except as expressly permitted by Section 5.13(b). As of the date hereofof this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser Merger Sub under any term, or a failure of any condition, of any Financing Commitment, and, as of the date hereof, Commitment and neither Parent nor the Purchaser Merger Sub has any reasonable basis reason to believe that (i) it or any other party thereto will be unable to satisfy on a timely basis any material term of, or condition to be satisfied by it in any of set forth in, the Financing Commitments on or prior to the Acceptance TimeClosing or (ii) the Financing will not be made available to Parent and Merger Sub on the Closing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing other than the Financing Conditions, and the only conditions precedent or other contingencies relating to the funding of the Financing on the Closing that will be included in the definitive documentation with respect to the Financing shall be the Financing Conditions. There are no side letters or other agreements, Contracts or arrangements related to the funding of the full amount of the Financing or the financing of any of the transactions contemplated by this Agreement other than as expressly set forth in the Financing Commitments, the fee letters, dated as of the date hereof, from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Bank of America, N.A. relating to the Financing Commitments, a true, complete and correct copy of which Parent has delivered to the Company in a redacted form removing only the fees payable on the Closing to the Debt Financing Sources party thereto, and the engagement letter, dated as of the date hereof, from ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated relating to the Financing, a true, complete and correct copy of which Parent has delivered to the Company in a redacted form removing only the fees payable on the Closing. Parent hashas fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Financing, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws Parent represents that any other fees that are due under the Note in accordance with Financing Commitments are required to be paid no earlier than the term of the NoteClosing.

Sufficient Funds. The aggregate proceeds contemplated by (a) On or prior to the Financing (as defined below)date hereof, together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent has delivered to the Company true a true, correct and complete copies copy of (1) the executed commitment letters letter (including all exhibits, schedules, annexes and amendments thereto) from White Oak Global Advisors, LLC, together with the term sheet and a redacted copy of the executed fee letter, dated as of the date of this Agreement, among Parent, the other parties thereto and White Oak Global Advisors, LLC (with the fee letter customarily redacted with respect to fee amounts, pricing caps and other economic terms (other than covenants), but without redacting provisions that would adversely affect the amount or availability of the Debt Financing) and other agreements (collectively, the “Debt Commitment 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 this Agreement (together with any substitute or alternative debt financing pursuant to Section 6.11(c), the “Debt Financing”), and (2) the executed equity commitment letter, dated as of the date hereof (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Financing Commitments”)) from Privet Capital Investments II, LP (“PCI II”) pursuant to which the parties thereto have agreedPCI II has committed, subject only to the terms and conditions precedent of the Equity Commitment Letter, to invest or cause to be invested, directly or indirectly through one or more intermediate entities, the amounts set forth therein (the “Financing Conditions”)Equity Financing” and, to provide or cause to be provided together with the bank financing set forth therein for the purposes of financing the transactions contemplated herebyDebt Financing, including the Offer and the Merger (the “Financing”). The Equity Commitment Letter provides that the Company is a third party beneficiary thereof and is entitled to enforce such agreement on the terms and subject to the conditions therein. (b) As of the date hereof, the Financing Commitments are in full force and effect and are have not been withdrawn or terminated or otherwise amended, supplemented or modified in any respect (except as permitted in Section 6.11). Each of the Financing Commitments, in the form so delivered, is a legal, valid and binding obligations obligation of Parent and the Purchaser and, to the knowledge of Parent, Acquisition Sub and the other parties thereto. There As of the date hereof, there are no conditions precedent side letters or other contingencies related agreements, contracts or arrangements to which Parent, Acquisition Sub or any of their Affiliates is a party relating to the funding or investing, as applicable, of or the full amount of the Financing other than contemplated by the Financing Conditions. Parent or Commitments, in each case except as have been made available to the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or Company prior to the date hereof. As of the date hereof, no No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser Acquisition Sub under any term, or a failure of any condition, of the Financing Commitment, and, as Commitments or otherwise result in any portion of the Financing contemplated thereby to be unavailable. As of the date hereof, neither Parent nor the Purchaser Acquisition Sub has any a reasonable basis to believe that it will would be unable to satisfy on a timely basis any material term or condition of the Financing Commitments required to be satisfied by it in it. Parent and/or Acquisition Sub have fully paid any of and all commitment fees or other fees required by the Financing Commitments to be paid on or prior to before the Acceptance Timedate of this Agreement. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of The aggregate proceeds from the draws under the Note Financing when funded in accordance with the term Financing Commitments are sufficient to fund all of the Noteamounts required to be provided by Parent for the consummation of the transactions contemplated hereby, and are sufficient for the satisfaction of all of Parent’s and Acquisition Sub’s obligations under this Agreement, including the payment of the Total Common Merger Consideration and any amounts payable pursuant to Section 3.3, and the payment of all associated costs and Expenses of the Merger (including any repayment or refinancing of Indebtedness of Parent, Acquisition Sub or the Company required in connection therewith). There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of the Financing, other than as expressly set forth in or contemplated by the Financing Commitments.

Sufficient Funds. The Fremont has obtained, on behalf of the Company, (i) an executed commitment letter dated March 26, 1999 from NationsBank, N.A. and NationsBanc Mont▇▇▇▇▇▇ ▇▇▇urities, 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 Mont▇▇▇▇▇▇ ▇▇▇urities, LLC for a private placement offering of debt securities which contemplates the Company receiving gross proceeds contemplated by 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 (as defined belowLetters"), together with Parent’s current cash on hand and existing credit facility, . Fremont will provide Parent with sufficient funds have available to it at the Acceptance Time Closing the funds necessary to pay the Purchase Price for the Preferred Shares. Assuming the accuracy of the representations and warranties of the Company contained herein and that the Company has unrestricted cash of at least $107,000,000 immediately prior to the Effective Time (the "Unrestricted Cash"), the Debt Financing, the Unrestricted Cash and the proceeds received by the Company from the issuance of the Preferred Shares to cause Fremont will provide sufficient funds to (i) pay the Purchaser to accept for payment aggregate Merger Consideration, (ii) prepay, redeem, refinance or renegotiate the validly tendered Shares and Company's existing indebtedness, if required to consummate the MergerMerger and the other transactions contemplated hereby, as applicable(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 to repay the indebtedness (v) provide sufficient working capital needs of the Company outstanding as of following the Effective TimeMerger. Parent has delivered to the Company true True and complete copies of executed commitment letters (the “Debt Financing Commitments”), pursuant to which the parties thereto Letters have agreed, subject only been furnished to the conditions precedent set forth therein (Company. Neither Fremont, Sub nor any of their Affiliates will terminate, amend or modify in any respect the “Debt Financing Conditions”)Letters in a manner which will prevent the consummation of such financing, to provide or cause to be provided materially delay the bank financing set forth therein for the purposes of financing the transactions contemplated herebytiming thereof, including the Offer and the Merger (the “Financing”). The Financing Commitments are in full force and effect and are legal, valid and binding obligations of Parent and the Purchaser and, to the knowledge of Parent, the other parties thereto. There are no conditions precedent or other contingencies related to the funding or investing, as applicable, without prior written consent of the full amount of the Financing other than the Financing ConditionsCompany. Parent or the Purchaser have Fremont has fully paid any and all commitment fees or other fees in connection with required by the Debt Financing Commitments Letters to be paid as of the date hereof (and, subject to Section 10.1(b), will duly pay any such fees after the date hereof). Fremont expects that are payable on or it will cause the Surviving Corporation to pay all outstanding trade payables and other liabilities of the Company incurred prior to the date hereofClosing in the ordinary course of business consistent with past practice. As of the date hereof, The Debt Financing Letters are valid and in full force and effect and no event has occurred which, which (with or without notice, lapse of time or both, ) would constitute a default or breach on the part of Parent Fremont or Sub thereunder or would prevent the Purchaser under any Financing Commitment, and, as consummation of the Debt Financing. As of the date hereof, neither Parent nor the Purchaser has Fremont does not know of any reasonable basis facts or circumstances that may reasonably be expected to believe that it will be unable to satisfy on a timely basis any material term or condition to be satisfied by it result in any of the conditions set forth in the Debt Financing Commitments on or prior Letters not being satisfied. Fremont believes that the Debt Financing will not create any liability to the Acceptance Time. Parent has, together with Parent’s current cash on hand directors and existing credit facility, sufficient funds available to timely fund each stockholders of the draws Company under any federal or state fraudulent conveyance or transfer law. Fremont is currently solvent and further believes that, upon the Note in accordance with the term consummation of the NoteTransactions and any other transactions or operations involving the Surviving Corporation hereafter, including, without limitation, the Debt Financing, the Surviving Corporation (i) will not become insolvent, (ii) will not be left with unreasonably small capital, (iii) will not have incurred debts beyond its ability to pay such debts as they mature, and that the capital of the Company will not become impaired.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below)a) Schedule 5.6(a) sets forth true and correct copies of an executed commitment letter from Deutsche Bank Trust Company Americas, together with Parent’s current cash on hand Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Bank of America, N.A. and existing credit facility▇▇▇▇▇▇▇ Lynch, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the MergerPierce, as applicable, and to repay the indebtedness of the Company outstanding ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated dated as of the Effective Time. Parent has delivered date hereof (including all exhibits, schedules, and annexes to the Company true and complete copies of executed commitment letters such letter (the “Financing Debt Commitment Letter” and the commitments thereunder, the “Debt Commitments”), pursuant to which which, and subject to the parties terms and conditions of which, the lenders party thereto have agreedcommitted to lend the amounts set forth therein to Buyer for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”). (b) Schedule 5.6(b) sets forth a true and correct copy of an executed rollover commitment letter (the “Rollover Letter”) from each of the Persons set forth on Schedule 5.6(b) (collectively, the “Rollover Investors”), relating to the commitment of the Rollover Investors to, subject only to the terms conditions precedent of the Rollover Letter, contribute to Buyer the number of shares of Common Stock set forth therein (the “Financing ConditionsRollover Investment”). (c) Schedule 5.6(c) sets forth true and correct copies of an executed commitment letter from ▇▇▇▇▇▇ ▇. ▇▇▇ Equity Fund VI, L.P., ▇▇▇▇▇▇ ▇. ▇▇▇ Parallel Fund VI, L.P. and ▇▇▇▇▇▇ ▇. ▇▇▇ Parallel (DT) Fund VI, L.P. (collectively, the “Equity Investors”) dated as of the date hereof (the “Equity Commitment Letter” and the commitments thereunder, the “Equity Commitments”), relating to provide or cause the commitment of the Equity Investors to, subject to be provided the bank terms and conditions of the Equity Commitment Letter, invest in Buyer the full amount of the cash equity financing set forth stated therein for (the purposes of financing “Equity Financing” and, together with the transactions contemplated herebyDebt Financing, including the Offer and the Merger (the “Financing”). The Financing Commitments . (d) As of the date of this Agreement, (i) the Debt Commitment Letter and the Rollover Letter are in full force and effect and have not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect and are legal, valid and binding obligations of Parent and the Purchaser Buyer and, to the knowledge Knowledge of ParentBuyer, the other parties thereto. There are no conditions precedent , enforceable in accordance with their respective terms and (ii) the Equity Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect and is a legal, valid and binding obligation of Buyer and the other contingencies related to parties thereto, enforceable in accordance with its terms, except as the funding enforceability thereof may be limited by (y) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (z) general principles of equity (regardless of whether such enforcement is sought in a proceeding at law or investing, as applicable, of the full amount of the Financing other than the Financing Conditions. Parent or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereofequity). As of the date hereof, there are no other agreements, side letters or arrangements relating to the Financing Commitments that could affect the availability of the Financing or the timing of the Closing. As of the date hereof, neither Buyer nor Merger Sub is in breach of any of the terms or conditions set forth in the Commitment Letters or the Rollover Letter. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent Buyer under any term or condition of any of the Commitment Letters or the Purchaser under any Financing CommitmentRollover Letter, and, as assuming no breach by the Company or its representations and obligations under this Agreement and no breach or default by the Company of its obligations under this Agreement in either case, such that the date hereofclosing conditions set forth in Section 7.1(b) and clauses (a) and (b) of Section 7.2 (in either case, except to the extent by their terms to be satisfied at the Closing) would fail to be satisfied and compliance in all material respects by the Company with Section 6.9(d), neither Parent Buyer nor the Purchaser Merger Sub has any reasonable basis reason to believe that it will be unable to satisfy satisfy, on a timely basis basis, any material term or condition of closing to be satisfied by it contained in any of the Commitment Letters or the Rollover Letter, or that the Financing will not be available to Buyer or Merger Sub on the Closing Date, or that the Rollover Investment will not be made. Buyer or Merger Sub has fully paid or caused to be paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or before the date of this Agreement, and will pay, after the date hereof, all such commitments and fees as they become due. Assuming the closing conditions set forth in Section 7.1(b) and clauses (a) and (b) of Section 7.2 (in either case, except to the extent by their terms to be satisfied at the Closing) have been satisfied and compliance in all material respects by the Company with Section 6.9(d), the aggregate proceeds from the Financing, together with the Rollover Investment and available Cash, if any, on the Company’s balance sheet at Closing in an amount up to $15,000,000 (“Company Cash”) to fund the Transactions, will be sufficient for satisfaction of all of Buyer’s obligations under this Agreement in an amount sufficient to consummate the Transactions, including the payment of the Merger Consideration and the payment of all associated costs and expenses (including, without limitation, the Company Transaction Expenses and any repayment of Debt as set forth in Section 3.1(e) (collectively, the “Required Amount”); it being understood and agreed that it shall not be an obligation of the Company or a condition to Closing that the Company has any such Company Cash on its balance sheet at Closing. The Commitment Letters contain all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Financing available to Buyer on the terms set forth therein, and the Rollover Letter contains all of the conditions precedent to the obligations of the Rollover Investors to contribute the full amount of the Rollover Investment on the terms set forth therein. As of the date of this Agreement, none of the Financing Commitments or the Rollover Letter has been terminated or withdrawn, no lender, Equity Investor or Rollover Investor has notified Buyer or Merger Sub of its intention to terminate or withdraw any of the Financing Commitments on or prior commitments under the Rollover Letter and Buyer does not know of any facts or circumstances that may be expected to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each result in any of the draws under the Note conditions set forth in accordance with the term any of the NoteCommitment Letters or the Rollover Letter not being satisfied. To the extent this Agreement must be in a form acceptable to any lender providing Debt Financing, all such lenders have approved this Agreement as in effect on the date hereof. (e) The obligations of Buyer and Merger Sub under this Agreement are not subject to any conditions regarding Buyer’s, Merger Sub’s, their respective Affiliates’, or any other Person’s ability to obtain financing for the consummation of the transactions contemplated hereby.

