Common use of Sufficient Funds Clause in Contracts

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has not been amended, supplemented or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect.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

Sufficient Funds. Parent and Merger Sub (adirectly or through one or more affiliates) will have all of the funds immediately available as and when needed that are necessary to (i) consummate the Offer at the Acceptance Time, (ii) consummate the Merger at the Closing, (iii) otherwise perform their respective obligations under this Agreement and (iv) pay any fees, expenses or other amounts payable by Parent has delivered or Merger Sub in connection with the consummation of the transactions contemplated by this Agreement (the “Intended Purposes”). Parent and Merger Sub have provided to the Company an accurate a true and complete copy of a fully executed commitment letter, together with dated as of the date hereof (including all schedules exhibits, schedules, annexes, supplements, amendments and exhibits joinders thereto, dated November 7collectively, 2013 (the “Commitment Letter”), between Parent from the lenders party thereto (collectively, the “Lenders”) and Jefferies Finance LLC 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 “Jefferiesmarket 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”). Pursuant to the Commitment Letter, pursuant to which Jefferies has agreed, and subject to the terms and conditions thereof, the Lenders have committed to provide Guarantor and Parent with the amounts set forth therein in the Commitment Letter (the “Financing Conditions”), to provide the debt financing set forth therein (the “Financing CommitmentDebt Financing”) for the purpose purposes of financing the TransactionsOffer, the repayment or refinancing of certain of the Company’s Merger and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exceptionother transactions contemplated by this Agreement. As of the date hereof, the Commitment Letter is in full force and effect and constitutes a valid and binding obligation of Guarantor and Parent, and to the knowledge of Parent and Merger Sub, the Lenders, enforceable in accordance with its terms (except that (x) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transfer, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (y) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought). 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 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 funds available to Parent and Merger Sub to fund the Intended Purposes, and the Commitment Letter has not been amended, supplemented restated or otherwise modified in any respect, manner prior to the date hereof and none of the respective commitments contained therein has in the Commitment Letter have not been withdrawn, terminated, repudiated reduced, withdrawn or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or respect prior to the date hereof. There are 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 by Guarantor or Parent under any term of, or (B) a failure to satisfy any condition by Guarantor or Parent or, to the knowledge of Parent and Merger Sub, any Lender under, the Commitment Letter and (ii) assuming the satisfaction of the Minimum Condition and the satisfaction, or waiver by the Merger Sub, of the other conditions precedent set forth in Annex I, neither Parent nor Merger Sub has any reason to believe that (x) any condition or other contingencies contingency related to the funding of the full amount of the Debt Financing Commitment will not be satisfied at the Closing, other than Acceptance Time or (y) the Financing Conditions. As full amount of the date hereof, Debt Financing will not be available to Guarantor and Parent at the Acceptance Time. Guarantor or Parent has no reason to believe that it fully paid, or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required caused to be satisfied paid, any and all commitment or other fees required by it the Commitment Letter on or prior to the Closingdate hereof. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

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

Sufficient Funds. (a) Parent and the 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 the same may be extended from time to time pursuant to this Agreement) and at the Effective Time, the funds necessary to consummate the Offer and the Merger, including (i) to pay to purchase the Shares in the Offer, the Merger Consideration, the Option Payments and the Warrant Payments and (ii) to pay all transaction fees and expenses incurred by Parent and the Purchaser in connection with this Agreement and the transactions contemplated hereby. (b) Parent has delivered to the Company an accurate true, complete and complete copy correct copies of a (i) executed commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 letters (the “Commitment Letter”), between Parent and Jefferies Finance LLC (“JefferiesDebt Financing Commitments”), pursuant to which Jefferies has 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 “Financing ConditionsDebt Financing”), and (ii) executed equity commitment letters (the “Equity Commitment Letter”, and together with the Debt Financing Commitments, the “Financing Commitments”), pursuant to provide which certain persons (collectively, the debt financing “Equity Investors”) have committed, subject to the terms and conditions thereof, to invest the amount set forth therein (the “Financing Commitment”) for Equity Financing,” and together with the purpose of financing the TransactionsDebt Financing, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) “Financing”). The Financing Commitment is Commitments are in full force and effect as of the date hereof and is are a legal, valid and binding obligation of Parent and Jefferiesthe Purchaser, enforceable against Parent and Jefferies in accordance with its terms and conditionsand, subject to the Bankruptcy and Equity Exception. As knowledge of Parent, of the date hereof, other parties thereto. None of the Financing Commitment Commitments has been or is expected to be amended or modified, except as permitted by Section 5.12, and the respective commitments contained in the Financing Commitments have not been amended, supplemented or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated withdrawn or rescinded in any respect. 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; provided that Parent is not making any representation regarding the effect of the inaccuracy of the representations and warranties in Article 3. Neither Parent nor the Purchaser has paid any and all commitment fees reason to believe that it will be unable to satisfy any material term or other fees condition of closing to be satisfied by it in connection with any of the Financing Commitment Commitments on the Closing Date; provided that are payable on 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 date hereofobligations of the parties thereunder to make Financing available to Parent on the terms therein. There are no conditions precedent side letters or other contingencies agreements, contract 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 Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition as expressly set forth in or contemplated by the Debt Financing Commitment that is required to be satisfied by it on or prior to the ClosingCommitments. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

Sufficient Funds. (a) The aggregate proceeds from the Financing, together with Parent’s current cash on hand, will provide Parent with sufficient funds at the Effective Time to consummate the Merger and to pay all costs, fees and expenses incurred by Parent, Merger Sub and the Company in connection with this Agreement and the transactions contemplated by this Agreement (including any refinancing or repayment of indebtedness of Parent, Merger Sub or the Company required in connection therewith). (b) Parent has delivered to the Company an accurate true, complete and complete copy correct copies of a executed commitment letter, together with all schedules and exhibits theretoletters, dated November 7as of the date hereof, 2013 from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Bank of America, N.A. (the “Commitment Letter”), between Parent and Jefferies Finance LLC (“JefferiesFinancing Commitments”), pursuant to which Jefferies has the Debt Financing Sources parties thereto have agreed, subject only to the terms and conditions precedent set forth in the fourteenth paragraph of the Financing Commitment letter; the Certain Funds Provision (as defined in the Financing Commitments) therein and, solely with respect to the senior secured facilities described in the Financing Commitments, the other conditions set forth therein in Part IV of the Senior Term Sheet (as defined in the Financing Commitments) under the heading “Initial Conditions” and the conditions set forth in clause (a) of Part IV of the Senior Term Sheet under the heading “Ongoing Conditions”; and, solely with respect to the bridge facility described in the Financing Commitments, the other conditions set forth in Section 4 of the Bridge Term Sheet (as defined in the Financing Commitments) under the heading “Initial Conditions” (collectively, the “Financing Conditions”), to provide the debt financing set forth therein for the purposes of financing the transactions contemplated hereby (the “Financing CommitmentFinancing”) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) ). The Financing Commitment is Commitments are in full force and effect as of the date hereof of this Agreement and is a are legal, valid valid, binding and binding obligation enforceable obligations of Parent and Jefferiesand, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity ExceptionKnowledge of Parent, the other parties thereto. As of the date hereofof this Agreement, none of the Financing Commitment Commitments has not been amended, supplemented or modified in any respect, and none of the respective commitments contained therein has in the Financing Commitments have not been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with None of the Financing Commitments will be amended, supplemented, modified or waived in any respect at any time thereafter except as expressly permitted by Section 5.13(b). As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub under any term, or a failure of any condition, of any Financing Commitment and neither Parent nor Merger Sub has any reason to believe that are payable (i) it or any other party thereto will be unable to satisfy on a timely basis any term of, or condition set forth in, the Financing Commitments on or prior to the date hereofClosing or (ii) the Financing will not be made available to Parent and Merger Sub on the Closing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions, and the only conditions precedent or other contingencies relating to the funding of the Financing on the Closing that will be included in the definitive documentation with respect to the Financing shall be the Financing Conditions. As There are no side letters or other agreements, Contracts or arrangements related to the funding of the full amount of the Financing or the financing of any of the transactions contemplated by this Agreement other than as expressly set forth in the Financing Commitments, the fee letters, dated as of the date hereof, from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 no reason delivered to believe that it the Company in a redacted form removing only the fees payable on the Closing to the Debt Financing Sources party thereto, and the engagement letter, dated as of the date hereof, from ▇▇▇▇▇▇▇ 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 has fully paid (or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required caused to be satisfied by it paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Financing, and Parent represents that any other fees that are due under the Financing Commitments are required to be paid no earlier than the Closing. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