Sufficient Funds. The aggregate proceeds contemplated by (a) Assuming (i) the Financing (as defined below), together with Parent’s current cash on hand accuracy of the representations and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness warranties of the Company outstanding in Section 5.5(a) and Section 5.7(b) and (ii) that the Financing is funded in accordance with the Commitment Letters, Parent and Merger Sub, together, as of the Effective Time. Time will have, together with the other funds available to Parent has delivered and Merger Sub, all of the funds necessary to consummate the Company true Merger and complete copies the other Transactions and satisfy in full all obligations of Parent and Merger Sub hereunder, including (A) payment of the amounts payable pursuant to Article IV and (B) payment of all other fees and expenses of the Company, the Surviving Corporation, Parent, and Merger Sub in connection with the Merger and the other Transactions (collectively, “Financing Purposes”). (b) As of the date of this Agreement, Parent and Merger Sub have received (i) an executed equity commitment letters letter dated as of date of this Agreement (the “Equity Commitment Letter”) from the equity financing sources party thereto ( the “Equity Financing CommitmentsSources”) pursuant to which the Equity Financing Sources have committed to provide the amount of cash equity financing as set forth in the Equity Commitment Letter, subject to the terms and conditions set forth therein (the “Equity Financing”), and (ii) an executed debt commitment letter and executed fee letter associated therewith, each dated as of date of this Agreement (such commitment letter, and all attached exhibits, schedules, annexes that are delivered on date of this Agreement and amendments thereto permitted by the terms hereof and any fee letter delivered on date of this Agreement (which fee letter may be redacted as described below), collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”) from the lenders party thereto (collectively, the “Lenders”), pursuant to which the parties thereto Lenders have agreedcommitted, subject only to the terms and conditions precedent set forth therein in the Debt Commitment Letter, to provide to Parent the amount of financing set forth in the Debt Commitment Letter (the “Financing Conditions”)Debt Financing” and, to provide or cause to be provided together with the bank financing set forth therein for the purposes of financing the transactions contemplated herebyEquity Financing, including the Offer and the Merger (the “Financing”), for the Financing Purposes. The Equity Commitment Letter provides that the Company is an express third-party beneficiary thereto, solely for the purpose of seeking, and is entitled to seek, specific performance of Parent’s right to cause the Equity Commitment (as defined in the Equity Commitment Letter) to be funded thereunder (but in such case only as and to the extent permitted pursuant to, and subject to the terms and conditions of, the Equity Commitment Letter and Section 10.5(f)), and for no other purpose (including, without limitation, any claim for monetary damages) and, in connection therewith, the Company has the right to an injunction, or other appropriate form of specific performance or equitable relief, to cause Parent and Merger Sub to cause, or to directly cause, the Equity Financing Commitments are Sources to fund, directly or indirectly, the Equity Commitment as, and to the extent permitted by, the Equity Commitment Letter, in full force each case, when all of the conditions to funding the Equity Commitment set forth in the Equity Commitment Letter have been satisfied and as permitted by the exercise of the Company’s rights under Section 10.5(f). A true, correct and complete copy of each fully executed Commitment Letter as in effect on date of this Agreement has been provided to the Company. A true, correct and are complete copy of each fee letter and engagement letter related to the Debt Commitment Letter as in effect on date of this Agreement has been provided to the Company, except that the fees and other commercially sensitive information therein (including provisions in such fee letter related solely to fees, “flex terms” and economic terms) may have been redacted; provided, however, that no redacted term provides that the aggregate amount or net cash proceeds of the Financing set forth in the unredacted portion of the Debt Commitment Letter could be reduced below the amount necessary to consummate the Merger and the other Transactions, or adds any conditions, contingencies or affects the availability of all or any portion of the Debt Financing (other than any fees, expenses, original issue discounts and similar premiums and charges) or the enforceability of the Debt Commitment Letter. Parent and Merger Sub have fully paid (or caused to be paid) all commitment and other fees, if any, required by such Commitment Letters to be paid on or before date of this Agreement. As of date of this Agreement, each Commitment Letter is a legal, valid and binding obligations obligation of Parent and the Purchaser Parent, Merger Sub and, to the knowledge of Parent, each other party thereto, subject to the Bankruptcy and Equity Exception, and in full force and effect, has not been (other parties theretothan as permitted hereunder), amended, modified, withdrawn, terminated or rescinded in any respect, and no event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to constitute a breach thereunder on the part of Parent or Merger Sub. There are no conditions precedent side letters or other contingencies related agreements relating to the funding Commitment Letters that would (A) impair, delay or investing, as applicable, prevent the consummation of the full Transactions, (B) reduce the aggregate amount of the Debt Financing other than (unless such reduction is matched with an equal increase of the Equity Financing Conditions. under the Equity Commitment Letter), (C) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Debt Financing or (D) otherwise reasonably be expected to adversely affect the ability of Parent or Merger Sub to timely consummate the Purchaser have fully paid any and all commitment fees or other fees Transactions. Except as expressly set forth in connection with the Financing Commitments that are payable on or prior to the date hereof. As Equity Commitment Letter, as of the date hereof, there are no conditions precedent to the obligation of the Equity Financing Sources to provide the Equity Financing or any contingencies that would permit the Equity Financing Sources to reduce the total amount of Equity Financing. As of date of this Agreement, Parent does not have any reason to believe that any of the conditions to the Financing applicable to it will not be satisfied on a timely basis or that the Financing will not be available to Parent on the date on which the Closing should occur pursuant to Section 1.2. (c) Concurrently with the execution of this Agreement, the Guarantors have delivered to the Company the duly executed Guaranty. The Guaranty is in full force and effect, has not been amended or modified, and is a legal, valid, binding and enforceable obligation of the Guarantors. No event has occurred whichthat, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser under any Financing Commitment, and, as of the date hereof, neither Parent nor the Purchaser has any reasonable basis to believe that it will be unable to satisfy on a timely basis any material term or condition to be satisfied by it in any of the Financing Commitments on or prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws Guarantors under the Note in accordance with the term of the NoteGuaranty.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. a) Parent has delivered to the Company true true, correct and complete copies of (i) the executed bridge loan commitment letters letter (including all exhibits, schedules and annexes thereto, the “Bridge Commitment Letter”) from the Debt Financing CommitmentsSources party thereto, together with all related fee letters, engagement letters and other agreements (such letters and other agreements, together with the Bridge Commitment Letter, the “Bridge Debt Commitment Documents”), pursuant to which which, and subject to the parties terms and conditions thereof, the Debt Financing Sources party thereto have agreedcommitted 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 only to the terms and conditions precedent set forth 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 Letter of Credit, the “Debt Commitment Letters”) from the “Shareholder” identified therein (the “Financing ConditionsShareholder Lender”), together with all related fee letters, engagement letters and other agreements (such letters and other agreements, together with the Shareholder Loan Agreement, the “Shareholder Debt Commitment Documents”; and, the Shareholder Debt Commitment Documents, together with the Bridge Debt Commitment Documents and the Letter of Credit, collectively, the “Debt Commitment Documents”) (provided that, solely with respect to provide or cause any such fee letters included in the Bridge Debt Commitment Documents, the fee amounts (none of which affects conditionality) may be redacted from such true, correct and complete copies), pursuant to be provided which, and subject to the bank terms and conditions thereof, the Shareholder Lender party thereto has committed to lend the aggregate amount of debt financing set forth therein to Parent for the purposes purpose of financing funding the transactions contemplated herebyby this Agreement (together with any substitute debt financing pursuant to Section 6.11(d), including the Offer and the Merger (the “Shareholder Debt Financing” and together with the Bridge Debt Financing, the “Debt Financing”). The Financing Commitments . (b) As of the date hereof, the Debt Commitment Documents are in full force and effect and are have not been withdrawn or terminated or otherwise amended, supplemented or modified in any respect. Each of the Debt Commitment Documents, in the form so delivered, is a legal, valid and binding obligations obligation of Parent and the Purchaser and, to the knowledge Knowledge of Parent, the other parties thereto. There are no conditions precedent or other contingencies related thereto and enforceable in accordance with their respective terms against Parent and, to the funding or investingKnowledge of Parent, as applicable, against each of the full amount other parties thereto (except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). As of the Financing date hereof, other than the Debt Commitment Documents, there are no engagement letters, side letters, contracts or other agreements or arrangements relating to the Debt Financing Conditions. or to the ability of Parent to make a drawing on the Letter of Credit or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior issuer thereof to the date hereofhonor such drawing. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, (i) would constitute a default or breach on the part of Parent or Acquisition Sub, or, to the Purchaser Knowledge of Parent, on the part of any other party thereto, under any term, (ii) would, or would reasonably be expected to, result in a failure of any condition to the full funding under the Debt Commitment Letters or (iii) would, or would reasonably be expected to, otherwise result in any portion of the Debt Financing Commitmentor the Letter of Credit contemplated thereby to be unavailable on a timely basis, andand in any event, as not later than the Closing. As of the date hereof, neither Parent nor the Purchaser Acquisition Sub has any reasonable basis reason to believe that it will be unable to satisfy on a timely basis basis, and in any material event, not later than the Closing, any term or condition of the Debt Commitment Documents required to be satisfied by it it. Parent and/or Acquisition Sub have fully paid any and all commitment fees or other fees required by the Debt Commitment Documents to be paid on or before the date of this Agreement. Assuming the conditions set forth in Section 7.1 and Section 7.2(c) are satisfied or (to the extent permitted by Law) waived at Closing and assuming no breach by the Company of its representations, warranties and covenants hereunder such that the conditions set forth in Section 7.2 would fail to be satisfied, the aggregate proceeds from the Debt Financing (including, if applicable, the Letter of Credit) (after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect to the maximum amount of “flex” (including any original issue discount flex) provided for under the Debt Financing) when funded in accordance with the Debt Commitment Letters, together with cash on hand of Parent and its Subsidiaries, in the aggregate shall be sufficient to (i) fund all of the amounts required to be provided by Parent for the consummation of the transactions contemplated by this Agreement and (ii) satisfy all of Parent’s and Acquisition Sub’s obligations under this Agreement, including the payment of the Aggregate Merger Consideration and the payment of all Expenses of the Merger (including any repayment or refinancing of indebtedness of Parent, Acquisition Sub or the Company required in connection therewith (including any Debt Payoff Amount pursuant to Section 6.13). There are no conditions precedent or contingencies related to the funding or investing, as applicable, of the full amount of the Debt Financing Commitments on and the Letter of Credit at or prior to the Acceptance Time. Parent hasClosing, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of other than as expressly set forth in or contemplated by the draws under the Note in accordance with the term of the NoteDebt Commitment Letters.

Sufficient Funds. The aggregate proceeds contemplated by Prior to the Financing (as defined below)date of this Agreement, together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent has delivered to the Company true complete, correct and complete executed copies of executed commitment letters (i) the “Financing Commitments”)letter dated January 18, 2006, from Banc of America Securities LLC, Banc of America Bridge LLC, Bank of America, N.A., Bear ▇▇▇▇▇▇▇ & Co. Inc. and Bear ▇▇▇▇▇▇▇ Corporate Lending Inc., pursuant to which the parties thereto have agreedcommitted, subject only to the terms and conditions precedent set forth therein (the “Financing Conditions”)therein, to provide or cause to be provided debt financing of up to $2,075,000,000 in connection with the bank financing Transactions (the “Debt Commitments” ) and (ii) the letter dated January 18, 2006, from ▇▇▇▇ Capital Fund VIII, L.P. (“Bain”) pursuant to which Bain and or its Affiliates have committed, subject to the terms and conditions set forth therein for therein, to provide or cause to be provided equity financing of up to $500,000,000 in connection with the purposes Transactions (the “Equity Commitment” and, together with the Debt Commitments, the “Financing Commitments”), with respect to the financing of financing the transactions contemplated hereby, including the Offer and the Merger Transactions (the “Financing”), including all exhibits, schedules or amendments thereto. The Financing Commitments are in full force and effect effect, and are legal, valid and binding obligations of Parent and the Purchaser and, to the knowledge of Parent, the other parties thereto. There there are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of the Financing Financing, other than as set forth in or expressly contemplated by the Financing ConditionsCommitments. Parent or the Purchaser have fully paid any and all commitment fees or other fees in connection with The aggregate proceeds contemplated by the Financing Commitments that are payable on or prior will be sufficient for Parent and Merger Sub to pay for all outstanding Shares converted into cash pursuant to the date hereofMerger, 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. As Assuming the accuracy of the date hereof, no event has occurred which, with or without notice, lapse representations and warranties of time or both, would constitute a default or breach on the part of Parent or the Purchaser under any Financing Commitment, andCompany set forth in Article IV, as of the date hereof, neither of this Agreement Parent nor the Purchaser has any reasonable basis and Merger Sub have no reason to believe that it will be unable to satisfy on a timely basis any material term or condition to be satisfied by it in any of the Financing Commitments on or prior conditions precedent to the Acceptance Time. Parent has, together Financing will not be satisfied in connection with Parent’s current cash on hand and existing credit facility, sufficient funds the consummation of the Transactions or that the Financing will not be available to timely fund each of Parent and/or Merger Sub on the draws under the Note in accordance with the term of the NoteClosing Date.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent has delivered to the Company true complete, correct and complete fully executed copies of executed a commitment letters letter and a related fee letter (which in the case of such fee letter may be subject to redaction in a customary manner with respect to fee amounts, including fee amounts in any flex terms) (collectively, the “Commitment Letter”) from the Financing Commitments”), Sources pursuant to which the parties thereto Financing Sources have agreedcommitted to provide to Parent and Merger Sub, upon the terms and subject only to the conditions precedent set forth therein (therein, debt financing in the “Financing Conditions”), to provide or cause to be provided the bank financing amounts set forth therein for the purposes of financing the transactions contemplated herebyby this Agreement, including the Offer and the Merger paying related fees and expenses (such debt financing, the “Initial Financing”). The Financing Commitments are As of the date hereof, the Commitment Letter is in full force and effect and are legal, is a valid and binding obligations obligation of Parent and the Purchaser and, to the knowledge of Parent, the other parties thereto. There are no conditions precedent or other contingencies related , in each case subject to the funding or investingapplicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as applicableto enforceability, to general principles of the full amount equity, regardless of the Financing other than the Financing Conditions. Parent whether enforcement is sought in a proceeding at law or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereofequity. As of the date hereof, the Commitment Letter has not been amended or modified in any material respect, and, to the knowledge of Parent, the commitments contained in the Commitment Letter have not been withdrawn, rescinded or otherwise modified in any material respect. Subject to the terms and conditions of the Commitment Letter, the aggregate proceeds of the Initial Financing, together with Parent’s unrestricted cash on hand, are in an aggregate amount sufficient to pay all obligations of Parent and Merger Sub hereunder, including (a) the amounts payable pursuant to Section 1.4(e), and (b) all of the out-of-pocket costs of Parent, Merger Sub and the Surviving Company arising from the consummation of the transactions contemplated by this Agreement and there will be no restriction on the use of such cash for such purposes. The Commitment Letter delivered to the Company contains all of the conditions precedent to the obligations of the parties thereunder to fund the full amount of the Initial Financing contemplated by the Commitment Letter. Other than the Commitment Letter itself (including the redacted fee letter provided to the Company as of the date hereof) and other than certain customary engagement letters and confidentiality agreements with respect to the Initial Financing, there are no other fee letters, engagement letters, side letters, agreements, contracts or other arrangements relating to the Commitment Letter. As of the date hereof, assuming the condition set forth in Section 5.3(a) is satisfied, no event has occurred which, with or without notice, lapse of time or both, would constitute or reasonably be expected to constitute a default or breach on the part of Parent or the Purchaser under any material term of, or a failure of any condition or inability to satisfy any conditions precedent to funding the full amount of the Initial Financing Commitmentunder, and, as the Commitment Letter or otherwise result in any portion of the Initial Financing to be unavailable or materially delayed. As of the date hereof, neither and assuming that the conditions set forth in Section 5.1 and Section 5.3 are satisfied, Parent nor the Purchaser has any reasonable basis does not have reason to believe that it will be unable to satisfy on a timely basis any material term or condition to the Initial Financing under the Commitment Letter required to be satisfied by it in any of the Financing Commitments on at or prior to the Acceptance TimeClosing, or that any portion of the Initial Financing contemplated thereby will be unavailable to Parent at the Closing. Parent has, together has fully paid any and all commitment fees or other fees in connection with Parent’s current cash the Commitment Letter that are due and payable on hand or before the date of this Agreement. Each of Parent and existing credit facility, sufficient funds available Merger Sub affirms that it is not a condition to timely fund each the Closing or to any of its other obligations under this Agreement (including consummating the Merger) that Parent and/or Merger Sub (or the Surviving Company) obtain financing for or related to any of the draws under the Note in accordance with the term of the Notetransactions contemplated by this Agreement.

Sufficient Funds. (a) The aggregate proceeds Buyer has received and accepted and agreed to a commitment letter dated February 6, 2008 (the “Debt Commitment Letter”) from Jefferies Finance LLC (the “Lender”) relating to the commitment of the Lender to provide no less than $140,000,000 and no more than $155,000,000 of first lien term loans, no less than $40,000,000 and no more than $85,000,000 of second lien term loans and a $25,000,000 revolving credit facility to consummate the transactions contemplated by this Agreement on the Financing terms contemplated by this Agreement (as defined belowsuch debt financing, the “Debt Financing”). (b) The Buyer has received and accepted and agreed to a commitment letter dated February 6, 2008 (the “Equity Commitment Letter”) from MBF Healthcare Partners, L.P. (“Equity Investor”) relating to the commitment by Equity Investor to provide cash equity in an aggregate amount of up to $50,000,000 to consummate the transactions contemplated by this Agreement on the terms contemplated by this Agreement of which the Sellers are a third party beneficiary. The Equity Commitment Letter, together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and Debt Commitment Letter are referred to as the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness “Commitment Letters”. The commitment of the Company outstanding Equity Investor to provide cash equity is referred to as of the Effective Time. Parent has delivered to “Cash Equity” and, together with the Company true Debt Financing, the “Financing.” (c) True and complete copies of the executed commitment letters (the “Financing Commitments”), pursuant to which the parties thereto Commitment Letters have agreed, subject only been provided to the conditions precedent set forth therein Sellers. (d) Subject to its terms and conditions, the “Financing Conditions”)Financing, together with the Closing Date Cash, shall provide the Buyer with acquisition financing on the Closing Date sufficient to provide or cause to be provided the bank financing set forth therein for the purposes of financing consummate the transactions contemplated herebyby this Agreement on the terms contemplated by this Agreement and to pay related fees and expenses. (e) The Commitment Letters are valid, including binding on the Offer Buyer, and the Merger (the “Financing”). The Financing Commitments are in full force and effect and are legal, valid and binding obligations of Parent and the Purchaser and, to the knowledge of Parent, the other parties thereto. There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of the Financing other than the Financing Conditions. Parent or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach or an incurable failure to satisfy a condition precedent on the part of Parent or the Purchaser Buyer under any Financing Commitment, and, as the terms and conditions of the date hereof, neither Parent nor the Purchaser Commitment Letters. The Buyer has paid in full any reasonable basis to believe that it will be unable to satisfy on a timely basis any material term and all commitment fees or condition other fees required to be satisfied by it in any paid pursuant to the terms of the Financing Commitments Commitment Letters on or prior before the date of this Agreement. There are no conditions precedent or other contingencies related to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each funding of the draws under the Note in accordance with the term full amount of the NoteFinancing, other than as set forth in the Commitment Letters.

Sufficient Funds. (a) The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent has Class B Purchasers have delivered to the Company true correct and complete copies of (i) the executed commitment Credit Agreement (including the schedules and exhibits thereto, and any related fee letters (subject to customary redaction of fees and flex provisions, but only to the “extent relating exclusively to pricing terms by the Financing Commitments”Parties party thereto) in connection therewith), among the Class B Purchasers and lenders party thereto, pursuant to which the parties lenders party thereto have agreed, subject only severally committed to provide the conditions precedent debt financing set forth therein in an aggregate amount of $550,300,000 at the Initial Closing and the Additional Closing (“Debt Financing”) and (ii) the executed equity commitment letter (the “Equity Commitment Letter,” and the equity financing set forth therein (“Equity Financing,” and together with the “Financing Conditions”)Debt Financing, to provide or cause to be provided the bank financing set forth therein for the purposes of financing the transactions contemplated hereby, including the Offer and the Merger (the “Financing”)) from the Sponsor to provide Equity Financing of at least $287,705,954.39 at the Initial Closing and the Additional Closing. The Financing Commitments are Equity Commitment Letter provides that each of the Company and NEP is a third party beneficiary thereof. (b) As of the Execution Date, (i) each of the Credit Agreement and the Equity Commitment Letter is in full force and effect and are legal, valid has not been amended or modified in any respect and binding obligations of Parent (ii) the respective commitments contained in the Credit Agreement and the Purchaser Equity Commitment Letter have not been withdrawn, modified, reduced, or rescinded in any respect. As of the Execution Date, each of the Credit Agreement and the Equity Commitment Letter constitutes a valid, binding, and enforceable obligation of the Class B Purchasers, and, to the knowledge Knowledge of Parentthe Class B Purchasers, the other Credit Agreement constitutes a valid, binding, and enforceable obligation of the applicable Financing Parties and the Equity Commitment Letter constitutes a valid, binding, and enforceable obligation of the Sponsor to provide the Financing contemplated thereby, subject, in each case, only to the satisfaction or waiver of the conditions set forth therein in accordance with the terms thereof, except, in each case, as may be limited by Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding at law or in equity). Each of the Credit Agreement and the Equity Commitment Letter constitutes the entire agreement between the parties thereto. There are no conditions precedent or other contingencies thereto related to the funding Financings contemplated thereby, and there are no side letters, other agreements, or investing, as applicable, of other arrangements that would permit the full applicable parties to the Credit Agreement or the Equity Commitment Letter to reduce the amount of the Financing other than or that would otherwise affect the availability of the Financing Conditions. Parent on the Initial Closing Date or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereofAdditional Closing Date. As of the date hereofExecution Date, no event has occurred whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute a default or breach on the part of Parent the Class B Purchasers under the Credit Agreement or the Purchaser under any Financing CommitmentEquity Commitment Letter or, and, as to the Knowledge of the date hereofClass B Purchasers, neither Parent nor any other party to the Purchaser has any reasonable basis to believe that it will be unable Credit Agreement or the Equity Commitment Letter, (B) constitute or result in a failure to satisfy on a timely basis any material term condition or condition to be satisfied by it other contingency set forth in the Credit Agreement or the Equity Commitment Letter, or (C) otherwise result in any portion of the Financing Commitments not being available. The Class B Purchasers have fully paid any and all commitment fees or other fees required by the Credit Agreement and the Equity Commitment Letter, any related fee letter, and any other document entered into in connection with, or related thereto, to be paid on or before the Execution Date. (c) The aggregate proceeds from the Financing, assuming such proceeds are funded in accordance with the terms of the Equity Commitment Letter and the Credit Agreement, constitute all of the financing required by the Class B Purchasers to consummate the transactions, and satisfy their obligations, contemplated by this Agreement, including the payment of the Initial Aggregate Class B Purchase Price at the Initial Closing and the Additional Aggregate Class B Purchase Price at the Additional Closing, and payment of all fees and expenses of the Class B Purchasers due and payable in connection with the Initial Closing and the Additional Closing. The Credit Agreement contains all of the conditions precedent to the obligations of the Financing Parties thereunder to make the Debt Financing contemplated thereby available to Class B Purchasers at or prior to the Acceptance TimeInitial Closing and the Additional Closing, there are no other conditions precedent to such funding, and the Class B Purchasers do not know of any facts or circumstances that could reasonably be expected to result in the failure of any of the conditions set forth in the Credit Agreement to be satisfied at the Initial Closing and the Additional Closing. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds The Equity Commitment Letter contains all of the conditions precedent to the obligations of the Sponsor to make the Equity Financing available to timely fund each Class B Purchasers at or prior to the Initial Closing and the Additional Closing, there are no other conditions precedent to such funding, and the Class B Purchasers do not know of any facts or circumstances that could reasonably be expected to result in the failure of any of the draws under conditions set forth in the Note in accordance with Equity Commitment Letter to be satisfied at the term of Initial Closing and the NoteAdditional Closing.

Sufficient Funds. The aggregate proceeds contemplated by Buyer has, on the Financing (as defined below)date hereof, together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept commitments for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness all of the Company outstanding as funds required in order to complete this transaction on the terms contained in this Agreement. Without limitation of the Effective Time. Parent has delivered to the Company true foregoing, attached as Schedule 5.5 hereto are complete and complete accurate copies of executed (i) an equity commitment letters letter (the “Financing CommitmentsEquity Commitment Letter”)) from ▇▇▇▇ Capital Fund VIII, pursuant to which the parties thereto have agreedL.P., subject only to the conditions precedent set forth therein and (ii) a debt commitment letter (the “Financing ConditionsDebt Commitment Letter”), ) from the financial institutions identified therein with respect to provide or cause to be provided the bank financing set forth therein for the purposes of financing the transactions contemplated hereby, including the Offer hereby (such equity and the Merger (debt commitments collectively being the “Financing”). The Financing Commitments Subject to their terms and conditions, the Financing, together with all other funds of Buyer, is sufficient to allow Buyer to pay the full Merger Price and to satisfy in cash all other obligations of Buyer required to be satisfied at the Closing, including discharge of all Indebtedness and Transaction Expenses to the extent required. As of the date hereof, 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 ▇.▇. ▇▇▇▇▇▇ Securities, Inc., Citigroup Global Markets and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇ 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 Letter and the Debt Commitment Letter are in full force and effect and are legal, valid and binding obligations of Parent and the Purchaser and, to the knowledge of Parent, the other parties thereto. There are no conditions precedent have not been modified or other contingencies related to the funding or investing, as applicable, of the full amount of the Financing other than the Financing Conditions. Parent or the Purchaser have fully paid amended in any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereofrespect. 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 event reason to believe that such Financing shall not be available or that the equity and debt commitments shall not be funded, and Buyer has occurred which, not made any material misrepresentation with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser under any Financing Commitment, and, as respect to Buyer in connection with obtaining such equity and debt financing commitments. As of the date hereof, neither Parent nor assuming the Purchaser 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 any reasonable basis no reason to believe that it will be unable there are any conditions to satisfy on a timely basis any material term the payment of such cash or condition to the drawing of such credit facilities which cannot be satisfied by it in any Buyer as of the Financing Commitments on or prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws under the Note in accordance with the term of the NoteClosing Date.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand a) R1 and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent has have delivered to the Company true true, correct, and complete copies of (i) executed commitment letters from each of the financial institutions identified therein, dated as of the date hereof (including all exhibits, schedules and annexes thereto, the “Senior Debt Commitment Letter”), (ii) executed commitment letters from each of the subordinated lenders identified therein, dated as of the date hereof (including all exhibits, schedules and annexes thereto, the “Subordinated Debt Commitment Letter” and together with the Senior Debt Commitment Letter, the “Debt Commitment 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 Fee Letter, together the “Commitment Letters”, and the commitments under the Debt Commitment Letter, the “Debt Financing Commitments” or the “Financing Commitments”), pursuant to which the parties thereto have agreedwhich, and subject only to the terms and conditions precedent of which, the lenders party thereto (the “Lenders”) have committed to lend the amounts set forth therein to Parent (the “Financing Conditions”), to provide Debt Financing” or cause to be provided the bank financing set forth therein for the purposes of financing the transactions contemplated hereby, including the Offer and the Merger (the “Financing”). . (b) The Financing Commitments Commitment Letters are in full force and effect and have not been withdrawn, rescinded, or terminated, or otherwise amended or modified in any respect and are a legal, valid and binding obligations obligation of Parent and the Purchaser and, to the knowledge of Parent, the other parties thereto, enforceable in accordance with their terms except as may be limited by the Enforceability Exceptions. There Other than the Commitment Letters and the Fee Letter, there are no conditions precedent other agreements, side letters or other contingencies related arrangements relating to the funding or investing, as applicable, Financing Commitments that would affect the availability of the full amount Financing. Neither R1, Parent nor Merger Sub is in breach of any of the Financing other than terms or conditions set forth in the Commitment Letters. As of the date of this Agreement and assuming the closing conditions set forth in Section 7.01 and Section 7.02 have been satisfied and compliance in all material respects by the Company with Section 6.12, neither R1, Parent nor Merger Sub is aware nor has any reason to believe that any of the conditions to the Financing Conditions. required to be satisfied by such party will not be satisfied on or prior to the date on which the Closing would otherwise occur pursuant to this Agreement, or that the Financing will not be available to R1, Parent or Merger Sub on the Purchaser have date on which the Closing would otherwise occur pursuant to this Agreement. R1, Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with required by the Financing Commitments that are payable to be paid on or prior before the date of this Agreement. Assuming the closing conditions set forth in Article VII and the Commitment Letters have been satisfied and compliance in all material respects by the Company with Section 6.12, and assuming the Financing is funded in accordance with the terms of the Commitment Letters, the aggregate proceeds from the Financing, together with cash on hand, will be sufficient for satisfaction of all of Parent’s obligations under this Agreement in an amount sufficient to consummate the Transactions, including the payment of the Final Cash Merger Consideration, repayment of the Funded Indebtedness, and the payment of all associated costs and expenses (including, without limitation, the Company Transaction Expenses) (collectively, the “Required Amount”). The Commitment Letters contain all of the conditions precedent to the date hereofobligations of the parties thereunder to make the full amount of the Financing available to Parent on the terms set forth therein. As of the date hereofof this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser under any Financing Commitment, and, as of the date hereof, neither Parent nor the Purchaser has any reasonable basis to believe that it will be unable to satisfy on a timely basis any material term or condition to be satisfied by it in any none of the Financing Commitments on has been terminated or prior withdrawn and no Lender has notified R1, Parent or Merger Sub in writing of its intention to terminate or withdraw the Acceptance Time. Debt Financing Commitments. (c) The obligations of R1, Parent hasand Merger Sub under this Agreement are not subject to any conditions regarding R1’s, together with Parent’s, Merger Sub’s, their respective Affiliates’, or any other Person’s current cash on hand and existing credit facility, sufficient funds available ability to timely fund each obtain financing for the consummation of the draws under the Note in accordance with the term of the NoteTransactions contemplated hereby.

Sufficient Funds. The aggregate proceeds contemplated by (a) Buyer at the Financing (as defined below), together with Parent’s current Closing will have sufficient cash on hand and existing credit facility, will provide Parent with sufficient or other sources of immediately available funds to perform all obligations of Buyer required to be performed at the Acceptance Time Closing, including (i) payment of the Estimated Purchase Price and any amounts which, by the Effective Time terms of this Agreement, reduce the proceeds otherwise payable to cause Seller hereunder, (ii) satisfaction of all the Purchaser to accept for other payment the validly tendered Shares and to consummate the Merger, as applicableobligations of Buyer contemplated hereunder, and to repay the indebtedness (iii) payment of all of the Company outstanding as out-of-pocket costs of Buyer arising out of or relating to the consummation of the Effective Time. Parent transactions contemplated by this Agreement. (b) Concurrently with the execution and delivery of this Agreement, Buyer has delivered entered into and provided to the Company true and complete copies of fully executed debt commitment letters and each executed fee letter referred to therein (provided that fee amounts, pricing flex, market flex and other terms may be redacted in a customary manner (but none of which redacted provisions adversely affect the availability of, impose additional conditions on, impair the validity of, or prevent or delay the consummation of, the Debt Financing at the Closing)) (including all amendments, exhibits, attachments, appendices, joinders and schedules thereto, the “Financing CommitmentsDebt Commitment Letters”), in each case, as the same may be amended, modified or replaced pursuant to which the parties thereto have agreedterms thereof) from the Lenders relating to the respective commitments of the Lenders, upon the terms and subject only to the conditions precedent set forth therein, to provide Buyer with debt financing in the amount set forth therein (the “Financing ConditionsNew Debt Financing”, and together with amounts available to be borrowed under the revolving credit facility in the Existing Buyer Credit Agreement (the “RLC Debt Financing”), to provide or cause to be provided the bank financing set forth therein “Debt Financing”) for the purposes purpose of financing funding a portion of the transactions contemplated hereby. (c) Except as expressly set forth in the Debt Commitment Letters there are no conditions (precedent or otherwise, including “market flex” provisions) to the Offer obligations of the applicable counterparties thereto to provide the full amount of the applicable New Debt Financing, and no amendments or modifications to the Existing Buyer Credit Agreement shall be required to effect the transactions contemplated by this Agreement (other than to effect the New Debt Financing). Except as expressly set forth in Section 5.02 of the Existing Buyer Credit Agreement, there are no conditions (precedent or otherwise) to the obligations of the applicable counterparties thereto to provide the full amount of the applicable RLC Debt Financing. Other than the Debt Commitment Letters, there are no Contracts (including side letters) between any of the providers of the New Debt Financing or their respective Affiliates, on the one hand, and Buyer or its Affiliates, on the other hand, that adversely affect in any material manner the funding of all or any portion of the New Debt Financing necessary to fund, together with the RLC Debt Financing and cash on hand, the Closing Payments other than as expressly contained in the Debt Commitment Letters and delivered to the Company prior to the execution and delivery of this Agreement. Other than the Existing Buyer Credit Agreement, there are no Contracts (including side letters) between any of the providers of the RLC Debt Financing or their respective Affiliates, on the one hand, and Buyer or its Affiliates, on the other hand, that adversely affect in any material manner the funding of all or any portion of the Debt Financing necessary to fund the Closing Payments other than as expressly contained in the RLC Credit Agreement and delivered to the Company prior to the execution and delivery of this Agreement. As of the date hereof, each Debt Commitment Letter and the Merger Existing Buyer Credit Agreement (the “Financing”). The Financing Commitments are x) (i) is in full force and effect and are effect, (ii) is a legal, valid and binding obligations obligation of Parent and the Purchaser Buyer and, to the knowledge Knowledge of Parent, the other parties thereto. There are no conditions precedent or other contingencies related to the funding or investing, as applicableBuyer, of the full amount Lenders party thereto, and (iii) is enforceable in accordance with their respective terms against Buyer and, to the Knowledge of Buyer, each of the Financing Lenders party thereto, except to the extent that such enforceability may be limited by the application of bankruptcy, moratorium and other laws affecting creditors’ rights generally and as limited by the availability of specific performance and the application of equitable principles (y) each of the Debt Commitment Letters has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no amendment or modification thereof is contemplated (except for any amendment, modification or supplementation to add lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Commitment Letters as of the date hereof or other amendments expressly contemplated in the Debt Commitment Letter as in effect on the date hereof), other than the Financing Conditionsexercise of “market flex” terms expressly provided for in the Debt Commitment Letters and (z) the Existing Buyer Credit Agreement has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no amendment or modification with respect to the availability of funds in respect of the transactions contemplated hereby is contemplated (other than to effect the commitments under the applicable Debt Commitment Letter). Parent or the Purchaser have Buyer has fully paid any and all commitment fees or other fees in connection with the Financing Commitments Debt Commitment Letters or the Existing Buyer Credit Agreement that are payable by it or any of its Affiliates on or prior to the date hereof. . (d) As of the date hereofof this Agreement, Buyer is not, nor, to the Knowledge of Buyer, is any other party to any Debt Commitment Letter, in default or breach (whether or not with the giving of notice, lapse of time or both) and no event event, fact or circumstances has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach of any Debt Commitment Letters or the Existing Credit Agreement on the part of Parent Buyer or, to Buyer’s Knowledge, any other parties thereto under the Debt Commitment Letter or the Purchaser under any Financing Commitment, andExisting Credit Agreement, as applicable. As of the date hereofof this Agreement, neither Parent nor the Purchaser Buyer has any reasonable basis no reason to believe that it the Debt Financing will not be unable available and sufficient to satisfy fund, together with the RLC Debt Financing and cash on hand the aggregate amounts payable by Buyer on the Closing Date (including as a timely basis result of a default or “Event of Default” under the Existing Buyer Credit Agreement) pursuant to Article 1 (assuming for the purpose of this Section 5.04 that the conditions contained in Sections 2.1 and 2.2 would be satisfied) and all costs and expenses required to be paid in connection with the consummation of the transactions contemplated by this Agreement by Buyer (collectively, “Closing Payments”). As of the date of this Agreement, Buyer does not have any material term or condition reason to believe that any of the conditions to the Debt Financing contemplated by the Debt Commitment Letters and the Existing Buyer Credit Agreement required to be satisfied by it or any of the Lenders will not be satisfied on a timely basis. As of the date of this Agreement, none of the Lenders has notified Buyer or any of its Affiliates of their intention to terminate all or a portion of the Debt Commitment Letters or the Existing Credit Agreement or not provide the Debt Financing in whole or in part, or of any actual or potential breach or default on the part of such Person or any other party to any of the Debt Commitment Letters or Existing Credit Agreement or any actual or potential failure to satisfy any condition precedent set forth in any of the Financing Commitments on Debt Commitment Letters or prior to Existing Buyer Credit Agreement. (e) For the Acceptance Time. Parent hasavoidance of doubt, together with Parent’s current cash on hand Buyer expressly acknowledges and existing credit facility, sufficient funds available to timely fund each agrees that none of its obligations hereunder is conditioned in any manner upon Buyer obtaining any financing (including the draws under the Note in accordance with the term of the NoteDebt Financing).