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

Sufficient Funds. (a) Assuming the truth and accuracy of the Company’s representations and warranties set forth in Article III and compliance by the Company with its obligations hereunder, in each case, in all material respects, and assuming satisfaction of the conditions in Article VII (other than the conditions set forth in Sections 7.2(a) and 7.2(b) and those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), Parent and Merger Sub will have available to them at the Effective Time all funds and commitments necessary to refinance in full all amounts outstanding under the Company Credit Agreement, the Company Receivables Financing Agreement and the Company Indentures, to pay cash in lieu of fractional shares in accordance with Section 2.2 and to pay the fees and expenses relating to the Merger and the Financing. Parent has delivered to the Company an accurate true and complete copy copies of (i) a fully executed debt commitment letter, together dated as of the date of this Agreement (including all exhibits thereto in effect on the date hereof) and (ii) the executed fee letter referenced therein, relating to fees with all schedules and exhibits theretorespect to the Financing contemplated by the commitment letter (collectively, dated November 7, 2013 (the “Commitment Letter”), between by and among Parent and Jefferies Finance LLC the Financing Sources specified therein (with only fee amounts and other economic terms, and the rates and amounts included in the “Jefferies”flex” provisions, redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, termination or amount of the debt financing contemplated by the commitment letter). Pursuant to the Commitment Letter, pursuant to which Jefferies has agreed, and subject to the terms and conditions thereof, the Financing Sources party thereto have committed to provide Parent with the amounts set forth in the Commitment Letter for the purposes set forth therein (the debt financing contemplated in the Commitment Letter, together with, unless the context otherwise requires, any replacement financing, including any bank financing or debt securities issued in lieu thereof, the “Financing ConditionsFinancing”), to provide . As of the debt financing set forth therein (the “Financing Commitment”) for the purpose date of financing the Transactionsthis Agreement, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing 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 no amendment or modification is contemplated (other than as set forth in the fee letters with respect to flex rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the Commitment Letter as of the date hereof of this Agreement), and is a the Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligation of of, and is enforceable against, Parent and Jefferiesand, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy knowledge of Parent, each of the other parties thereto, subject, in each case, to the Enforceability Exceptions. Except as set forth in the Commitment Letter and Equity Exceptionexcept for any related commitment letters, engagement letters and fee letters related to the permanent financing described in the Commitment Letter, as of the date of this Agreement, there are no contracts, agreements, “side letters” or other arrangements to which Parent or any of its affiliates is a party relating to the Commitment Letter or the Financing. (b) As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, constitutes, or would reasonably be expected to constitute, a default or breach by Parent or, to the knowledge of Parent, any other party thereto, of any term of the Commitment Letter. As of the date hereofof this Agreement, no Financing Source party to the Financing Commitment Letter has not been amended, supplemented notified Parent of its termination or modified in repudiation (or intent to terminate or repudiate) any respect, and none of the commitments contained therein has been withdrawnunder such Commitment Letter or intent not to provide the Financing. Assuming the truth and accuracy of the Company’s representations and warranties set forth in Article III and compliance by the Company with its obligations hereunder, terminatedin each case, repudiated in all material respects, and assuming satisfaction of the conditions in Article VII (other than the conditions set forth in Sections 7.2(a) and 7.2(b) and those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or rescinded in any respect. waiver thereof), Parent has 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 to the extent required, 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 Company Credit Agreement, the Company Receivables Financing Agreement and the Company Indentures, to pay cash in lieu of fractional shares in accordance with Section 2.2 and to pay the fees and expenses relating to the Merger and the Financing. (c) Parent acknowledges that its obligation to consummate the Merger as set forth in this Agreement is not contingent on Parent’s ability to obtain any financing, whether pursuant to the Commitment Letter or otherwise. (d) Parent has fully paid (or caused to be paid) any and all commitment fees or other fees in connection with required by the Financing Commitment that are payable Letter to be paid on or prior to before the date hereofof this Agreement. There are no conditions precedent or other contingencies related to 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 at Letter, (ii) the Closingtruth and accuracy of the Company’s representations and warranties set forth in Article III and compliance by the Company with its obligations hereunder, other than in each case, in all material respects, and (iii) satisfaction of the conditions in Article VII, the aggregate proceeds from the Financing Conditions. As (after netting out applicable fees, expenses, original issue discount and similar premiums and chargers and after giving effect of the date hereofmaximum amount of flex (including original issue discount flex) provided under the Commitment Letter) constitute all of the financing necessary to refinance in full all amounts outstanding under the Company Credit Agreement, the Company Receivables Financing Agreement and the Company Indentures, to pay cash in lieu of fractional shares in accordance with Section 2.2 and to pay the fees and expenses relating to the Merger and the Financing and, when taken together with cash or cash equivalents held by Parent has no reason and the Company on the Closing Date and the other sources of funds available to believe that it or Merger Sub Parent on the Closing Date, will be unable sufficient in amount to satisfy on a timely basis any term or condition pay the foregoing amounts in full. 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 Financing Commitment that is required to be satisfied by it on or prior to the ClosingLetter. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