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent has delivered to the Company true and complete a) Exhibit B sets forth copies of executed commitment letters from Credit Suisse Securities (USA) LLC, Credit Suisse AG, UBS Securities LLC, UBS Loan Finance LLC, Barclays Capital and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (collectively, the “Financing Commitments”), pursuant to which which, and subject to the terms and conditions of which, the lender parties thereto have agreed, subject only committed to lend the conditions precedent amounts set forth therein (the “Financing Conditions”), to provide or cause to be provided the bank financing set forth therein Buyer for the purposes purpose of financing funding the transactions contemplated hereby, including the Offer and the Merger by this Agreement (the “Financing”). The . (b) As of the date of this Agreement, the Financing Commitments are in full force and effect and are have not been withdrawn or terminated, or otherwise amended or modified in any respect. Each of the Financing Commitments, in the form so delivered, is a legal, valid and binding obligations obligation of Parent and the Purchaser Buyer and, to the knowledge of ParentBuyer, the other parties thereto. There are no conditions precedent other agreements, side letters or other contingencies related arrangements relating to the funding or investing, as applicable, of the full amount of the Financing other than the Financing Conditions. Parent or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to could affect the date hereof. As availability of the date hereof, no Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser Buyer under any term or condition of the Financing CommitmentCommitments, and, as assuming the accuracy of the date hereofrepresentations and warranties of the Seller set forth herein and compliance in all material respects by the Seller with Sections 6.1 and 6.11, neither Parent nor the Purchaser Buyer has any reasonable basis no reason to believe that it will be unable to satisfy satisfy, on a timely basis basis, any material term or condition of closing to be satisfied by it it, contained in the Financing Commitments. Buyer has fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or before the date of this Agreement. Assuming the accuracy of the representations and warranties of the Seller set forth herein and compliance in all material respects by the Seller with Sections 6.1 and 6.11, the aggregate proceeds from the Financing, together will cash and borrowings under existing credit facilities, and are sufficient for satisfaction of all of Buyer’s obligations under this Agreement in an amount sufficient to consummate the transactions contemplated by this Agreement, including the payment of the Net Purchase Price and the payment of all associated costs and expenses (including any required refinancing of indebtedness of Buyer, the “Required Amount”). The Financing Commitments contain all of the conditions precedent to the obligations of the parties thereunder to make the Financing available to Buyer on the terms set forth therein. As of the date of this Agreement, none of the Financing Commitments has been withdrawn and Buyer does not know of any facts or circumstances that may be expected to result in any of the conditions set forth in the Financing Commitments on not being satisfied. To the extent this Agreement must be in a form acceptable to any lender providing Financing, such lender or prior lenders have approved this Agreement. (c) Buyer’s obligations under this Agreement are not subject to any conditions regarding Buyer’s, its Affiliates’, or any other Person’s ability to obtain financing for the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each consummation of the draws under the Note in accordance with the term of the Notetransactions contemplated hereby.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent has Purchasing Parties have delivered to the Company Seller Parent true and complete copies of (i) an executed commitment letter from Purchaser Guarantor (the “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”), pursuant to which the parties thereto have agreed, subject only to the conditions precedent set forth therein (the “Financing Conditions”), Citigroup Global Markets Inc. has agreed to provide or cause to be provided at least $505,000,000 at Closing (the bank financing set forth therein for “Debt Financing”, and, together with the purposes of financing the transactions contemplated herebyEquity Financing, including the Offer and the Merger (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 are has been or will be amended or modified, and the respective commitments contained in the Equity Funding Letter and the Financing Commitments have not been withdrawn or rescinded in any respect as of the date of this Agreement. Except to the extent amended in accordance with its terms, the Equity Funding Letter is in full force and effect and are is a legal, valid and binding obligations obligation of Parent the Purchasing Parties that are party thereto and the Purchaser other party thereto. Each of the Financing Commitments is in full force and effect and is a legal, valid and binding obligation of the Purchasing Parties and, to the knowledge of Parentthe Purchasing Parties, the other parties thereto. There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of the Financing other than the Financing Conditions. Parent or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof. As of the date hereofof this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent the Purchasing Parties or their respective Affiliates under any term or condition of the Equity Funding Letter or the Purchaser under any Financing CommitmentCommitments. There are no conditions precedent relating to the funding of the full amount of the Financing, and, other than as set forth in the Equity Funding Letter and the Financing Commitments. As of the date hereofof this Agreement, neither Parent nor the Purchaser has any reasonable basis Purchasing Parties have no reason to believe that it will be unable to satisfy on a timely basis any material term or condition to be satisfied by it in any of the conditions relating to the funding of the full amount of the Financing Commitments will not be satisfied on or prior to the Acceptance TimeClosing Date. Parent hasThe 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, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws under the Note when funded in accordance with the term Equity Funding Letter and the Financing Commitments, will provide Purchaser with funds sufficient to consummate the Acquisition and the other transactions contemplated by this Agreement and to pay all related fees and expenses. The fees and expenses of the NotePurchasing Parties in connection with the Acquisition, the Financing and any related transactions will not exceed the amount set forth on Section 4.05 of the Company Disclosure Letter.

Sufficient Funds. The aggregate proceeds contemplated At the Effective Time, assuming the satisfaction of the closing conditions in Section 7.2 and performance by the Company in all material respects of its obligations under Section 5.1, the net proceeds from the Financing (as defined below)will, together with Parent’s current the cash on hand and existing credit facilityor cash equivalents available to the Company, will provide Parent with in the aggregate be sufficient funds at the Acceptance Time for Merger Sub and the Effective Time Surviving Corporation to cause the Purchaser to accept for payment the validly tendered Shares and to (i) consummate the Merger, as applicable, and (ii) pay or refinance all Company debt that is required to repay the indebtedness be paid or refinanced upon consummation of the Merger pursuant to the Debt Financing Commitments and (iii) to pay all fees and expenses incurred by Parent, Merger Sub and the Company outstanding as of (including the Effective TimeSpecial Committee) in connection with this Agreement and the Transaction upon the terms and conditions contemplated by this Agreement. Parent has delivered to the Company true Company, as of the date of this Agreement, true, complete and complete correct copies of (i) executed commitment letters (the “Debt Financing Commitments”), pursuant to which the lender parties thereto (together with their officers, employees, directors, affiliates, partners, controlling parties, advisors, agents and representatives, the “Financing Sources”) have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”), and (ii) an executed equity commitment letter (the “Equity Financing Commitment”, and together with the Debt Financing Commitments, the “Financing Commitments”), pursuant to which the parties thereto ▇▇▇▇▇▇ ▇. ▇▇▇ Equity Fund VI, L.P. have agreedcommitted, subject only to the terms and conditions precedent thereof, to invest the amount set forth therein (the “Financing ConditionsEquity Financing”), to provide or cause to be provided and together with the bank financing set forth therein for the purposes of financing the transactions contemplated herebyDebt Financing, including the Offer and the Merger (the “Financing”). The Financing Commitments are in full force and effect as of the date of this Agreement, and are legal, valid and binding obligations of Parent and the Purchaser and, to the knowledge of Parent, the other parties thereto. There are no conditions precedent or other contingencies related to the funding or investing, as applicable, As of the full amount date hereof, no material amendment or material modification of the Financing other than Commitments has been or made and the respective commitments contained in the Financing ConditionsCommitments have not been withdrawn or rescinded in any respect. Parent or the Purchaser have Merger Sub has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser Merger Sub under any Financing Commitment; provided, and, that Parent and Merger Sub are not making any representations regarding the effect of the inaccuracy of the representations and warranties set forth in Article III; and as of the date hereofof this Agreement, assuming the accuracy of the representations and warranties set forth in Article III and performance by the Company in all material respects of its obligations under Section 5.1, neither Parent nor the Purchaser Merger Sub has any reasonable basis to believe that it will be unable to satisfy on a timely basis any material term or condition of Closing to be satisfied by it in any of the Financing Commitments on or prior to the Acceptance TimeClosing Date. Parent hasThere are no precedent conditions related to the funding or investing, together with Parent’s current cash on hand and existing credit facilityas applicable, sufficient funds available to timely fund each of the draws full amount of the Financing other than as expressly set forth in or contemplated by the Financing Commitments. As of the date hereof, there are no side letters or other agreements, contracts or arrangements (except for customary fee letters and engagement letters) related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in or contemplated by the Debt Financing Commitments. Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company the Guaranty. The obligations of Parent and Merger Sub under this Agreement and the obligations of the Guarantor under the Note Guaranty are not contingent in accordance with any respect upon the term funding of the Noteamounts contemplated to be funded pursuant to the Financing Commitments.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause Section 5.10 of the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding Disclosure Schedule sets forth as of the Effective Time. Parent has delivered to date hereof a complete and accurate copy of (a) the Company true and complete copies of executed commitment letters letter (the “Financing CommitmentsEquity Commitment Letter”) from the investor named therein (the “Investor”), pursuant to which Investor has committed to invest the parties thereto have agreed, subject only to the conditions precedent amount set forth therein (the “Financing ConditionsEquity Financing”), (b) the executed commitment letter (the “Debt Commitment Letter”) from the lender named therein (the “Lender”) pursuant to provide or cause which the Lender has agreed to be provided lend the bank financing amounts set forth therein for (the purposes of financing “Debt Financing”, and together with the transactions contemplated herebyEquity Financing, including the Offer and the Merger (the “Financing”), (c) the executed Contribution Agreement and (d) the executed Rollover Agreement. Subject to the terms and conditions of the Debt Commitment Letter and this Agreement, the aggregate proceeds of the Financing together with Purchaser’s cash on hand (as of the date hereof, as of the Acceptance Date and as of the Closing Date) as of the Closing will be sufficient to fully fund all of Purchaser’s and Sub’s obligations under this Agreement, including payment of the aggregate Offer Price, the Merger Consideration, the Option Consideration, the repurchase of the Convertible Notes in accordance with a “Fundamental Change” offer to be made pursuant to the terms of the Indenture (assuming all holders of Convertible Notes accept such offer) and the payment of all fees and expenses related to the Contemplated Transactions and which are due at the Closing. There are no (i) conditions precedent to the obligation of Investor to fund the Equity Financing, (ii) conditions precedent to the obligations of the Contributing Stockholders to contribute their Excluded Shares to Sub prior to the Effective Time, (iii) conditions precedent to the obligations of the stockholders under the Rollover Agreements to transfer their Rollover Shares to Sub prior to the Effective Time, or (iv) material or substantive conditions precedent to the obligation of the Lender to fund the Debt Financing, in each case other than as stated in the Equity Commitment Letter, the Debt Commitment Letter, the Contribution Agreement and the Rollover Agreements, as applicable. There are no other agreements, side letters or arrangements that would permit Investor or the Lender to reduce the amount of the Equity Financing or the Debt Financing, respectively, or that could otherwise affect the availability of the Equity Financing or the Debt Financing or that could prevent or delay the transactions contemplated by the Contribution Agreement or the Rollover Agreements. The Financing Commitments Equity Commitment Letter has been duly executed and delivered by, and is a valid and binding obligation of, Purchaser and Investor, subject to the Enforceability Exceptions. The Debt Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Purchaser and the Lender, subject to the Enforceability Exceptions. The Contribution Agreement has been duly executed and delivered by, and is a valid and binding obligation of, Purchaser and the Contributing Stockholders as well as their respective heirs, beneficiaries, devises, legatees and others claiming any right or interest through such stockholder. The Rollover Agreements have been duly executed and delivered by, and are a valid and binding obligation of, Purchaser and the stockholders named therein as well as their respective heirs, beneficiaries, devises, legatees and others claiming any right or interest through such stockholder. As of the date hereof, the Equity Commitment Letter, the Debt Commitment Letter, the Contribution Agreement and each Rollover Agreement are in full force and effect and are legalnone of the foregoing has been withdrawn or terminated or otherwise amended or modified in any respect. The terms of the Contribution Agreement shall not be amended, valid and binding obligations of Parent and modified or waived after the Purchaser anddate hereof in a manner that would reasonably be expected to change, delay or prevent the contributions thereunder immediately prior to the knowledge of Parent, Acceptance Time or the other parties thereto. There are no conditions precedent or other contingencies related to the funding or investingClosing, 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 Financing other than Rollover Agreements shall not be amended, modified or waived after the Financing Conditions. Parent 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 Purchaser have fully paid any Closing, as applicable, or delay or prevent the Closing. All commitment and all commitment fees or other fees in connection with required to be paid under the Financing Commitments that are payable Equity Commitment Letter or the Debt Commitment Letter on or prior to the date hereof. As hereof have been paid and, as of the date hereof, to the knowledge of Purchaser, there is no event has occurred whichfact or occurrence existing that would make any of the statements (including assumptions) set forth in the Equity Commitment Letter, the Debt Commitment Letter, the Contribution Agreement or the Rollover Agreements inaccurate or which could, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent Purchaser, Investor, Lender or Sub or any other member of the Purchaser Group of any term thereunder. Concurrently with the execution of this Agreement, Purchaser and Sub have caused to be delivered to the Company a guarantee in the form attached hereto as Exhibit B (the “Guarantee”), pursuant to which ▇▇▇▇▇ Opportunistic Equity Fund, L.P., ▇▇▇▇▇ Opportunistic Equity Fund I-B, L.P., ▇▇▇▇▇ Opportunistic Equity Fund (TI), L.P., ▇▇▇▇▇ Opportunistic Equity Fund I-B (TI), L.P., and ▇▇▇▇▇ Traverse Partners LLC and ▇▇▇▇▇ 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 any Financing CommitmentSection 8.2(c) and Section 8.2(f). The Guarantee has been duly authorized, executed and delivered by, and is a legal, valid and binding obligation of, the Guarantors, subject to the Enforceability Exceptions, and is in full force and effect. All commitment and other fees required to be paid under the Guarantee on or prior to the date hereof have been paid and, as of the date hereof, neither Parent nor to the Purchaser has any reasonable basis to believe knowledge of Purchaser, there is no fact or occurrence existing that it will be unable to satisfy on a timely basis any material term or condition to be satisfied by it in would make any of the Financing Commitments 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 prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each Sub or any other member of the draws under the Note in accordance with the Purchaser Group of any term of the Notethereunder.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness a) As of the Company outstanding as date of the Effective Time. this Agreement, Parent has delivered to the Company true true, correct and complete copies of the executed commitment letters letter dated as of the date hereof (collectively, the “Debt Commitment Letter”; provided, that for purposes of this Agreement, the Debt Commitment Letter shall also include, after the date hereof, to the extent alternative financing from alternative financial institutions is obtained in accordance with Section 8.06(d), any commitment letters executed by such alternative financial institutions in respect of such alternative financing) from the Committed Financing CommitmentsSources referenced therein; provided, that for purposes of this Agreement, the Committed Financing Sources shall also include, after the date hereof, to the extent alternative financing from alternative financial institutions is obtained in accordance with Section 8.06(d), any such alternative financial institution, together with executed fee letters referenced in the Debt Commitment Letter (collectively, the “Debt Fee Letters”) (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 amount, conditionality or availability or termination of the Committed Financing)), pursuant to which the parties thereto have agreedwhich, and subject only to the terms and conditions precedent 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 “Financing Conditions”), to provide or cause to be provided the bank financing set forth therein for the purposes of financing the transactions contemplated hereby, including the Offer and the Merger (the “Committed Financing”); provided, that for purposes of this Agreement, the Committed Financing shall also include, after the date hereof, to the extent Alternative Committed Financing from alternative financial institutions is obtained in accordance with this Agreement, any such Alternative Committed Financing. The As of the date hereof, other than the Debt Fee Letters, there are no side letters or other agreements, contracts or arrangements (except for customary engagement letters in respect of the Committed Financing Commitments are and side letters or other agreements, contracts or arrangements expressly set forth in the Debt Commitment Letter) to which Parent or Merger Sub is a party relating to the Debt Commitment Letter. (b) As of the date hereof, (i) the Debt Commitment Letter is in full force and effect and are has not been withdrawn or terminated or otherwise amended, supplemented or modified in any manner that would affect the amount, availability or conditionality of the Committed Financing and (ii) no such amendment, supplement or modification that is or would reasonably be expected to be adverse to the Company is contemplated. The Debt Commitment Letter, in the form so delivered, is a legal, valid and binding obligations obligation of Parent and the Purchaser Merger Sub and, to the knowledge of ParentParent as of the date hereof, the other parties thereto. There are no conditions precedent , except as such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or other contingencies related affecting creditors’ rights or to the funding or investing, as applicable, general principles of the full amount of the Financing other than the Financing Conditions. Parent or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereofequity. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser Merger Sub under any term, or a failure of any condition (assuming satisfaction of the conditions in Sections 4.01 and 4.03), of the Debt Commitment Letter, or otherwise result in the Committed Financing Commitmentbeing unavailable or delayed. There are no conditions precedent or other contingencies relating to the funding of the full amount of the Committed Financing, and, other than as set forth in the Debt Commitment Letter. As of the date hereof, neither Parent nor the Purchaser Merger Sub has any reasonable basis reason to believe that it will would be unable to satisfy on a timely basis any material term or condition to Closing of the Debt Commitment Letter required to be satisfied by it in it, nor does Parent have knowledge, as of the date of this Agreement, that any of the Committed Financing Commitments Sources will not perform the respective funding obligations under the Debt Commitment Letter in accordance with its terms and conditions. Parent and Merger Sub have fully paid any and all commitment fees or other fees that are due and payable on or before the date of this Agreement pursuant to the Debt Commitment Letter and will have fully paid on or prior to the Acceptance Time. Parent hasClosing any and all commitment fees or other fees as they become due and payable after the date of this Agreement pursuant to the Debt Commitment Letter. (c) Assuming the accuracy of the representations and warranties in Article V to the extent necessary to satisfy the conditions in Section 4.01(a) and 4.01(b) and the performance of the Company of its obligations under this Agreement, the net proceeds of the Committed Financing, when and if funded in accordance with the Debt Commitment Letter, together with Parent’s current cash on hand and existing credit facilityhand, will be, in the aggregate, sufficient funds available to timely fund each (i) make all payments contemplated by this Agreement in connection with the Merger (including the payment of all amounts payable pursuant to Article II in connection with or as a result of the draws under Merger) and (ii) pay all fees and expenses required to be paid at the Note Closing by the Parent or Merger Sub in accordance connection with the term of the NoteMerger.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent i) Acquireco has delivered to the Company true and complete Corporation copies of executed of: (A) commitment letters dated January 10, 2007 (the “Financing CommitmentsFunding Commitment Letter”), pursuant to which each of the parties thereto Guarantors have agreedcommitted, subject only to the terms and conditions precedent set forth therein (the “Financing Conditions”)therein, to provide contribute (or cause to be provided contributed) capital to Acquireco (the bank financing set forth therein for “Initial Financing”); and (B) commitment letters dated January 10, 2007 (collectively referred to herein as the purposes “Debt Commitment Letter” and, together with the Funding Commitment Letter, the “Financing Agreements”), which relate to $1,925,000,000 of financing (the transactions contemplated hereby“Debt Financing”) including term loan financing (the “Term Loan Financing”), including interim financing (the Offer “Bridge Financing”), receivables facility financing, (“Receivables Financing”) and high yield debt financing (“High Yield Financing”). As used in this Agreement, the financing referred to under clause (A) above is referred to as the “Initial Financing”, the financing referred to under clause (B) above is referred to as the “Debt Financing”, and the Merger (Initial Financing and Debt Financing are collectively referred to as the “Financing”). (ii) Subject to its terms and conditions, the Financing, when funded in accordance with the Funding Commitment Letter and the Debt Commitment Letter, will provide financing sufficient to permit Acquireco to deposit with the Depositary sufficient cash to pay the amount payable to Shareholders and Qualifying Holdco Shareholders pursuant to the Plan of Arrangement (assuming all Share Purchase Rights are exercised and all Shares issuable thereunder are fully paid for prior to the Effective Time and assuming no Shareholders exercise Dissent Rights) and to pay related fees and expenses. (iii) As of January 10, 2007, none of the Financing Agreements has been withdrawn and Acquireco does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in the Financing Agreements to not be satisfied. Except for the conditions set forth, described or provided in the Financing Agreements, there are no other conditions precedent to the Financing. (iv) The Financing Commitments Agreements have been duly executed and delivered and, as at January 10, 2007, the Financing Agreements are in full force and effect and are legal, valid legal and binding obligations of Parent and the Purchaser andGuarantors, to in the knowledge of Parent, the other parties thereto. There are no conditions precedent or other contingencies related to the funding or investing, as applicable, case of the full amount Funding Commitment Letter, and of Acquireco, in the case of the Financing other than the Financing Conditions. Parent or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser under any Financing Commitment, and, as of the date hereof, neither Parent nor the Purchaser has any reasonable basis to believe that it will be unable to satisfy on a timely basis any material term or condition to be satisfied by it in any of the Financing Commitments on or prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws under the Note in accordance with the term of the NoteDebt Commitment Letter.