Sufficient Funds. (a) Parent has delivered to the Company an accurate true and complete copy copies of (i) a fully executed debt commitment 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 exhibits annexes thereto, dated November 7as amended, 2013 (replaced, supplemented, modified or waived from time to time after the date hereof in compliance with Section 6.14(a), collectively, the “Commitment Letter”), between by and among Parent and Jefferies Finance LLC the Financing Sources specified therein (with only fee amounts and other economic terms, and the rates and amounts included in the “Jefferies”flex” provisions, redacted in a customary manner for transactions of this nature, none of which redacted provisions would reasonably be expected to adversely affect the conditionality, availability, enforceability, termination or amount of the Financing). Pursuant to the Commitment Letter, pursuant to which Jefferies has agreed, and subject to the terms and conditions thereof, the Financing Sources party thereto have committed to provide Parent with the amounts set forth in the Commitment Letter for the purposes set forth therein (the debt financing contemplated in the Commitment Letter, together with, unless the context otherwise requires, any replacement financing, including any bank financing or debt securities issued in lieu thereof, the “Financing ConditionsFinancing”), to provide . As of the debt financing set forth therein (the “Financing Commitment”) for the purpose date of financing the Transactionsthis Agreement, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment Letter is in full force and effect as of and 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 date hereof and is a Commitment Letter, in the form so delivered, constitutes the legal, valid and binding obligation of, and is enforceable against, Parent and, to the knowledge of Parent, each of the other parties thereto, subject, in each case, to the Enforceability Exceptions. (b) As of the date of 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 Jefferiesno event has occurred or circumstance exists which, enforceable against with or without notice, lapse of time or both, would reasonably be expected to (i) constitute a default or breach by Parent and Jefferies or, to the knowledge of Parent, any other party thereto, of the Commitment Letter, (ii) constitute or result in accordance with its terms and conditionsa failure to satisfy a condition precedent set forth in the Commitment Letter, or (iii) subject to the Bankruptcy satisfaction of the conditions in Article VII (other than the conditions set forth in Sections 7.3(a) and Equity Exception7.3(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 Closing Date. As of the date hereofof this Agreement, no Financing Source party to the Financing Commitment Letter has not been amended, supplemented notified Parent of its termination or modified in repudiation (or intent to terminate or repudiate) any respect, and none of the commitments contained therein has been withdrawnunder 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, terminatedand (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, repudiated but subject to the satisfaction or rescinded in any respect. waiver thereof), Parent has 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 in connection with required by the Financing Commitment that are payable Letter to be paid on or prior to before the date hereofof this Agreement. There are no conditions precedent or other contingencies related to 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 than 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 Conditions(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 hereofof this Agreement, Parent has there are no reason to believe that it side letters or other agreements, contracts, arrangements or understandings, whether written or oral, entered into by Parent, Merger Sub will 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 any term or condition set forth in the Financing Commitment that is required to be satisfied by it on or prior to at the Closing). (cd) At the Acceptance Time Parent acknowledges and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge agrees that their its obligations under this Agreement are not contingent subject to any conditions regarding Parent’s, Merger Sub’s or conditioned in any manner on obtaining of their respective affiliates’ or any funds or financingother person’s ability to obtain financing for the consummation of the transactions contemplated hereby.

Sufficient Funds. (a) Parent has delivered to the Company complete and accurate copies of (a) an accurate and complete copy of a executed commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 letter (the “Debt Commitment Letter”)) from Credit Suisse Securities (USA) LLC, between Parent Credit Suisse AG, HSBC Securities (USA) Inc., HSBC Bank USA, National Association, and Jefferies Finance LLC Australia and New Zealand Banking Group Limited (the “JefferiesLenders”), pursuant to which Jefferies the Lenders have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein to Polaris Bridge Finance 1 LLC, a Delaware limited liability company and a wholly-owned Subsidiary of an Affiliate of Parent (“Bridge ▇▇▇▇▇”), 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 agreedcommitted to invest the amounts set forth therein, subject to the terms and conditions set forth therein (the “Financing ConditionsAffiliate Financing” and, together with the Debt Financing, the “Financing”), to provide ) and (c) the debt financing set forth therein fee letter associated with the Debt Commitment Letter (the “Financing CommitmentFee Letter”) for (it being understood that such letter has been redacted to omit the purpose fee amounts provided therein). The Affiliate Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof. Bridge ▇▇▇▇▇ is an Affiliate, but not a direct or indirect Subsidiary, of financing the Transactions, the repayment or refinancing of certain Parent. As of the Companydate hereof, and, to Parent’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment is in full force and effect knowledge as of the date hereof of existing plans and intentions, as of the Closing, subject to the satisfaction of the conditions to Parent’s obligation to consummate the Merger set forth in Article VII hereof and the accuracy in all material respects of the representations and warranties set forth in the penultimate sentence of Section 4.5(a), the funds provided by the Financing, together with Parent’s and the Company’s consolidated cash on hand (as of the date hereof and as of the Effective Time), will be, if funded at Closing, sufficient to fully fund all of Parent’s and Sub’s obligations under this Agreement in compliance with the terms hereof and the terms of the indebtedness of Parent or the Company or their respective Subsidiaries, including payment of the aggregate Merger Consideration and payment of all fees and expenses related to the transactions contemplated by this Agreement and any refinancing of indebtedness of Parent or the Company or their respective Subsidiaries in connection therewith. Except as set forth in (i) the Financing Commitments and (ii) Section 2 of the Affiliate Commitment Letter, there are no conditions precedent to the respective obligations of the Lenders to fund the Debt Financing or of Investor to fund the Affiliate Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing, that would permit Investor to reduce the amount of the Affiliate Financing or that could otherwise affect the availability of the Debt Financing or the Affiliate Financing. The Affiliate Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and Investor and the Debt Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of, Parent and Bridge ▇▇▇▇▇ and, to the knowledge of Parent, all other parties thereto. There are no contractual or, as of the date hereof, legal restrictions that would prohibit the Bridge Note Issuers (as defined in Annex III to Exhibit B of the Debt Commitment Letter) from causing the full amount of the proceeds of the unsecured bridge loans and the proceeds of the Bridge Notes (as defined in Annex III to Exhibit B of the Debt Commitment Letter), if received by the Bridge Note Issuers, to be made available to Merger Sub in connection with the consummation of the transactions contemplated hereby. The administrative agent fee letter associated with the Debt Commitment Letter does not contain any conditions precedent to the funding of the bridge facilities contemplated by the Debt Commitment Letter or the issuance by certain Subsidiaries of Parent of senior secured notes and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to senior notes as contemplated by the Bankruptcy and Equity ExceptionDebt Commitment Letter. As of the date hereof, each of the Financing Commitment Commitments is in full force and effect and has not been amended, supplemented withdrawn or terminated or otherwise amended or modified in any respect, . All commitment and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with required to be paid under the Financing Commitment that are payable Commitments on or prior to the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closinghereof have been paid and, other than the Financing Conditions. As as of the date hereof, to the knowledge of Parent, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Financing Commitments inaccurate in any material respect. Assuming no breach or default by the Company under this Agreement, there is no fact or occurrence known to Parent or Sub as of the date of this Agreement that would cause the conditions to funding of the Financing not to be satisfied at or before the Effective Time, and, subject to such assumption, neither Parent nor Sub has no reason to believe as of the date hereof that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required of closing to be satisfied by it on or prior to contained in the ClosingFinancing Commitments. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

Sufficient Funds. (a) Parent Prior to the execution and delivery of this Agreement, the Purchaser has delivered to the Company an accurate true and complete copy copies of a the following commitment letterletters, together with all schedules and exhibits theretowhich are unamended as of the date hereof, dated November 7, 2013 evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter (the “Commitment Letter”)) dated February 15, between Parent 2008 made by M▇▇▇▇▇ S▇▇▇▇▇▇ Bank International Limited and Jefferies Finance LLC its affiliates (collectively the “JefferiesLenders”)) 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 Jefferies has agreedthe Lenders, in the case of the Commitment Letter, and the Equity Sponsor, in the case of the Equity Commitment Letter, have committed to provide the Purchaser with debt and equity financing in the amounts of US$850,000,000 and Cdn$1,643,000,000, respectively, subject to the terms thereof. The commitments described in the Commitment Letter and the Equity Commitment Letter are not subject to any condition precedent other than the conditions expressly set forth therein (the “Financing Conditions”), to provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing the Transactions, the repayment or refinancing of certain therein. As of the Company’s date hereof (A) each of the Commitment Letter and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Equity Commitment Letter is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferiesthe Purchaser and, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy knowledge of the Purchaser, the Lenders, in the case of the Commitment Letter, and the Equity ExceptionSponsor, in the case of the Equity Commitment Letter, (B) no amendment or modification to either the Commitment Letter or the Equity Commitment Letter is contemplated, and (C) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser under the Commitment Letter or the Equity Commitment Letter, respectively, or excuse the Lenders or the Equity Sponsor from their commitments thereunder. As of the date 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), the Financing Commitment has Purchaser does not been amended, supplemented or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will shall be unable to satisfy on a timely basis any term or condition set forth in of closing of the Financing Commitment that is required financing to be satisfied by it on contained in the Commitment Letter or prior the Equity Commitment Letter and is not aware of any existing fact, occurrence or state of events that may cause any of the terms or conditions of closing of such financings not to be met so as to enable the Purchaser to draw down in full the amounts committed thereunder or of any impediment to the Closing. (c) At funding of the Acceptance Time cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Effective TimeEquity Commitment Letter is funded, Parent will have available, the net proceeds contemplated by the Commitment Letter and will make available the Equity Commitment Letter shall in the aggregate be sufficient for the Purchaser to Merger Sub (through Intermediary), all pay the aggregate Consideration to be paid pursuant to the Arrangement and any other amounts required to be paid by the Purchaser in connection with the consummation of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 transactions contemplated by this Agreement and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

Sufficient Funds. (a) R1 and Parent has have delivered to the Company an accurate true, correct, and complete copy copies of a (i) executed commitment letterletters from each of the financial institutions identified therein, together with dated as of the date hereof (including all exhibits, schedules and exhibits annexes thereto, dated November 7, 2013 (the “Senior Debt Commitment Letter”), between Parent (ii) executed commitment letters from each of the subordinated lenders identified therein, dated as of the date hereof (including all exhibits, schedules and Jefferies Finance LLC 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 “JefferiesFee 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 Jefferies has agreedwhich, and subject to the terms and conditions of which, the lenders party thereto (the “Lenders”) have committed to lend the amounts set forth therein to Parent (the “Financing ConditionsDebt Financing” or the “Financing”), to provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment is Letters are in full force and effect as of the date hereof and is have not been withdrawn, rescinded, or terminated, or otherwise amended or modified in any respect and are a legal, valid and binding obligation of Parent and Jefferiesto the knowledge of Parent, the other parties thereto, enforceable against Parent and Jefferies in accordance with its their terms except as may be limited by the Enforceability Exceptions. Other than the Commitment Letters and conditionsthe Fee Letter, subject there are no other agreements, side letters or arrangements relating to the Bankruptcy and Equity ExceptionFinancing Commitments that would affect the availability of the Financing. Neither R1, Parent nor Merger Sub is in breach of any of the terms or conditions set forth in the Commitment Letters. As of the date hereofof 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 Commitment 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 date on which the Closing would otherwise occur pursuant to this Agreement. R1, Parent or Merger Sub has not been amended, supplemented or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or before the date of this Agreement. Assuming the closing conditions set forth in connection 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 Financing terms of the Commitment that are payable Letters, the aggregate proceeds from the Financing, together with cash on or prior 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 hereof. There are no conditions precedent or other contingencies related obligations of the parties thereunder to the funding of make the full amount of the Financing Commitment at available to Parent on the Closing, other than the Financing Conditionsterms set forth therein. As of the date hereofof this Agreement, none of the Financing Commitments has been terminated or withdrawn and no Lender has notified R1, Parent has no reason to believe that it or Merger Sub will be unable in writing of its intention to satisfy on a timely basis any term terminate or condition set forth in withdraw the Debt Financing Commitment that is required to be satisfied by it on or prior to the ClosingCommitments. (c) At the Acceptance Time and the Effective TimeThe obligations of R1, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent subject to any conditions regarding R1’s, Parent’s, Merger Sub’s, their respective Affiliates’, or conditioned in any manner on obtaining any funds or financingother Person’s ability to obtain financing for the consummation of the Transactions contemplated hereby.

Sufficient Funds. (a) Parent has delivered to the Company an accurate complete, correct and complete copy fully executed copies of a commitment letterletter and a related fee letter (which in the case of such fee letter may be subject to redaction in a customary manner with respect to fee amounts, together with all schedules and exhibits theretoincluding fee amounts in any flex terms) (collectively, dated November 7, 2013 (the “Commitment Letter”), between Parent and Jefferies Finance LLC (“Jefferies”), ) from the Financing Sources pursuant to which Jefferies has agreedthe Financing Sources have committed to provide to Parent and Merger Sub, upon the terms and subject to the terms and conditions set forth therein (the “Financing Conditions”)therein, to provide the debt financing in the amounts set forth therein (the “Financing Commitment”) for the purpose purposes of financing the Transactionstransactions contemplated by this Agreement, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and paying related fees and expenses. expenses (b) The Financing Commitment is in full force and effect as of such debt financing, the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception“Initial Financing”). As of the date hereof, the Financing Commitment Letter is in full force and effect and is a valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity. As of the date hereof, the Commitment Letter has not been amended, supplemented amended or modified in any material respect, and none and, to the knowledge of Parent, the commitments contained therein has in the Commitment Letter have not been withdrawn, terminated, repudiated rescinded or rescinded otherwise modified in any material respect. Subject to the terms and conditions of the Commitment Letter, the aggregate proceeds of the Initial Financing, together with Parent’s unrestricted cash on hand, are in an aggregate amount sufficient to pay all obligations of Parent and Merger Sub hereunder, including (a) the amounts payable pursuant to Section 1.4(e), and (b) all of the out-of-pocket costs of Parent, Merger Sub and the Surviving Company arising from the consummation of the transactions contemplated by this Agreement and there will be no restriction on the use of such cash for such purposes. The Commitment Letter delivered to the Company contains all of the conditions precedent to the obligations of the parties thereunder to fund the full amount of the Initial Financing contemplated by the Commitment Letter. Other than the Commitment Letter itself (including the redacted fee letter provided to the Company as of the date hereof) and other than certain customary engagement letters and confidentiality agreements with respect to the Initial Financing, there are no other fee letters, engagement letters, side letters, agreements, contracts or other arrangements relating to the Commitment Letter. As of the date hereof, assuming the condition set forth in Section 5.3(a) is satisfied, no event has occurred which, with or without notice, lapse of time or both, would constitute or reasonably be expected to constitute a default or breach on the part of Parent under any material term of, or a failure of any condition or inability to satisfy any conditions precedent to funding the full amount of the Initial Financing under, the Commitment Letter or otherwise result in any portion of the Initial Financing to be unavailable or materially delayed. As of the date hereof, and assuming that the conditions set forth in Section 5.1 and Section 5.3 are satisfied, Parent does not have reason to believe that it will be unable to satisfy on a timely basis any condition to the Initial Financing under the Commitment Letter required to be satisfied by it at or prior to the Closing, or that any portion of the Initial Financing contemplated thereby will be unavailable to Parent at the Closing. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitment Letter that are due and payable on or prior to before the date hereofof this Agreement. There are no conditions precedent or other contingencies related to the funding Each of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to be satisfied by it on or prior to the Closing. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge affirms that their it is not a condition to the Closing or to any of its other obligations under this Agreement are not contingent (including consummating the Merger) that Parent and/or Merger Sub (or conditioned in the Surviving Company) obtain financing for or related to any manner on obtaining any funds or financingof the transactions contemplated by this Agreement.