Sufficient Funds. (a) The aggregate proceeds Purchaser Party’s obligations hereunder are not subject to any conditions regarding Parent’s, the Purchaser’s or any other Person’s ability to obtain financing for the consummation of this Agreement and the other transactions contemplated by this Agreement. (b) The financing for the Financing (as defined below)purpose of paying the Purchase Price, together with Parentincluding all amounts set forth in Section 3.3(a) and the Purchaser’s current cash on hand fees and existing credit facilityexpenses relating to the Acquisition, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time consist of debt and/or equity financing to cause be provided to the Purchaser to accept for payment Parties, which may consist of proceeds from a loan and/or the validly tendered Shares and to consummate sale of debt and/or equity securities (collectively, the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time“Financing”). Parent The Purchaser has delivered to the Company Seller true and complete copies of that certain fully executed debt commitment letter and an executed fee letter (which may be redacted to omit fee amounts, pricing caps and market “flex” provisions contained therein to the extent required by the terms of such debt commitment letters (none of which would reasonably be expected to materially and adversely affect or delay the availability of the Financing)), each dated as of the date hereof, from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (collectively with its assignees as permitted by the Commitment Letter, the “Financing CommitmentsSources”), pursuant to which the parties thereto Financing Sources have agreed, subject only to the terms and conditions precedent set forth therein (the “Financing Conditions”)thereof, to provide or cause to be provided lend the bank financing amounts set forth therein for the purposes of financing funding the transactions contemplated herebyEstimated Purchase Price at Closing (collectively, including the Offer and the Merger (the “FinancingCommitment Letter”). The Financing Commitments are . (c) As of the date hereof, the Commitment Letter is in full force and effect and are is a legal, valid and binding obligations obligation of Parent and and, to the Knowledge of the Purchaser, the other parties thereto, enforceable against the Purchaser and, to the knowledge Knowledge of Parentthe Purchaser, the other parties thereto. There are no conditions precedent or other contingencies related , subject to the funding or investing, as applicable, Equitable Exceptions. As of the full amount of the Financing other than the Financing Conditions. Parent or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof, the financing commitments thereunder have not been withdrawn, rescinded or terminated, and the Commitment Letter has not been amended, supplemented or otherwise modified in any respect and no such amendment or modification is contemplated, except for the Permitted Commitment Amendments. As of the date hereof, no event has occurred whichthat, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser under any Financing Commitment, and, as of the date hereof, neither Parent nor the Purchaser has any reasonable basis to believe that it will be unable to satisfy on a timely basis any material term or condition of the Commitment Letter (assuming for such purpose, the accuracy in all material respects of the representations and warranties of the Seller and the Company). The obligations of the other parties to be satisfied by it in any the Commitment Letter to fund the full amount of the Financing Commitments on or prior to Parent pursuant to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each terms of the draws under Commitment Letter are not subject to any conditions precedent, “flex” provisions or other conditions other than as expressly set forth in the Note Commitment Letter. Assuming the Financing is funded in accordance with the term Commitment Letter, the accuracy of the Noterepresentations and warranties of the Seller and the Company and the performance by the Seller and the Company of their obligations under this Agreement, the Purchaser will have on the Closing Date sufficient funds to complete the transactions on the Closing Date and to pay all amounts contemplated by this Agreement to be paid by the Purchaser on the Closing Date.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, Tyler will provide Parent with sufficient funds have at the Acceptance Time Closing access to all of the funds that are necessary for it to pay the Merger Consideration and all other required payments payable in connection with the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares Transactions and to consummate the Merger, as applicableTransactions, and to repay the indebtedness of the Company outstanding as of the Effective Timeperform its obligations under this Agreement. Parent Tyler has delivered to the Company true NIC complete, correct and complete fully executed copies of executed a commitment letter and related fee letters (which in the case of such fee letters may be subject to redaction in a customary manner with respect to fee amounts, including fee amounts in any flex terms) (collectively, the “Commitment Letter”) from any Financing Commitments”), Sources pursuant to which such Financing Sources have committed to provide to Tyler and Merger Sub, upon the parties thereto have agreed, terms and subject only to the conditions precedent set forth therein (therein, debt financing in the “Financing Conditions”), to provide or cause to be provided the bank financing amounts set forth therein for the purposes of financing the transactions contemplated herebyTransactions, including the Offer and the Merger paying related fees and expenses (such debt financing, the “Initial Financing”). The Financing Commitments are As of the date hereof, the Commitment Letter is in full force and effect and are legal, is a valid and binding obligations obligation of Parent and the Purchaser Tyler and, to the knowledge Knowledge of ParentTyler, the other parties thereto, in each case subject to the General Enforceability Exceptions. There are no As of the date hereof, the Commitment Letter has not been amended or modified in any material respect, and, to the Knowledge of Tyler, the commitments contained in the Commitment Letter have not been withdrawn, rescinded or otherwise modified in any material respect. The Commitment Letter delivered to NIC contains all of the conditions precedent or other contingencies related to the funding or investing, as applicable, obligations of the parties thereunder to fund the full amount of the Initial Financing other contemplated by the Commitment Letter. Other than the Financing Conditions. Parent or Commitment Letter itself (including the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior redacted fee letter provided to NIC as of the date hereof) and other than certain customary engagement letters and confidentiality agreements with respect to the Initial Financing, there are no other fee letters, engagement letters, side letters, agreements, contracts or other arrangements relating to the Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute or reasonably be expected to constitute a default or breach on the part of Parent or the Purchaser Tyler under any material term of, or a failure of any condition or inability to satisfy any conditions precedent to funding the full amount of the Initial Financing Commitmentunder, and, as the Commitment Letter or otherwise result in any portion of the Initial Financing to be unavailable or materially delayed. As of the date hereof, neither Parent nor the Purchaser has any reasonable basis Tyler does not have reason to believe that it will be unable to satisfy on a timely basis any material term or condition to the Initial Financing under the Commitment Letter required to be satisfied by it in any of the Financing Commitments on at or prior to the Acceptance Time. Parent hasClosing, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each or that any portion of the draws under Initial Financing contemplated thereby will be unavailable to Tyler at the Note Closing. Tyler has fully paid any and all commitment fees or other fees in accordance connection with the term Commitment Letter that are due and payable on or before the date of this Agreement. Each of Tyler and Merger Sub affirms that it is not a condition to the Merger or any of its other obligations under this Agreement that Tyler or Merger Sub obtain the Financing (including the Initial Financing) or any other financing for or related to any of the NoteTransactions.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent Buyer has delivered to the Company true Seller Parent true, correct and complete copies of (i) the executed equity commitment letters, dated as of the date hereof, among Buyer and Vatera Healthcare Partners LLC and JWC Rib-X, LLC, respectively (together with their respective officers, employees, directors, affiliates, partners, controlling parties, advisors, agents and representatives, the “Equity Financing Sources”) (including any replacement or amendment thereof (that does not adversely affect or delay in any material respect the ability of Buyer to fund the Purchase Price at Closing), the “Equity Commitment Letters”), (ii) the executed commitment letters letter, dated as of the date hereof, among Deerfield Private Design Fund IV, L.P. (together with its officers, employees, directors, affiliates, partners, controlling parties, advisors, agents and representatives, the “Debt Financing Sources” and, together with the Equity Financing Sources, the “Financing CommitmentsSources”) 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”), pursuant to which and (iii) all registration rights agreements and other agreements entered into by the parties thereto have agreedEquity Financing Sources in connection with the Transactions. The Commitment Letters will provide financing in an aggregate amount set forth therein, and subject only to the terms and conditions precedent set forth therein (the “Financing Conditions”), to provide or cause to be provided the bank financing set forth therein for the purposes of financing the transactions contemplated hereby, including the Offer and the Merger (the “Financing”). The Financing Commitments Equity Commitment Letters provide that Seller Parent is a third-party beneficiary thereof. As of the date of this Agreement, 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 paid in full any all fees, expenses and other amounts in connection with the Commitment Letters that are payable on or prior to the date of this Agreement and, as of the date of this Agreement, the Commitment Letters are in full force and effect and are legalthe valid, valid binding and binding enforceable (in accordance with their terms) obligations of Parent and the Purchaser Buyer and, to Buyer’s Knowledge, as of the knowledge of Parentdate 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 or investing, as applicable, of the full amount (or any portion) of the Financing (including any condition relating to the availability of the Debt Financing relating to any “flex” provision), other than as expressly set forth in the Financing Conditions. Commitment Letters delivered to Seller Parent or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior pursuant to the date hereofthis Section 5.12. As of the date hereofof this Agreement and assuming the satisfaction or waiver (to the extent permitted by Law) of the conditions to Buyer’s obligation to consummate the Transactions, (a) no event has occurred which, which (with or without notice, lapse of time or both, would ) could constitute a default or breach on or failure to satisfy a condition by Buyer under the part of Parent or the Purchaser under any Financing Commitment, and, as terms and conditions of the date hereof, neither Parent nor the Purchaser has Commitment Letters and (b) Buyer does not have any reasonable basis reason to believe that it any of the conditions to the Financing will not be unable to satisfy satisfied by Buyer on a timely basis any material term or that the Financing will not be available to Buyer on the date of the Closing. For the avoidance of doubt, it is not a condition to be satisfied by it in any of Closing under this Agreement for Buyer to obtain the Financing Commitments on or prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws under the Note in accordance with the term of the Noteany Alternative Financing.

Sufficient Funds. The aggregate proceeds contemplated by Prior to the Financing (as defined below)date of this Agreement, together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent has delivered to the Company true complete, correct and complete executed copies of executed commitment letters (i) the “Financing Commitments”)letter dated January 18, 2006, from Banc of America Securities LLC, Banc of America Bridge LLC, Bank of America, N.A., Bear St▇▇▇▇▇ & Co. Inc. and Bear St▇▇▇▇▇ ▇orporate Lending Inc., pursuant to which the parties thereto have agreedcommitted, subject only to the terms and conditions precedent set forth therein (the “Financing Conditions”)therein, to provide or cause to be provided debt financing of up to $2,075,000,000 in connection with the bank financing Transactions (the “Debt Commitments” ) and (ii) the letter dated January 18, 2006, from Ba▇▇ ▇apital Fund VIII, L.P. (“Bain”) pursuant to which Bain and or its Affiliates have committed, subject to the terms and conditions set forth therein for therein, to provide or cause to be provided equity financing of up to $500,000,000 in connection with the purposes Transactions (the “Equity Commitment” and, together with the Debt Commitments, the “Financing Commitments”), with respect to the financing of financing the transactions contemplated hereby, including the Offer and the Merger Transactions (the “Financing”), including all exhibits, schedules or amendments thereto. The Financing Commitments are in full force and effect effect, and are legal, valid and binding obligations of Parent and the Purchaser and, to the knowledge of Parent, the other parties thereto. There there are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of the Financing Financing, other than as set forth in or expressly contemplated by the Financing ConditionsCommitments. Parent or the Purchaser have fully paid any and all commitment fees or other fees in connection with The aggregate proceeds contemplated by the Financing Commitments that are payable on or prior will be sufficient for Parent and Merger Sub to pay for all outstanding Shares converted into cash pursuant to the date hereofMerger, 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. As Assuming the accuracy of the date hereof, no event has occurred which, with or without notice, lapse representations and warranties of time or both, would constitute a default or breach on the part of Parent or the Purchaser under any Financing Commitment, andCompany set forth in Article IV, as of the date hereof, neither of this Agreement Parent nor the Purchaser has any reasonable basis and Merger Sub have no reason to believe that it will be unable to satisfy on a timely basis any material term or condition to be satisfied by it in any of the Financing Commitments on or prior conditions precedent to the Acceptance Time. Parent has, together Financing will not be satisfied in connection with Parent’s current cash on hand and existing credit facility, sufficient funds the consummation of the Transactions or that the Financing will not be available to timely fund each of Parent and/or Merger Sub on the draws under the Note in accordance with the term of the NoteClosing Date.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent i) Acquireco has delivered to the Company true and complete Corporation copies of executed of: (A) commitment letters dated January 10, 2007 (the “Financing CommitmentsFunding Commitment Letter”), pursuant to which each of the parties thereto Guarantors have agreedcommitted, subject only to the terms and conditions precedent set forth therein (the “Financing Conditions”)therein, to provide contribute (or cause to be provided contributed) capital to Acquireco (the bank financing set forth therein for “Initial Financing”); and (B) commitment letters dated January 10, 2007 (collectively referred to herein as the purposes “Debt Commitment Letter” and, together with the Funding Commitment Letter, the “Financing Agreements”), which relate to $1,925,000,000 of financing (the transactions contemplated hereby“Debt Financing”) including term loan financing (the “Term Loan Financing”), including interim financing (the Offer “Bridge Financing”), receivables facility financing, (“Receivables Financing”) and high yield debt financing (“High Yield Financing”). As used in this Agreement, the financing referred to under clause (A) above is referred to as the “Initial Financing”, the financing referred to under clause (B) above is referred to as the “Debt Financing”, and the Merger (Initial Financing and Debt Financing are collectively referred to as the “Financing”). (ii) Subject to its terms and conditions, the Financing, when funded in accordance with the Funding Commitment Letter and the DebtCommitment Letter, will provide financing sufficient to permit Acquireco to pay the aggregate Cash Amount payable pursuant to the Arrangement and to pay related fees and expenses. (iii) As of the date hereof, none of the Financing Agreements has been withdrawn and Acquireco does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in the Financing Agreements to not be satisfied. Except for the conditions set forth, described or provided in the Financing Agreements, there are no other conditions precedent to the Financing. (iv) The Financing Commitments Agreements have been duly executed and delivered and, as at the date of this Agreement, the Financing Agreements are in full force and effect and are legal, valid legal and binding obligations of Parent and the Purchaser andGuarantors, to in the knowledge of Parent, the other parties thereto. There are no conditions precedent or other contingencies related to the funding or investing, as applicable, case of the full amount Funding Commitment Letter, and of Acquireco, in the case of the Financing other than the Financing Conditions. Parent or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser under any Financing Commitment, and, as of the date hereof, neither Parent nor the Purchaser has any reasonable basis to believe that it will be unable to satisfy on a timely basis any material term or condition to be satisfied by it in any of the Financing Commitments on or prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws under the Note in accordance with the term of the NoteDebt Commitment Letter.

Sufficient Funds. The aggregate proceeds Buyer will have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make cash payment of all amounts to be paid by it hereunder on or after the Closing Date. Buyer acknowledges and agrees that its obligations under this Agreement are not contingent upon or subject to any conditions regarding ▇▇▇▇▇’s or any other Person’s ability to obtain financing for the consummation of the transaction contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Timethis Agreement. Parent Buyer has delivered to the Company true a true, complete and complete copies correct copy of each of (a) a fully executed debt commitment letters letter and (b) the fully executed fee letter referenced in such commitment letter (provided, that such fee letter shall be redacted relating solely to fees and economic terms (other than covenants) agreed to by the parties may be redacted (none of which redacted provisions adversely affect the availability of or impose additional conditions on, the availability of the debt financing at the Closing) (such commitment letter, including all exhibits, schedules, annexes and joinders thereto, as the same may be amended, modified, supplemented, extended or replaced from time to time is referred to herein as the “Financing CommitmentsDebt Commitment Letter”), among Buyer, Parent and the Financing Sources party thereto, pursuant to which which, among other things, the parties thereto Financing Sources have agreed, subject only to the terms and conditions precedent set forth therein (of the “Financing Conditions”)Debt Commitment Letter, to provide or cause to be provided provided, on a several and not joint basis, the bank debt financing in the aggregate amount set forth therein for the purposes purpose of financing funding the transactions contemplated hereby, including the Offer and the Merger (the “Financing”)by this Agreement. The Financing Commitments are Debt Commitment Letter is, as of the date of this Agreement, in full force and effect and are effect. The Debt Commitment Letter is, as of the date of this Agreement, the legal, valid valid, binding and binding obligations Enforceable obligation of Buyer and Parent and the Purchaser and, to the knowledge of ParentBuyer, the other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar applicable Legal Requirements affecting or relating to the enforcement of creditors’ rights generally and by general principles of equity. There As of the date of this Agreement, (x) the Debt Commitment Letter has not been amended, modified, supplemented, extended or replaced and no provision thereof has been waived, prior to the date hereof, (y) no such amendment or modification is anticipated by Buyer (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement) and (z) the commitments contained in the Debt Commitment Letter have not been withdrawn, terminated or rescinded in any respect and, other than as specifically contemplated in the Debt Commitment Letter, to the knowledge of Buyer, no such withdrawal, termination or rescission is contemplated by the Financing Sources. As of the date of this Agreement there are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of amounts contemplated by the Debt Commitment Letter, other than the conditions expressly set forth in the Debt Commitment Letter, and there a no side letters or other Contractual Obligations or arrangements related to the Financing other than as expressly set forth in the Financing Conditions. Parent or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser under any Financing Commitment, and, as of the date hereof, neither Parent nor the Purchaser has any reasonable basis to believe that it will be unable to satisfy on a timely basis any material term or condition to be satisfied by it in any of the Financing Commitments on or prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws under the Note in accordance with the term of the NoteDebt Commitment Letter.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent has Purchasing Parties have delivered to the Company Seller Parent true and complete copies of (i) an executed commitment letter from Purchaser Guarantor (the “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”), pursuant to which the parties thereto have agreed, subject only to the conditions precedent set forth therein (the “Financing Conditions”), Citigroup Global Markets Inc. has agreed to provide or cause to be provided at least $505,000,000 at Closing (the bank financing set forth therein for “Debt Financing”, and, together with the purposes of financing the transactions contemplated herebyEquity Financing, including the Offer and the Merger (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 are has been or will be amended or modified, and the respective commitments contained in the Equity Funding Letter and the Financing Commitments have not been withdrawn or rescinded in any respect as of the date of this Agreement. Except to the extent amended in accordance with its terms, the Equity Funding Letter is in full force and effect and are is a legal, valid and binding obligations obligation of Parent the Purchasing Parties that are party thereto and the Purchaser other party thereto. Each of the Financing Commitments is in full force and effect and is a legal, valid and binding obligation of the Purchasing Parties and, to the knowledge of Parentthe Purchasing Parties, the other parties thereto. There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of the Financing other than the Financing Conditions. Parent or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof. As of the date hereofof this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent the Purchasing Parties or their respective Affiliates under any term or condition of the Equity Funding Letter or the Purchaser under any Financing CommitmentCommitments. There are no conditions precedent relating to the funding of the full amount of the Financing, and, other than as set forth in the Equity Funding Letter and the Financing Commitments. As of the date hereofof this Agreement, neither Parent nor the Purchaser has any reasonable basis Purchasing Parties have no reason to believe that it will be unable to satisfy on a timely basis any material term or condition to be satisfied by it in any of the conditions relating to the funding of the full amount of the Financing Commitments will not be satisfied on or prior to the Acceptance TimeClosing Date. Parent hasThe 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, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws under the Note when funded in accordance with the term Equity Funding Letter and the Financing Commitments, will provide Purchaser with funds sufficient to consummate the Acquisition and the other transactions contemplated by this Agreement and to pay all related fees and expenses. The fees and expenses of the NotePurchasing Parties in connection with the Acquisition, the Financing and any related transactions will not exceed the amount set forth on Section 4.05 of the Company Disclosure Letter.

Sufficient Funds. The aggregate proceeds (a) Assuming (i) the accuracy of the representations and warranties of the Company in Section 3.5(a) and Section 3.8 and (ii) that the Debt Financing is funded in accordance with the Debt Commitment Letter, at the Closing the Parent Entities will have sufficient cash on hand to consummate the transactions contemplated by this Agreement and satisfy all of its obligations under this Agreement, including the payment of the Merger Consideration, any fees and expenses of or payable by the Parent Entities, Merger Sub I, Merger Sub II or the Surviving Company, any payments in respect of equity compensation obligations required to be made in connection with, or as a result of, the Mergers and any repayment or refinancing of any outstanding Indebtedness of the Parent Entities, the Company and their respective Subsidiaries required in connection therewith (collectively, the "Financing Purposes"). (b) As of the date of this Agreement, the Parent Entities, Merger Sub I and Merger Sub II have received (i) an executed equity commitment letter dated as defined of date of this Agreement (the "Equity Commitment Letter") from the equity financing sources party thereto (the "Equity Financing Sources") pursuant to which the Equity Financing Sources have committed to provide the amount of cash equity financing as set forth in the Equity Commitment Letter, subject to the terms and conditions set forth therein (the "Equity Financing"), and (ii) an executed debt commitment letter and executed fee letter associated therewith, each dated as of date of this Agreement (such commitment letter, and all attached exhibits, schedules, annexes that are delivered on date of this Agreement and amendments thereto permitted by the terms hereof and any fee letter delivered on the date of this Agreement (which fee letter may be redacted as described below), collectively, the "Debt Commitment Letter" and, together with Parent’s current cash on hand and existing credit facilitythe Equity Commitment Letter, will provide Parent with sufficient funds at the Acceptance Time and "Commitment Letters") from the Effective Time to cause lenders party thereto (collectively, the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent has delivered to the Company true and complete copies of executed commitment letters (the “Financing Commitments”"Lenders"), pursuant to which the parties thereto Lenders have agreedcommitted, subject only to the terms and conditions precedent set forth therein (in the “Financing Conditions”)Debt Commitment Letter, to provide or cause to be provided the bank Parent Entities the amount of financing set forth therein in the Debt Commitment Letter (the "Debt Financing" and, together with the Equity Financing, the "Financing") for the purposes Financing Purposes. (c) A true, correct and complete copy of financing each of the transactions contemplated herebyfully executed Equity Commitment Letter, the fully executed Debt Commitment Letter and the fee and engagement letters related to the Debt Commitment Letter, each as in effect on date of this Agreement has been provided to the Company except that, in the case of the Debt Commitment Letter and related fee and engagement letters, the fees and other commercially sensitive information therein (including provisions in such fee letter related solely to fees, "flex terms" and economic terms) may have been redacted; provided, however, that no redacted term provides that the aggregate amount or net cash proceeds of the Debt Financing set forth in the unredacted portion of the Debt Commitment Letter could be reduced below the amount necessary to satisfy the Financing Purposes, or adds any conditions, contingencies or affects the availability of all or any portion of the Debt Financing (other than any fees, expenses, original issue discounts and similar premiums and charges) or the enforceability of the Debt Commitment Letter. (d) As of date of this Agreement, (i) the Parent Entities have fully paid (or caused to be paid) all commitment and other fees, if any, required by the Commitment Letters (including the Offer fee and engagement letters related to the Merger Debt Commitment Letter) to be paid on or before date of this Agreement and (ii) each Commitment Letter (including the “Financing”). The Financing Commitments are in full force fee and effect and are engagement letters related to the Debt Commitment Letter) is a legal, valid and binding obligations obligation of the Parent and the Purchaser Entities and, to the knowledge of Parentthe Parent Entities, the each other parties party thereto. There are no conditions precedent or other contingencies related to the funding or investing, as applicableand in full force and effect, of the full amount of the Financing has not been (other than the Financing Conditions. Parent as permitted hereunder), amended, modified, withdrawn, terminated or the Purchaser have fully paid rescinded in any respect, and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof. As of the date hereof, no event has occurred which, which (with or without notice, lapse of time or both, ) would reasonably be expected to constitute a default or breach thereunder on the part of the Parent Entities. (e) There are no side letters or other agreements relating to the Purchaser under any Financing CommitmentCommitment Letters (including the fee letter entered into in connection with the Debt Financing) that would (A) impair, and, as delay or prevent the consummation of the Mergers, (B) reduce the aggregate amount of the Debt Financing (unless such reduction is matched with an equal increase of the Equity Financing under the Equity Commitment Letter and/or Replacement Financing), (C) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Financing or (D) otherwise reasonably be expected to adversely affect the ability of the Parent Entities to timely consummate the Mergers. Except as expressly set forth in the Equity Commitment Letter, there are no conditions precedent to the obligation of the Equity Financing Sources to provide the Equity Financing or any contingencies that would permit the Equity Financing Sources to reduce the total amount of Equity Financing. (f) As of date hereofof this Agreement, neither the Parent nor the Purchaser has Entities do not have any reasonable basis reason to believe that it any of the conditions to the Financing applicable to them will not be unable to satisfy satisfied on a timely basis any material term or condition that the Financing will not be available to be satisfied by it the Parent Entities on the date on which the Closing should occur pursuant to Section 1.5. The obligations of the Parent Entities, Merger Sub I and Merger Sub II under this Agreement are not conditioned in any of manner upon the Financing Commitments on or prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws under the Note in accordance with the term of the NoteEntities obtaining any financing.