Sufficient Funds. (a) Parent 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 this Agreement. Buyer has delivered to the Company an accurate a true, complete and complete correct copy of each of (a) a fully executed debt commitment 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, together with including all schedules exhibits, schedules, annexes and exhibits joinders thereto, dated November 7as the same may be amended, 2013 (modified, supplemented, extended or replaced from time to time is referred to herein as the “Debt Commitment Letter”), between among Buyer, Parent and Jefferies Finance LLC (“Jefferies”)the Financing Sources party thereto, pursuant to which Jefferies has which, among other things, the Financing Sources have agreed, subject to the terms and conditions of the Debt Commitment Letter, to provide or cause to be provided, on a several and not joint basis, the debt financing in the aggregate amount set forth therein (the “Financing Conditions”), to provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing funding the Transactionstransactions contemplated by this Agreement. The Debt Commitment Letter is, the repayment or refinancing of certain as of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment is date of this Agreement, in full force and effect effect. The Debt Commitment Letter is, as of the date hereof and is a of this Agreement, the legal, valid valid, binding and binding Enforceable obligation of Buyer and Parent and Jefferiesand, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy knowledge of Buyer, the other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exceptionother similar applicable Legal Requirements affecting or relating to the enforcement of creditors’ rights generally and by general principles of equity. As of the date hereofof this Agreement, (x) the Financing Debt Commitment Letter has not been amended, supplemented modified, supplemented, extended or modified in any respect, replaced and none of the commitments contained therein no provision thereof has been withdrawnwaived, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the date hereof, (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. There As of the date of this Agreement there are no conditions precedent or other contingencies related to the funding of the full amount of amounts contemplated by the Financing Debt Commitment at the ClosingLetter, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition conditions expressly set forth in the Financing Debt Commitment that is required to be satisfied by it on Letter, and there a no side letters or prior other Contractual Obligations or arrangements related to the ClosingFinancing other than as expressly set forth in the Debt Commitment Letter. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

Sufficient Funds. (a) Parent Buyer has delivered to the Company an accurate complete and complete copy correct copies of a (i) the executed commitment letter, dated as of the date hereof, from ▇▇▇▇▇ Fargo Bank, National Association (together with all exhibits, annexes, schedules and exhibits attachments thereto, dated November 7including the Redacted Fee Letter, 2013 (the “Debt Commitment Letter”), between Parent and Jefferies Finance LLC (“Jefferies”), pursuant to which Jefferies has agreedwhich, and subject to the terms and conditions thereof, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing Conditions”), to provide the debt financing set forth therein (the “Financing Commitment”) Buyer for the purpose of financing the Transactionstransactions contemplated by this Agreement (such financing, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses“Debt Financing”). (b) The Financing Commitment is in full force and effect as Assuming the satisfaction of the date hereof and is a legalconditions to Buyer’s obligation to purchase all of the Company Interests from the Sellers, valid and binding obligation the aggregate net proceeds of Parent and Jefferies, enforceable against Parent and Jefferies the Debt Financing (when funded in accordance with its the terms of the Debt Commitment Letter) together with Buyer’s available cash will be sufficient for Buyer, to consummate the transactions contemplated hereby and conditions, subject to pay all related fees and expenses for which Buyer will be responsible. The Debt Commitment Letter sets forth all of the conditions precedent of Buyer to the Bankruptcy and Equity Exception. As obligations of the date hereof, lenders party thereto to make the Financing Commitment has not been amended, supplemented or modified in any respect, and none full amount of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded Debt Financing available to Buyer on the terms set forth in any respect. Parent has paid any the Debt Commitment Letter and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the date hereof. There there are no other conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the ClosingDebt Financing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition except as expressly set forth in the Financing Debt Commitment Letter. Buyer affirms that it is required not a condition to be satisfied by it on Closing 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 any of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their its other obligations under this Agreement are not contingent that Buyer obtain financing for or conditioned in related to any manner on obtaining any funds or financingof the transactions contemplated hereby.

Sufficient Funds. (a) Parent has The Class A Purchaser will have available to it at the Closing sufficient funds to enable it to pay in full at the Closing the entire amount of the Class A Purchase Price in immediately available cash funds. (b) The Class B Purchasers have delivered to the Company an accurate correct and complete copy copies of a commitment letter, together with all (i) the executed Credit Agreement (including the schedules and exhibits thereto, dated November 7and any related fee letters (subject to customary redaction of fees and flex provisions, 2013 (but only to the “Commitment Letter”extent relating exclusively to pricing terms by the Financing Parties party thereto) in connection therewith), between Parent among the Class B Purchasers and Jefferies Finance LLC (“Jefferies”)lenders party thereto, pursuant to which Jefferies has agreed, subject to the terms and conditions set forth therein (the “Financing Conditions”), lenders party thereto have severally 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”), and (ii) the executed equity commitment letter (the “Financing Commitment”) for Equity Commitment Letter,” and the purpose of equity financing set forth therein (“Equity Financing,” and together with the TransactionsDebt Financing, the repayment or refinancing “Financing”)) from the Sponsor to provide Equity Financing of certain at least two hundred seventy million U.S. dollars ($270,000,000.00) at the Closing. The Equity Commitment Letter provides that each of the Company’s Company and the Company Subsidiary’s existing indebtedness and related fees and expensesNEP is a third party beneficiary thereof. (bc) The Financing As of the date of this Agreement, (i) each of the Credit Agreement and the Equity Commitment Letter is in full force and effect as of and has not been amended or modified in any respect and (ii) the date hereof respective commitments contained in the Credit Agreement and is a legalthe Equity Commitment Letter have not been withdrawn, valid and binding obligation of Parent and Jefferiesmodified, enforceable against Parent and Jefferies reduced, or rescinded in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exceptionany respect. 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 Commitment has not been amendedcontemplated thereby, supplemented subject, in each case, only to the satisfaction or modified in any respect, and none waiver of the commitments contained 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 been withdrawnoccurred that, terminatedwith or without notice, repudiated lapse of time or rescinded in both, would constitute a default or breach on the part of the Class B Purchasers under the Credit Agreement or the Equity Commitment Letter or, to the Knowledge of the Class B Purchasers, any respectother party to the Credit Agreement or the Equity Commitment Letter. Parent has 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 date of this Agreement. (d) The aggregate proceeds from the Financing, assuming such proceeds are funded in accordance with the Financing terms of the Equity Commitment that are payable on or prior Letter and the Credit Agreement plus the Commitment Fee (to the date hereofextent payable), 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 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. There are no The Credit Agreement contains all of the conditions precedent or other contingencies related to the funding of the full amount obligations of the Financing Commitment Parties thereunder to make the Debt Financing contemplated thereby available to Class B Purchasers at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to be satisfied by it on or prior to the Closing. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available there are no other conditions precedent to Merger Sub (through Intermediary), such funding. The Equity Commitment Letter contains all of the funds necessary as conditions precedent to the obligations of the Sponsor to make the Equity Financing available to Class B Purchasers at or prior to the Closing, and there are no other conditions precedent to such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financingfunding.