Sufficient Funds. The aggregate proceeds contemplated by (a) Prior to the execution of this Agreement, the Purchaser has received and accepted (i) a fully executed debt commitment letter, dated as of the date of this Agreement (the “Debt Commitment Letter”), from the Debt Financing Sources party thereto who have committed to provide debt financing on the terms and conditions of the Debt Commitment Letter in the amount set forth therein (such debt financing, the “Debt Financing”), and (ii) a fully executed equity commitment letter, dated as defined below)of the date of this Agreement (such letter, the “Equity Commitment Letter” and, together with Parent’s current cash the Debt Commitment Letter, the “Commitment Letters”), from The Veritas Capital Fund V, L.P. (the “Purchaser Guarantor”) relating to the commitment of the Purchaser Guarantor to provide the equity financing specified therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”), on hand the terms and existing credit facilityconditions of the Equity Commitment Letter. The Equity Commitment Letter provides, and will provide continue to provide, that the Parent is a third-party beneficiary thereto as specified therein. (b) Assuming the Financing is funded in accordance with the Commitment Letters, the aggregate proceeds of the Financing are sufficient funds at the Acceptance Time and the Effective Time to cause allow the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, Closing upon the terms contemplated by this Agreement and pay (x) all amounts required to repay be paid by the indebtedness Purchaser or its Affiliates at the Closing under the Transaction Documents to which such Person is a party and (y) all related fees and expenses of the Company outstanding Purchaser, its Affiliates and their respective Representatives (as hereinafter defined). Prior to the execution of this Agreement, the Effective Time. Parent Purchaser has delivered to the Company Parent true and complete copies of the fully-executed Commitment Letters, including all annexes, schedules and other attachments thereto. (c) The Equity Commitment Letter, and, as of the date of this Agreement, the Debt Commitment Letter, is in full force and effect and is the legal, valid, binding and enforceable obligation of the Purchaser, and, to the Knowledge of the Purchaser (in the case of the Debt Commitment Letter only), each other party thereto, except as may be limited by bankruptcy, insolvency or other Laws affecting generally the enforceability of creditors’ rights and by limitations on the availability of equitable remedies. As of the date hereof, no Commitment Letter has been amended, modified or supplemented in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or modified in any respect, nor is any such amendment, modification or supplement currently contemplated, nor, to the Knowledge of the Purchaser (in the case of the Debt Commitment Letter only), is any such withdrawal or rescission currently contemplated. As of the date of this Agreement, the Commitment Letters constitute all of the Contracts entered into between each of the Debt Financing Sources and the Purchaser Guarantor, on the one hand, and the Purchaser and/or its Affiliates (other than the Purchaser Guarantor), on the other hand, with respect to the Financing, other than customary fee letters relating to fees with respect to the Debt Financing (true and complete copies of which have been provided to the Parent prior to the execution hereof, with only fee amounts, pricing caps and certain economic and flex terms (which would not adversely affect the amount or availability of the Debt Financing or include any additional conditions to funding) redacted). The Purchaser has fully paid, or caused to be fully paid, all commitment letters fees and other fees and expenses required to be paid under the Commitment Letters on or prior to the date of this Agreement. The Commitment Letters are not subject to any condition of any kind whatsoever, including any subsequent approval process, that is directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions), other than the conditions precedent as expressly set forth therein, and, assuming the conditions set forth in Article VIII and Article X have been satisfied in full, as of the date of this Agreement, the Purchaser has no reason to believe that (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition set forth in the Commitment Letters, including any condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or (ii) the full amount of the Financing (other than the portion of the revolving credit facility forming part of the Debt Financing with respect to which, pursuant to the terms of the Debt Commitment Letter, borrowings will not be available on the Closing Date) will not be made available to the Purchaser at or prior to the Closing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser or, to the Knowledge of the Purchaser (in the case of the Debt Commitment Letter only), any other party thereto under any of the Commitment Letters. As of the date hereof, the Purchaser is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Purchaser in any Commitment Letter inaccurate in any material respect. (d) Each of the Purchaser, VCVH Intermediate, VCVH Holding II and Purchaser LLC acknowledges and agrees that, notwithstanding anything to the contrary contained in this Agreement, the consummation of the Financing shall not be a condition to the obligations of the Purchaser, VCVH Intermediate, VCVH Holding II and Purchaser LLC to consummate the transactions contemplated by this Agreement. (e) Concurrently with the execution and delivery of this Agreement, the Purchaser Guarantor has delivered to the Parent a duly executed guarantee of the Purchaser Guarantor (the “Financing CommitmentsLimited Guarantee”), pursuant to which the parties thereto have agreedPurchaser Guarantor has guaranteed certain obligations of the Purchaser in connection with this Agreement as specified therein. The Purchaser Guarantor is a limited partnership duly organized, subject only validly existing and in good standing under the Laws of the state or jurisdiction of its organization and has all organizational powers required to carry on its business as now conducted. The execution, delivery and performance by the conditions precedent set forth therein (Purchaser Guarantor of the “Financing Conditions”)Limited Guarantee, to provide or cause to be provided and the bank financing set forth therein for the purposes consummation of financing the transactions contemplated herebythereby, including are within the Offer organizational powers of the Purchaser Guarantor and have been duly authorized by all necessary action on the Merger (part of the “Financing”)Purchaser Guarantor. The Financing Commitments are Limited Guarantee is in full force and effect and are is a legal, valid valid, binding and binding obligations enforceable obligation of Parent and the Purchaser andGuarantor in accordance with its terms, to the knowledge of Parentexcept as may be limited by bankruptcy, the other parties thereto. There are no conditions precedent insolvency or other contingencies related to Laws affecting generally the funding or investing, as applicable, enforceability of creditors’ rights and by limitations on the full amount availability of the Financing other than the Financing Conditions. Parent or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereofequitable remedies. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser Guarantor under any Financing Commitment, and, as of the date hereof, neither Parent nor the Purchaser has any reasonable basis to believe that it will be unable to satisfy on a timely basis any material term or condition to be satisfied by it in any of the Financing Commitments on or prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws under the Note in accordance with the term of the Notesuch Limited Guarantee.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. a) Parent has delivered to the Company true true, correct, and complete copies of: (i) fully executed debt commitment letters, dated as of the date hereof (together with all annexes, schedules and exhibits thereto and any fee letters or engagement letters related thereto collectively, the “Debt Commitment Letter”) from the lenders party thereto relating to the commitment of the Debt Financing Sources to provide the full amount of the debt financing required to consummate the transactions contemplated by this Agreement on the terms contemplated thereby, and to refinance certain outstanding indebtedness of the Company and its Subsidiaries, including the Specified Funded Indebtedness, and to pay all related fees and expenses (the “Debt Financing,” and the commitments under the Debt Commitment Letter, the “Debt Financing Commitments”), and each related fee letter (collectively, the “Fee Letters”), which copy of such Fee Letter may be redacted to remove only the fees and economic flex terms set forth therein so long as such redacted information does not adversely affect the enforceability, conditionality, availability, termination or aggregate principal amount of the Debt Financing; (ii) a fully executed commitment letter (together with all annexes, schedules and exhibits thereto and any fee letters or engagement letters related thereto collectively, the “Equity Commitment Letter”) from the persons identified therein (the “Equity Investors”), relating to the commitment of the Equity Investors to provide, subject to the terms and conditions therein, the full amount of the cash equity required to consummate the transactions contemplated by this Agreement on the terms contemplated by this Agreement and to pay related fees and expenses (the “Equity Financing” and together with the Debt Financing, collectively referred to as the “Financing”, and the commitments under the Equity Commitment Letter, the “Equity Financing Commitments”). The Equity Commitment Letter provides, and will continue to provide, that the Company is an express third party beneficiary of the Equity Commitment Letter and is entitled to enforce such agreement, and that Parent and the Equity Investors have waived any defenses to the enforceability of such third party beneficiary rights, in each case in accordance with its terms and subject to the limitations set forth herein and in Section 10.15 (Specific Performance); and (iii) fully executed commitment letters, dated as of the date hereof (together with the appendix thereto, collectively, the “Warrant Commitment Letters” and, together with the Debt Commitment Letter and the Equity Commitment Letter, the “Commitment Letters”), from each of the Persons identified therein (the “Warrant Exercise Parties”) relating to the commitment of each Warrant Exercise Party to exercise (or cause the exercise of) all Parent Warrants beneficially owned by such Warrant Exercise Party (or any Affiliate thereof), subject to the terms and conditions therein (the “Warrant Financing,” and the commitments under the Warrant Commitment Letters, the “Warrant Commitments” and, together with the Debt Financing Commitments and the Equity Financing Commitments, the “Financing Commitments”). The Warrant Commitment Letters provide, pursuant and will continue to which provide, that the parties thereto Company is an express third party beneficiary of the Warrant Commitment Letters and are entitled to enforce such agreements, and that Parent and the Warrant Exercise Parties have agreed, subject only waived any defenses to the conditions precedent enforceability of such third party beneficiary rights, in each case in accordance with its terms and subject to the limitations set forth therein herein and in Section 10.15 (the “Financing Conditions”Specific Performance), to provide or cause to be provided the bank financing set forth therein for the purposes of financing the transactions contemplated hereby, including the Offer and the Merger . (the “Financing”). b) The Financing Commitments are in full force and effect and Commitment Letters are legal, valid and binding obligations of Parent the parties thereto, are in full force and effect, and are enforceable against the Purchaser andparties thereto in accordance with their terms, subject only to the knowledge Equitable Exceptions. As of the date of this Agreement, (i) none of the Commitment Letters has been amended, restated, amended and restated, supplemented, waived or otherwise modified (and no such amendment, restatement, amendment and restatement, supplement, waiver or other modification is contemplated), and (ii) the respective commitments set forth in the Commitment Letters have not been withdrawn, terminated, rescinded, amended, restated or otherwise modified in any respect (and no such withdrawal, termination, rescission, amendment, restatement or modification is contemplated). No event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Parent or Merger Sub under the terms and conditions of the Commitment Letters, other than any such default, breach or failure that has been waived in writing by the Debt Financing Sources, the Equity Investors or the Warrant Exercise Parties, as the case may be. Neither Parent nor ▇▇▇▇▇▇ Sub has any reason to reasonably believe that it will be unable to satisfy, on a timely basis, any term or condition of the Closing to be satisfied by it contained in the Commitment Letters, or that full amount of the Financing will not be available to Parent or Merger Sub on the Closing Date. No Financing Source has notified Parent or Merger Sub of its intention to terminate or withdraw the Financing Commitments, and Parent does not know of any facts or circumstances that may be reasonably expected to result in any of the conditions set forth in the Commitment Letters not being satisfied. (c) Except as expressly set forth in the Commitment Letters, there are no (i) additional conditions precedent to the obligations of the Financing Sources to provide the Financing or (ii) contingencies (including any condition or contingency relating to the availability of any “market flex” provisions) that would permit the Financing Sources to change the total amount of the Financing or impose any additional conditions precedent to the availability of the Financing. Parent represents and warrants that there are no side letters or agreements or understandings to which Parent, the other parties thereto. There are no conditions precedent Merger Sub or other contingencies any of their Affiliates is a party related to the funding or investing, as applicable, of the full amount Financing that would reasonably be expected to adversely affect the availability of the Financing other than as expressly set forth in the Commitment Letters. (d) ▇▇▇▇▇▇ and Merger Sub have, and will have at the Closing, (i) the resources and capabilities (financial and otherwise) to perform its obligations under this Agreement (including all payments to be made by it in connection herewith) and (ii) immediately available funds in connection with the Financing Conditionsin an aggregate amount (after netting out applicable fees, expenses, original issue discount and similar premiums and charges provided under the Debt Commitment Letter, and assuming that all rights to flex the terms of the Debt Financing are exercised to their maximum extent) that will enable Parent and Merger Sub to (x) consummate the Merger and the other transactions contemplated hereby on the terms contemplated by this Agreement, including the payoff, satisfaction and discharge and/or defeasance by Parent of the Specified Funded Indebtedness, the release of any guarantees relating thereto and the release of any liens or other security thereunder if so requested by Parent and (y) pay all related fees and expenses and undertake its other obligations at the Closing upon the terms contemplated by this Agreement. Neither Parent nor Merger Sub has incurred any obligation, commitment, restriction or other liability of any kind, and is not contemplating or aware of any obligation, commitment, restriction or other liability of any kind, in either case which would reasonably be expected to impair or adversely affect such resources, funds or capabilities. (e) As of the date of this Agreement, Parent (both before and after giving effect to any “market flex” provisions contained in the Debt Commitment Letter) does not know of any (i) event that would result in any breach of, violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default) by Parent or Merger Sub under the Purchaser Financing, (ii) reason that any of the terms or conditions to the Financing will not be satisfied or that the Financing will not be available on the Closing Date or (iii) reason that Parent and Merger Sub will not have funds otherwise available at the Closing sufficient to satisfy its obligations hereunder, including any reason to believe that any Equity Investor, Debt Financing Source or Warrant Exercise Party will not perform its respective funding obligations under the Commitment Letters in accordance with their respective terms and conditions. In no event shall the receipt or availability of any funds or financing by Parent or any Affiliate or any other financing or other transactions contemplated by this Agreement be a condition to any of Parent’s or Merger Sub’s obligations to consummate the Closing hereunder. (f) Parent and/or Merger Sub has fully paid (or caused to be paid) any and all commitment fees or and other fees in connection with required by the Financing Commitments that are payable on or prior Debt Commitment Letter to the date hereof. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser under any Financing Commitment, and, be paid as of the date hereofof this Agreement, neither Parent nor the Purchaser has any reasonable basis to believe that it and will be unable to satisfy on a timely basis any material term pay (or condition cause to be satisfied by it paid) in full any other commitment fees and other fees required to be paid thereunder as and when they become payable. The Equity Commitment Letter contains all of the Financing Commitments on or prior conditions precedent to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds obligations of the parties thereunder to make the full amount of the Equity Financing available to timely fund each Parent on the terms set forth therein. The Debt Commitment Letter contains all of the draws under conditions precedent to the Note in accordance with the term obligations of the Noteparties thereunder to make the full amount of the Debt Financing available to Parent on the terms set forth therein. The Warrant Commitment Letters contain all of the conditions precedent to the obligations of the parties thereunder to fund the full amount of the Warrant Financing on the terms set forth therein.