Sufficient Funds. (a) Parent has delivered Prior to the Company an accurate execution of this Agreement, the Purchaser has received and complete copy of accepted (i) a fully executed debt commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 as of the date of this Agreement (the “Debt Commitment Letter”), between Parent and Jefferies Finance LLC (“Jefferies”), pursuant from the Debt Financing Sources party thereto who have committed to which Jefferies has agreed, subject to provide debt financing on the terms and conditions of the Debt Commitment Letter in the amount set forth therein (such debt financing, the “Financing ConditionsDebt Financing”), and (ii) a fully executed equity commitment letter, dated as of the date of this Agreement (such letter, the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”), from The Veritas Capital Fund V, L.P. (the “Purchaser Guarantor”) relating to the commitment of the Purchaser Guarantor to provide the debt equity financing set forth specified therein (the “Financing Commitment”) for Equity Financing” and, together with the purpose of financing the TransactionsDebt Financing, the repayment or refinancing of certain “Financing”), on the terms and conditions of the Company’s Equity Commitment Letter. The Equity Commitment Letter provides, and will continue to provide, that the Company Subsidiary’s existing indebtedness and related fees and expensesParent is a third-party beneficiary thereto as specified therein. (b) Assuming the Financing is funded in accordance with the Commitment Letters, the aggregate proceeds of the Financing are sufficient to allow the Purchaser to consummate the Closing upon the terms contemplated by this Agreement and pay (x) all amounts required to be paid by the Purchaser or its Affiliates at the Closing under the Transaction Documents to which such Person is a party and (y) all related fees and expenses of the Purchaser, its Affiliates and their respective Representatives (as hereinafter defined). Prior to the execution of this Agreement, the Purchaser has delivered to the Parent true and complete copies of the fully-executed Commitment Letters, including all annexes, schedules and other attachments thereto. (c) The Financing Equity Commitment Letter, and, as of the date of this Agreement, the Debt Commitment Letter, is in full force and effect as and is the legal, valid, binding and enforceable obligation of the date hereof and is a legalPurchaser, valid and binding obligation of Parent and Jefferiesand, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy Knowledge of the Purchaser (in the case of the Debt Commitment Letter only), each other party thereto, except as may be limited by bankruptcy, insolvency or other Laws affecting generally the enforceability of creditors’ rights and Equity Exceptionby limitations on the availability of equitable remedies. As of the date hereof, the Financing no Commitment Letter has not been amended, modified or supplemented in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or modified in any respect, and none nor is any such amendment, modification or supplement currently contemplated, nor, to the Knowledge of the commitments contained therein Purchaser (in the case of the Debt Commitment Letter only), is any such withdrawal or rescission currently contemplated. As of the date of this Agreement, the Commitment Letters constitute all of the Contracts entered into between each of the Debt Financing Sources and the Purchaser Guarantor, on the one hand, and the Purchaser and/or its Affiliates (other than the Purchaser Guarantor), on the other hand, with respect to the Financing, other than customary fee letters relating to fees with respect to the Debt Financing (true and complete copies of which have been provided to the Parent prior to the execution hereof, with only fee amounts, pricing caps and certain economic and flex terms (which would not adversely affect the amount or availability of the Debt Financing or include any additional conditions to funding) redacted). The Purchaser has been withdrawnfully paid, terminatedor caused to be fully paid, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or and other fees in connection with and expenses required to be paid under the Financing Commitment that are payable Letters on or prior to the date hereofof this Agreement. There The Commitment Letters are no conditions precedent not subject to any condition of any kind whatsoever, including any subsequent approval process, that is directly or other contingencies indirectly related to the funding of the full amount of the Financing Commitment at the Closing(including any flex provisions), other than the Financing Conditions. As conditions precedent as expressly set forth therein, and, assuming the conditions set forth in Article VIII and Article X have been satisfied in full, as of the date hereofof this Agreement, Parent the Purchaser has no reason to believe that (i) it or Merger Sub any other party thereto will not be unable able to satisfy on a timely basis any term or condition set forth in the Commitment Letters, including any condition of closing of the Financing Commitment that is required to be satisfied by it as a condition of the Financing, or (ii) the full amount of the Financing (other than the portion of the revolving credit facility forming part of the Debt Financing with respect to which, pursuant to the terms of the Debt Commitment Letter, borrowings will not be available on the Closing Date) will not be made available to the Purchaser at or prior to the Closing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser or, to the Knowledge of the Purchaser (in the case of the Debt Commitment Letter only), any other party thereto under any of the Commitment Letters. As of the date hereof, the Purchaser is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Purchaser in any Commitment Letter inaccurate in any material respect. (cd) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all Each of the funds necessary as Purchaser, VCVH Intermediate, VCVH Holding II and Purchaser LLC acknowledges and agrees that, notwithstanding anything to the contrary contained in this Agreement, the consummation of such time the Financing shall not be a condition to the obligations of the Purchaser, VCVH Intermediate, VCVH Holding II and Purchaser LLC to consummate the Transactionstransactions contemplated by this Agreement. (e) Concurrently with the execution and delivery of this Agreement, including Parent’sthe Purchaser Guarantor has delivered to the Parent a duly executed guarantee of the Purchaser Guarantor (the “Limited Guarantee”), Intermediary’s and Merger Sub’s payment pursuant to which the Purchaser Guarantor has guaranteed certain obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under of the Purchaser in connection with this Agreement as specified therein. The Purchaser Guarantor is a limited partnership duly organized, validly existing and in good standing under the Laws of the state or jurisdiction of its organization and has all organizational powers required to carry on its business as now conducted. The execution, delivery and performance by the Purchaser Guarantor of the Limited Guarantee, and the consummation of the transactions contemplated thereby, are not contingent within the organizational powers of the Purchaser Guarantor and have been duly authorized by all necessary action on the part of the Purchaser Guarantor. The Limited Guarantee is in full force and effect and is a legal, valid, binding and enforceable obligation of the Purchaser Guarantor in accordance with its terms, except as may be limited by bankruptcy, insolvency or conditioned in any manner other Laws affecting generally the enforceability of creditors’ rights and by limitations on obtaining any funds the availability of equitable remedies. As of the date hereof, no event has occurred which, with or financingwithout notice, lapse of time or both, would constitute a default on the part of the Purchaser Guarantor under such Limited Guarantee.

Sufficient Funds. (a) Parent has The Class B Purchasers have delivered to the Company an accurate correct and complete copy copies of a commitment letter, together with all (i) the executed Credit Agreement (including the schedules and exhibits thereto, dated November 7and any related fee letters (subject to customary redaction of fees and flex provisions, 2013 (but only to the “Commitment Letter”extent relating exclusively to pricing terms by the Financing Parties party thereto) in connection therewith), between Parent among the Class B Purchasers and Jefferies Finance LLC (“Jefferies”)lenders party thereto, pursuant to which Jefferies has agreed, subject to the terms and conditions set forth therein (the “Financing Conditions”), lenders party thereto have severally committed to provide the 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 “Financing Commitment”) for Equity Commitment Letter,” and the purpose of equity financing set forth therein (“Equity Financing,” and together with the TransactionsDebt Financing, the repayment or refinancing “Financing”)) from the Sponsor to provide Equity Financing of certain at least $287,705,954.39 at the Initial Closing and the Additional Closing. The Equity Commitment Letter provides that each of the Company’s Company and the Company Subsidiary’s existing indebtedness and related fees and expensesNEP is a third party beneficiary thereof. (b) The Financing As of the Execution Date, (i) each of the Credit Agreement and the Equity Commitment Letter is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, the Financing Commitment has not been amended, supplemented amended or modified in any respect, respect and none of (ii) the respective commitments contained therein has in the Credit Agreement and the Equity Commitment Letter have not been withdrawn, terminatedmodified, repudiated reduced, or rescinded in any respect. Parent 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 of the Class B Purchasers, the 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 related to the Financings contemplated thereby, and 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 affect the availability of the Financing on the Initial Closing Date or Additional Closing Date. As of the Execution Date, no event has occurred that, 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 the Class B Purchasers under the Credit Agreement or the Equity Commitment Letter or, to the Knowledge of the Class B Purchasers, any other party to the Credit Agreement or the Equity Commitment Letter, (B) constitute or result in a failure to satisfy a condition or other contingency set forth in the Credit Agreement or the Equity Commitment Letter, or (C) otherwise result in any portion of the Financing 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 the Financing Commitment that are payable with, or related thereto, to be paid on or prior to before the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to be satisfied by it on or prior to the ClosingExecution Date. (c) At The aggregate proceeds from the Acceptance Time Financing, assuming such proceeds are funded in accordance with the terms of the Equity Commitment Letter and the Effective TimeCredit Agreement, Parent will have available, and will make available to Merger Sub (through Intermediary), constitute all of the funds necessary as of such time financing required by the Class B Purchasers to consummate the Transactionstransactions, and satisfy their obligations, contemplated by this Agreement, including Parent’sthe 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, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay of all related fees and expensesexpenses of the Class B Purchasers due and payable in connection with the Initial Closing and the Additional Closing. Parent 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 Initial Closing and Merger Sub acknowledge 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 their 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. The Equity Commitment Letter contains all of the conditions precedent to the obligations under this Agreement of the Sponsor to make the Equity Financing available to 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 contingent know of any facts or conditioned circumstances that could reasonably be expected to result in the failure of any manner on obtaining any funds or financingof the conditions set forth in the Equity Commitment Letter to be satisfied at the Initial Closing and the Additional Closing.