Sufficient Funds. The aggregate proceeds contemplated by Prior to the Financing (as defined below)execution and delivery of this Agreement, together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent has delivered to the Company true and complete copies of the 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 “Financing Commitments”)"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 parties thereto Lenders, in the case of the Commitment Letter, and the Equity Sponsors, in the case of the Equity Commitment Letters, have agreed, 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 only to any condition precedent other than the conditions precedent expressly set forth therein (therein. As of the “Financing Conditions”), to provide or cause to be provided date hereof each of the bank financing set forth therein for the purposes of financing the transactions contemplated hereby, including the Offer Commitment Letter and the Merger (the “Financing”). The Financing Commitments Equity Commitment Letters are in full force and effect and are is a legal, valid and binding obligations obligation of Parent the Purchaser, the Equity Sponsors and the Purchaser andLenders, no amendment or modification to the knowledge of Parent, the other parties thereto. There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of the Financing other than the Financing Conditions. Parent Commitment Letter or the Purchaser have fully paid any Equity Commitment Letters are contemplated, and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof. As as of the date hereof, hereof no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser under any Financing Commitmentthe Commitment Letter or the Equity Commitment Letters, and, as respectively. As of the date hereof, neither Parent nor hereof the Purchaser has any reasonable basis no reason to believe that it will be unable to satisfy on a timely basis any material term or condition of closing of the financing to be satisfied by it contained in the Commitment Letter or the Equity Commitment Letters and is not aware of any fact, occurrence or condition that may cause either of such financing commitments to terminate or be ineffective or any of the Financing Commitments on terms or prior conditions of closing of such financings not to be met or of any impediment to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each funding of the draws cash payment obligations of the Purchaser under the Note Arrangement. Assuming the financing contemplated in accordance the Commitment Letter and the Equity Commitment Letters is funded, the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letters will in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid by the Purchaser under this Agreement in connection with the term consummation of the Notetransactions contemplated by this Agreement and to pay all related fees and expenses.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent 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 commitment letters fee letter related thereto (the “Fee Letter”) (provided that provisions in the Fee Letter may be redacted in a customary manner), in each case, dated the date hereof, issued to Buyer by ▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, LLC (such Debt Commitment Letter and Fee Letter, as each may be amended, modified, supplemented or replaced from time to time to the extent permitted or required by Section 6.5, the “Debt Financing CommitmentsCommitment”) in connection with the debt financing of the transactions contemplated hereby (the “Debt Financing”), pursuant to which the parties lenders party thereto have agreedcommitted, subject only to the conditions precedent terms thereof, to lend amounts set forth therein (therein, which, taken together with the “Financing Conditions”)cash on hand of Buyer, to provide or cause is in no event less than the Cash Consideration Amount, plus, without duplication, any amounts required to be provided paid by Buyer or its Affiliates pursuant to the bank financing set forth therein for the purposes of financing Fee Letter (as defined below) and fees and expenses related to the transactions contemplated herebyhereby and required to be paid by Buyer or its Affiliates) (such amount together with the Cash Consideration Amount, including the Offer and the Merger (the “FinancingRequired Amount”). Buyer acknowledges that Buyer’s performance of its obligations under this Agreement is not contingent upon the availability of financing to Buyer. (b) The Debt Financing Commitments are Commitment is a legal, valid and binding obligation of Buyer, and to the Knowledge of Buyer, the other parties thereto, in each case, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or any other similar Law affecting creditors’ rights generally or by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). As of the date of this Agreement, assuming the due authorization, execution and delivery of the Debt Financing Commitment by the parties thereto (other than Buyer), the Debt Financing Commitment is in full force and effect and are legal, valid and binding obligations of Parent and the Purchaser and, to the knowledge Buyer’s Knowledge, has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is currently contemplated. Buyer is not in breach of Parent, the other parties thereto. There are no conditions precedent or other contingencies related to the funding or investing, as applicable, any of the full amount of terms or conditions set forth in the Debt Financing other than the Financing Conditions. Parent or the Purchaser have fully paid Commitment in any material respects and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a material breach, material default or breach failure to satisfy any condition precedent set forth therein. As of the date of this Agreement (and assuming that Seller, the Polycom Companies and their respective Affiliates and representatives provide the cooperation and assistance required by this Agreement and satisfy the conditions set forth in Article VIII) and based on the part of Parent or the Purchaser under any Financing Commitment, and, facts and events known by Buyer as of the date hereofof this Agreement, neither Parent nor the Purchaser Buyer has any reasonable basis no reason to believe that any of the conditions in the Debt Financing Commitment will not be satisfied on a timely basis, or that the full amount of the Debt Financing will not be made available to it will be unable to satisfy on a timely basis in order to consummate the transactions contemplated hereby. Buyer has not received notice that the lenders party thereto intend to terminate any material portion of the Debt Financing Commitment or not to provide any of the Debt Financing. The net proceeds from the Financing, together with cash on hand, will be sufficient for Buyer to pay the Required Amount. Buyer, or its Affiliates or Subsidiaries, as applicable, has paid in full any and all commitment or other fees required by the Debt Financing Commitment that are due as of the date of this Agreement and will pay (or cause to be paid), after the date of this Agreement, all other such fees thereunder as they become due. Except for the Fee Letter, there are no side letters, understandings or other agreements or arrangements relating to the Debt Financing to which Buyer or any of its controlled Affiliates is a party. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing other than those set forth in this Agreement or the Debt Financing Commitments or the payment of fees payable pursuant to the fee letters with respect to the Debt Financing Commitment (collectively, the “Disclosed Conditions”). No Person has any right to impose, and none of Buyer or any counterparty to any Debt Financing Commitment has any obligation to accept, any condition precedent to such funding, other than the Disclosed Conditions, any reduction to the aggregate amount available under the Debt Financing Commitments on the Closing Date, or any term or condition to be satisfied by it in any that would have the effect of reducing the aggregate amount available under the Debt Financing Commitments on or prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws under the Note in accordance with the term of the NoteClosing Date.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent Buyer has delivered to the Company true Seller Parent true, correct and complete copies of (i) the executed equity commitment letters, dated as of the date hereof, among Buyer and Vatera Healthcare Partners LLC and JWC Rib-X, LLC, respectively (together with their respective officers, employees, directors, affiliates, partners, controlling parties, advisors, agents and representatives, the “Equity Financing Sources”) (including any replacement or amendment thereof (that does not adversely affect or delay in any material respect the ability of Buyer to fund the Purchase Price at Closing), the “Equity Commitment Letters”), (ii) the executed commitment letters letter, dated as of the date hereof, among Deerfield Private Design Fund IV, L.P. (together with its officers, employees, directors, affiliates, partners, controlling parties, advisors, agents and representatives, the “Debt Financing Sources” and, together with the Equity Financing Sources, the “Financing CommitmentsSources”) 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”), pursuant to which and (iii) all registration rights agreements and other agreements entered into by the parties thereto have agreedEquity Financing Sources in connection with the Transactions. The Commitment Letters will provide financing in an aggregate amount set forth therein, and subject only to the terms and conditions precedent set forth therein (the “Financing Conditions”), to provide or cause to be provided the bank financing set forth therein for the purposes of financing the transactions contemplated hereby, including the Offer and the Merger (the “Financing”). The Financing Commitments Equity Commitment Letters provide that Seller Parent is a third-party beneficiary thereof. As of the date of this Agreement, 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 paid in full any all fees, expenses and other amounts in connection with the Commitment Letters that are payable on or prior to the date of this Agreement and, as of the date of this Agreement, the Commitment Letters are in full force and effect and are legal-67- the valid, valid binding and binding enforceable (in accordance with their terms) obligations of Parent and the Purchaser Buyer and, to Buyer’s Knowledge, as of the knowledge of Parentdate 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 or investing, as applicable, of the full amount (or any portion) of the Financing (including any condition relating to the availability of the Debt Financing relating to any “flex” provision), other than as expressly set forth in the Financing Conditions. Commitment Letters delivered to Seller Parent or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior pursuant to the date hereofthis Section 5.12. As of the date hereofof this Agreement and assuming the satisfaction or waiver (to the extent permitted by Law) of the conditions to Buyer’s obligation to consummate the Transactions, (a) no event has occurred which, which (with or without notice, lapse of time or both, would ) could constitute a default or breach on or failure to satisfy a condition by Buyer under the part of Parent or the Purchaser under any Financing Commitment, and, as terms and conditions of the date hereof, neither Parent nor the Purchaser has Commitment Letters and (b) Buyer does not have any reasonable basis reason to believe that it any of the conditions to the Financing will not be unable to satisfy satisfied by Buyer on a timely basis any material term or that the Financing will not be available to Buyer on the date of the Closing. For the avoidance of doubt, it is not a condition to be satisfied by it in any of Closing under this Agreement for Buyer to obtain the Financing Commitments on or prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws under the Note in accordance with the term of the Noteany Alternative Financing.

Sufficient Funds. The (a) As of the Closing Date, the Buyer will have sufficient funds to effect the Closing as contemplated hereby. (b) As of the date hereof, the Buyer has (i) agreed to issue to Warburg Pincus, and Warburg Pincus has agreed to subscribe for and purchase, Three Hundred and Fifty Million Dollars ($350,000,000) of common stock and preferred stock of the Buyer (the "Equity Investment"), which amount, subject to the receipt by the Buyer of the Bank Consents, will be funded into escrow by Warburg Pincus not more than fifteen (15) Business Days after the date hereof pursuant to the terms of the Equity Investment Agreements, and (ii) received a letter (the "Financing Commitment Letter") from Citicorp USA, Inc., Citigroup Global Markets Inc. and Canadian Imperial Bank of Commerce confirming their commitments, on the terms and subject to the conditions thereof, to provide and arrange for the syndication of a senior secured credit facility in an aggregate proceeds principal amount of not less than One Billion and Fifty Million Dollars ($1,050,000,000) (the "Financing Commitments") in connection with the transactions contemplated hereby. As contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time Equity Investment Agreements and the Effective Time to cause Financing Commitment Letter, the Purchaser to accept for payment proceeds from the validly tendered Shares Equity Investment and to consummate the Merger, as applicable, and to repay credit facilities described in the indebtedness of Financing Commitment Agreement will be used by the Company outstanding as of the Effective Time. Parent has delivered to the Company true and complete copies of executed commitment letters (the “Financing Commitments”), pursuant to which the parties thereto have agreed, subject only to the conditions precedent set forth therein (the “Financing Conditions”), to provide or cause to be provided the bank financing set forth therein Buyer for the purposes of financing of, among other things, consummating the transactions contemplated hereby, including the Offer payment of the Purchase Price payable pursuant to Section 3.1. A true and complete copy of the Equity Investment Agreements and the Merger (Financing Commitment Letter have been delivered to the “Financing”)Company. The Each of the Equity Purchase Agreement and the Financing Commitments are Commitment Letter is in full force and effect and are legal, valid and binding obligations of Parent and the Purchaser and, upon the funding of the Equity Investment into escrow pursuant to the knowledge terms of Parentthe Equity Investment Agreements, the other parties theretoEquity Escrow Agreement will be in full force and effect. There are no conditions precedent or other contingencies related Except for amendments and modifications agreed to in writing by the funding or investingMajority Sellers in accordance with Section 7.15, as applicable, none of the full amount of Equity Investment Agreements or the Financing other than the Financing Conditions. Parent Commitment Letter has been amended or the Purchaser have fully paid modified in any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof. respect. (c) As of the date hereof, the Buyer knows of no event has occurred which, with circumstance or without notice, lapse condition that may reasonably be expected to prevent the availability at the Closing of time or both, would constitute a default or breach the requisite financing to consummate the transactions contemplated by this Agreement on the part of Parent terms set forth herein, as provided in the Equity Investment Agreements or the Purchaser under any Financing Commitment, and, as of the date hereof, neither Parent nor the Purchaser has any reasonable basis to believe that it will be unable to satisfy on a timely basis any material term or condition to be satisfied by it in any of the Financing Commitments on or prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws under the Note in accordance with the term of the NoteCommitment Letter.

Sufficient Funds. (a) The aggregate proceeds contemplated by Class A Purchaser will have available to it at the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with Closing sufficient funds to enable it to pay in full at the Acceptance Time and Closing the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness entire amount of the Company outstanding as of the Effective Time. Parent has Class A Purchase Price in immediately available cash funds. (b) The Class B Purchasers have delivered to the Company true correct and complete copies of (i) the executed commitment Credit Agreement (including the schedules and exhibits thereto, and any related fee letters (subject to customary redaction of fees and flex provisions, but only to the “extent relating exclusively to pricing terms by the Financing Commitments”Parties party thereto) in connection therewith), among the Class B Purchasers and lenders party thereto, pursuant to which the parties lenders party thereto have agreedseverally committed to provide the debt financing set forth therein in an aggregate amount of at least five hundred million U.S. dollars ($500,000,000.00) at the Closing (“Debt Financing”), subject only to and (ii) the conditions precedent executed equity commitment letter (the “Equity Commitment Letter,” and the equity financing set forth therein (“Equity Financing,” and together with the “Financing Conditions”)Debt Financing, to provide or cause to be provided the bank financing set forth therein for the purposes of financing the transactions contemplated hereby, including the Offer and the Merger (the “Financing”)) from the Sponsor to provide Equity Financing of at least two hundred seventy million U.S. dollars ($270,000,000.00) at the Closing. The Financing Commitments are Equity Commitment Letter provides that each of the Company and NEP is a third party beneficiary thereof. (c) As of the date of this Agreement, (i) each of the Credit Agreement and the Equity Commitment Letter is in full force and effect and are legal, valid has not been amended or modified in any respect and binding obligations of Parent (ii) the respective commitments contained in the Credit Agreement and the Purchaser andEquity Commitment Letter have not been withdrawn, to the knowledge of Parentmodified, the other parties thereto. There are no conditions precedent reduced, or other contingencies related to the funding or investing, as applicable, of the full amount of the Financing other than the Financing Conditions. Parent or the Purchaser have fully paid rescinded in any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereofrespect. As of the date hereof, each of the Credit Agreement and the Equity Commitment Letter constitutes a valid, binding and enforceable obligation of the Class B Purchasers and, to the Knowledge of the Class B Purchasers, each of the Credit Agreement and the Equity Commitment constitutes a valid, binding and enforceable obligation of the applicable Financing Parties, or Sponsors, as applicable, to provide the Financing contemplated thereby, subject, in each case, only to the satisfaction or waiver of the conditions set forth therein in accordance with the terms thereof, except, in each case, as may be limited by Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding at law or in equity). There are no side letters, other agreements, or other arrangements that would permit the applicable parties to the Credit Agreement or the Equity Commitment Letter to reduce the amount of the Financing or that would otherwise adversely affect the availability of the Financing on the Closing Date. As of the date of this Agreement, no event has occurred whichthat, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent the Class B Purchasers under the Credit Agreement or the Purchaser under any Financing CommitmentEquity Commitment Letter or, and, as to the Knowledge of the date hereofClass B Purchasers, neither Parent nor any other party to the Purchaser has Credit Agreement or the Equity Commitment Letter. The Class B Purchasers have fully paid any reasonable basis to believe that it will be unable to satisfy on a timely basis and all commitment fees or other fees required by the Credit Agreement and the Equity Commitment Letter, any material term related fee letter, and any other document entered into in connection with, or condition related thereto, to be satisfied paid on or before the date of this Agreement. (d) The aggregate proceeds from the Financing, assuming such proceeds are funded in accordance with the terms of the Equity Commitment Letter and the Credit Agreement plus the Commitment Fee (to the extent payable), constitute all of the financing required by it in any the Class B Purchasers to consummate the transactions, and satisfy their obligations, contemplated by this Agreement, including the payment of the Class B Purchase Price at the Closing and payment of all fees and expenses of the Class B Purchasers due and payable at the Closing. The Credit Agreement contains all of the conditions precedent to the obligations of the Financing Commitments on Parties thereunder to make the Debt Financing contemplated thereby available to Class B Purchasers at or prior to the Acceptance TimeClosing, and there are no other conditions precedent to such funding. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds The Equity Commitment Letter contains all of the conditions precedent to the obligations of the Sponsor to make the Equity Financing available to timely fund each of Class B Purchasers at or prior to the draws under the Note in accordance with the term of the NoteClosing, and there are no other conditions precedent to such funding.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent Buyer has delivered to the Company Sellers true and complete copies of executed (i) the commitment letters letter, dated November 7, 2006 among the Buyer, UBS Loan Finance LLC, UBS Securities LLC, Credit Suisse Securities (USA) LLC and Credit Suisse, Cayman Islands Branch (the “Financing CommitmentsDebt Commitment Letter”)) and (iii) the equity commitment letter, pursuant to which dated as of the parties thereto have agreeddate hereof, subject only to between the conditions precedent set forth therein buyer and Onex Partners II LP (the “Financing Conditions”)Equity Commitment Letter” and, to provide or cause to be provided together with the bank financing set forth therein for the purposes of financing the transactions contemplated herebyDebt Commitment Letter, including the Offer and the Merger (the “FinancingCommitment 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 Financing Commitments Commitment Letters are in full force and effect and are legal, valid and binding obligations of Parent and the Purchaser and, to the knowledge of Parent, the other parties theretoeffect. There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of amounts set forth in the Financing Commitment Letters, other than as set forth in the Financing ConditionsCommitment Letters. Parent or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior The aggregate proceeds to be disbursed pursuant to the date hereofagreements contemplated by the Commitment Letters will be sufficient for the Buyer to consummate the Contemplated Transactions, including paying all amounts payable under this Agreement, and to pay all related fees and expenses. As of the date hereofof this Agreement, the Buyer has no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser under any Financing Commitment, and, as of the date hereof, neither Parent nor the Purchaser has any reasonable basis reason to believe that it will be unable to satisfy on a timely basis any material term or condition to be satisfied by it in any of the Financing Commitments on or prior conditions to the Acceptance Time. Parent has, together with Parentfinancing contemplated by the Commitment Letters that are in the Buyer’s current cash on hand and existing credit facility, sufficient funds or its Affiliates’ control will not be satisfied or that such financing will not be available to timely fund each of the draws under Buyer on the Note in accordance with the term of the NoteClosing Date.

Sufficient Funds. The aggregate proceeds contemplated by the Financing (as defined below), together with Parent’s current cash on hand and existing credit facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the Effective Time. Parent has delivered to the Company true and complete copies of executed commitment letters the Wells Fargo Century Inc. Letter, dated as of the date hereof, by a▇▇ ▇▇ong Wells Fargo Century Inc., Parent and Merger Sub (the “Financing Commitments”"FIRST DEBT L▇▇▇▇▇"), pursuant to which the parties thereto have agreedOre Hill Fund L.P. Letter, subject only to dated as of the conditions precedent set forth therein date hereof, by and among Ore Hill Fund L.P., Parent and Merger Sub (the “Financing Conditions”)"SECOND DEBT LETTER") and the Chase Capital Letter, to provide or cause 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, ▇▇▇▇ie Capital and Middlegate Securities Ltd. (the "EQUITY COMMITM▇▇▇ ▇▇TTERS" and, together with the Debt Commitment Letters, the "COMMITMENT LETTERS", the financing to be provided thereunder is referred to herein as the bank financing set forth therein for the purposes of financing the transactions contemplated hereby, including the Offer and the Merger (the “Financing”"FINANCING"). The aggregate proceeds of the Financing Commitments are in full force an amount sufficient to consummate the Transactions, including to pay the aggregate Merger Consideration, and effect to pay all related fees and are legalexpenses. As of the date hereof, valid none of the Commitment Letters has been withdrawn, and binding obligations of Parent and the Purchaser and, to the knowledge of Parent, the other parties thereto. There there are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of the Financing Financing, other than those set forth in the Financing ConditionsCommitment Letters. Subject to receipt of the aggregate proceeds of the Financing, at the Effective Time, Parent or and Merger Sub will have sufficient cash and cash equivalent resources available to pay the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior aggregate Merger Consideration pursuant to the date hereof. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or the Purchaser under any Financing Commitment, and, as of the date hereof, neither Parent nor the Purchaser has any reasonable basis to believe that it will be unable to satisfy on a timely basis any material term or condition to be satisfied by it in any of the Financing Commitments on or prior to the Acceptance Time. Parent has, together with Parent’s current cash on hand and existing credit facility, sufficient funds available to timely fund each of the draws under the Note in accordance with the term of the NoteTransactions.