Sufficient Funds. (a) Parent has The Class B Purchasers have delivered to the Company an accurate correct and complete copy copies of a commitment letter, together with all (i) the executed Credit Agreement (including the schedules and exhibits thereto, dated November 7and any related fee letters (subject to customary redaction of fees and flex provisions, 2013 (but only to the “Commitment Letter”extent relating exclusively to pricing terms by the Financing Parties party thereto) in connection therewith), between Parent among the Class B Purchasers and Jefferies Finance LLC (“Jefferies”)lenders party thereto, pursuant to which Jefferies has agreed, subject to the terms and conditions set forth therein (the “Financing Conditions”), lenders party thereto have severally committed to provide the debt financing set forth therein in an aggregate amount of six hundred and seventy-five million U.S. dollars ($675,000,000) at the Initial Closing and the Additional Closing (if any) (“Debt Financing”) and (ii) the executed equity commitment letter (the “Financing Commitment”) for Equity Commitment Letter,” and the purpose of equity financing set forth therein (“Equity Financing,” and together with the TransactionsDebt Financing, the repayment or refinancing “Financing”)) from the Sponsor to provide Equity Financing of certain at least four hundred and eighty-five million seven hundred thousand U.S. dollars ($485,700,000) at the Initial Closing and the Additional Closing (if any). The Equity Commitment Letter provides that each of the Company’s Company and the Company Subsidiary’s existing indebtedness and related fees and expensesNEP is a third party beneficiary thereof. (b) The Financing As of the Execution Date, (i) each of the Credit Agreement and the Equity Commitment Letter is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, the Financing Commitment has not been amended, supplemented amended or modified in any respect, respect and none of (ii) the respective commitments contained therein has in the Credit Agreement and the Equity Commitment Letter have not been withdrawn, terminatedmodified, repudiated reduced, or rescinded in any respect. Parent 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 of the Class B Purchasers, the 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 related to the Financings contemplated thereby, and 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 affect the availability of the Financing on the Initial Closing Date or Additional Closing Date (if any). As of the Execution Date, no event has occurred that, 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 the Class B Purchasers under the Credit Agreement or the Equity Commitment Letter or, to the Knowledge of the Class B Purchasers, any other party to the Credit Agreement or the Equity Commitment Letter, (B) constitute or result in a failure to satisfy a condition or other contingency set forth in the Credit Agreement or the Equity Commitment Letter, or (C) otherwise result in any portion of the Financing 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 869214.30-WILSR01A - MSW other document entered into in connection with the Financing Commitment that are payable with, or related thereto, to be paid on or prior to before the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to be satisfied by it on or prior to the ClosingExecution Date. (c) At The aggregate proceeds from the Acceptance Time Financing, assuming such proceeds are funded in accordance with the terms of the Equity Commitment Letter and the Effective TimeCredit Agreement, Parent will have available, and will make available to Merger Sub (through Intermediary), constitute all of the funds necessary as of such time financing required by the Class B Purchasers to consummate the Transactionstransactions, and satisfy their obligations, contemplated by this Agreement, including Parent’sthe 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 (if any), Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay of all related fees and expensesexpenses of the Class B Purchasers due and payable at the Initial Closing and the Additional Closing (if any). Parent 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 Initial Closing and Merger Sub acknowledge the Additional Closing (if any), there are no other conditions precedent to such funding, and the Class B Purchasers do not know of any facts or circumstances that their 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 (if any). The Equity Commitment Letter contains all of the conditions precedent to the obligations under this Agreement of the Sponsor to make the Equity Financing available to Class B Purchasers at or prior to the Initial Closing and the Additional Closing (if any), there are no other conditions precedent to such funding, and the Class B Purchasers do not contingent know of any facts or conditioned circumstances that could reasonably be expected to result in the failure of any manner on obtaining any funds or financingof the conditions set forth in the Equity Commitment Letter to be satisfied at the Initial Closing and the Additional Closing (if any).

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

Sufficient Funds. (a) Parent Tyler will have at the Closing access to all of the funds that are necessary for it to pay the Merger Consideration and all other required payments payable in connection with the Transactions and to consummate the Transactions, and to perform its obligations under this Agreement. Tyler has delivered to the Company an accurate NIC complete, correct and complete copy fully executed copies of a commitment letterletter and related fee letters (which in the case of such fee letters may be subject to redaction in a customary manner with respect to fee amounts, together with all schedules and exhibits theretoincluding fee amounts in any flex terms) (collectively, dated November 7, 2013 (the “Commitment Letter”), between Parent and Jefferies Finance LLC (“Jefferies”), ) from any Financing Sources pursuant to which Jefferies has agreedsuch Financing Sources have committed to provide to Tyler and Merger Sub, upon the terms and subject to the terms and conditions set forth therein (the “Financing Conditions”)therein, to provide the debt financing in the amounts set forth therein (the “Financing Commitment”) for the purpose purposes of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and paying related fees and expenses. expenses (b) The Financing Commitment is in full force and effect as of such debt financing, the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception“Initial Financing”). As of the date hereof, the Financing Commitment Letter is in full force and effect and is a valid and binding obligation of Tyler and, to the Knowledge of Tyler, the other parties thereto, in each case subject to the General Enforceability Exceptions. As of the date hereof, the Commitment Letter has not been amended, supplemented amended or modified in any material respect, and none and, to the Knowledge of Tyler, the commitments contained therein has in the Commitment Letter have not been withdrawn, terminated, repudiated rescinded or rescinded otherwise modified in any material respect. Parent The Commitment Letter delivered to NIC contains all of the conditions precedent to the obligations of the parties thereunder to fund the full amount of the Initial Financing contemplated by the Commitment Letter. Other than the Commitment Letter itself (including the redacted fee letter provided to NIC as of the date hereof) and other than certain customary engagement letters and confidentiality agreements with respect to the Initial Financing, there are no other fee letters, engagement letters, side letters, agreements, contracts or other arrangements relating to the Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute or reasonably be expected to constitute a default or breach on the part of Tyler under any material term of, or a failure of any condition or inability to satisfy any conditions precedent to funding the full amount of the Initial Financing under, the Commitment Letter or otherwise result in any portion of the Initial Financing to be unavailable or materially delayed. As of the date hereof, Tyler does not have reason to believe that it will be unable to satisfy on a timely basis any condition to the Initial Financing under the Commitment Letter required to be satisfied by it at or prior to the Closing, or that any portion of the Initial Financing contemplated thereby will be unavailable to Tyler at the Closing. Tyler has fully paid any and all commitment fees or other fees in connection with the Financing Commitment Letter that are due and payable on or prior to before the date hereofof this Agreement. There are no conditions precedent or other contingencies related to the funding Each of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to be satisfied by it on or prior to the Closing. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent Tyler and Merger Sub acknowledge affirms that their it is not a condition to the Merger or any of its other obligations under this Agreement are not contingent that Tyler or conditioned in Merger Sub obtain the Financing (including the Initial Financing) or any manner on obtaining other financing for or related to any funds or financingof the Transactions.

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

Sufficient Funds. (a) On or prior to the date hereof, Parent has delivered to the Company an accurate a true, correct and complete copy of a (1) the executed commitment letterletter (including all exhibits, schedules, annexes and amendments thereto) from White Oak Global Advisors, LLC, together with all schedules the term sheet and exhibits theretoa redacted copy of the executed fee letter, dated November 7as of the date of this Agreement, 2013 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”), between 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 and Jefferies Finance LLC 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 “JefferiesDebt 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 Jefferies PCI II has agreedcommitted, subject to the terms and conditions of the Equity Commitment Letter, to invest or cause to be invested, directly or indirectly through one or more intermediate entities, the amounts set forth therein (the “Financing ConditionsEquity Financing” and, together with the Debt Financing, the “Financing”), to provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and . The Equity Commitment Letter provides that the Company Subsidiary’s existing indebtedness is a third party beneficiary thereof and related fees is entitled to enforce such agreement on the terms and expensessubject to the conditions therein. (b) The As of the date hereof, the Financing Commitment is Commitments are in full force and effect and 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 date hereof and Financing Commitments, in the form so delivered, is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent Acquisition Sub and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exceptionother parties thereto. As of the date hereof, there are no side letters or other 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, or the full amount of the Financing Commitment contemplated by the Financing Commitments, in each case except as have been made available to the Company prior to the date hereof. No event has not been amendedoccurred which, supplemented with or modified without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Acquisition Sub under any term, or a failure of any condition, of the Financing Commitments or otherwise result in any respect, and none portion of the commitments contained therein Financing contemplated thereby to be unavailable. As of the date hereof, neither Parent nor Acquisition Sub has been withdrawn, terminated, repudiated a reasonable basis to believe that it would be unable to satisfy on a timely basis any term or rescinded in any respectcondition of the Financing Commitments required to be satisfied by it. Parent has and/or Acquisition Sub have fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or before the date of this Agreement. The aggregate proceeds from the Financing when funded in connection accordance with the Financing Commitment that Commitments are sufficient to fund all of the amounts 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 on pursuant to Section 3.3, and the payment of all associated costs and Expenses of the Merger (including any repayment or prior to refinancing of Indebtedness of Parent, Acquisition Sub or the date hereofCompany 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 Commitment at the ClosingFinancing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition as expressly set forth in or contemplated by the Financing Commitment that is required to be satisfied by it on or prior to the ClosingCommitments. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

Sufficient Funds. (a) Parent has delivered to the Company an accurate a true and complete copy of a the fully executed commitment letterletter dated May 6, together with all schedules and exhibits thereto, dated November 7, 2013 2018 (the “Equity Commitment Letter”), between Parent and Jefferies Finance LLC the other party thereto (the “JefferiesEquity Investor”), ) pursuant to which Jefferies the Equity Investor has agreedcommitted, subject only to the terms and conditions thereof, to invest in Parent the amounts set forth therein on the Closing Date (the “Financing ConditionsEquity Financing”), to provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) Assuming the Equity Financing is funded in accordance with the Equity Commitment Letter, the accuracy of the representations and warranties set forth in this Agreement and the performance in all material respects by the Company and the Partnership of their obligations under this Agreement, at the Closing Parent will have sufficient cash on hand to consummate the transactions contemplated by this Agreement and satisfy all of its obligations under this Agreement, including the payment of the Merger Consideration, any fees and expenses of or payable by Parent, Merger Sub I, Merger Sub II or the Surviving Company, any payments in respect of equity compensation obligations required to be made in connection with the Mergers, and any repayment or refinancing of any outstanding Indebtedness of Parent, the Company, and their respective Subsidiaries required in connection therewith. (c) The Financing Equity Commitment Letter is in full force and effect as and has not been (and will not be prior to the Closing or valid termination of this Agreement) withdrawn, terminated or rescinded or otherwise amended, supplemented or modified (or is contemplated to be amended, supplemented or modified) in any respect. The Equity Commitment Letter, in the date hereof and is a legalform delivered to the Company, constitutes the valid and binding obligation of Parent and Jefferiesall the parties thereto, enforceable against Parent and Jefferies the Equity Investor in accordance with and subject to its terms and conditions, subject to except as enforceability may be limited by the Bankruptcy and Equity Exception. As of the date hereof, the Financing Commitment has not been amended, supplemented or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to be satisfied by it on or prior to the Closing. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.Equity

Sufficient Funds. At the Effective Time, assuming the satisfaction of the closing conditions in Section 7.2 and performance by the Company in all material respects of its obligations under Section 5.1, the net proceeds from the Financing will, together with the cash or cash equivalents available to the Company, in the aggregate be sufficient for Merger Sub and the Surviving Corporation to (ai) consummate the Merger, (ii) pay or refinance all Company debt that is required to be paid or refinanced upon consummation of the Merger pursuant to the Debt Financing Commitments and (iii) to pay all fees and expenses incurred by Parent, Merger Sub and the Company (including the Special Committee) in connection with this Agreement and the Transaction upon the terms and conditions contemplated by this Agreement. Parent has delivered to the Company an accurate Company, as of the date of this Agreement, true, complete and complete copy correct copies of a (i) executed commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 letters (the “Commitment Letter”), between Parent and Jefferies Finance LLC (“JefferiesDebt Financing Commitments”), pursuant to which Jefferies has 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 “Financing ConditionsDebt Financing”), and (ii) an executed equity commitment letter (the “Equity Financing Commitment”, and together with the Debt Financing Commitments, the “Financing Commitments”), pursuant to provide which ▇▇▇▇▇▇ ▇. ▇▇▇ Equity Fund VI, L.P. have committed, subject to the debt financing terms and conditions thereof, to invest the amount set forth therein (the “Financing CommitmentEquity Financing”) for , and together with the purpose of financing the TransactionsDebt Financing, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) “Financing”). The Financing Commitment is Commitments are in full force and effect as of the date hereof of this Agreement, and is a are legal, valid and binding obligation obligations of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exceptionother parties thereto. As of the date hereof, no material amendment or material modification of the Financing Commitment Commitments has been or made and the respective commitments contained in the Financing Commitments have not been amended, supplemented or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated withdrawn or rescinded in any respect. Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Financing Commitment Commitments that are payable on or prior to the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub under any Financing Commitment; provided, 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 of 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 Merger Sub has no reason any reasonable basis to believe that it or Merger Sub will be unable to satisfy on a timely basis any material term or condition set forth in the Financing Commitment that is required of Closing to be satisfied by it in any of the Financing Commitments on or prior to the Closing. Closing Date. There are no precedent conditions related to the funding or investing, as applicable, of the full amount of the Financing other than as expressly set forth in or contemplated by the Financing Commitments. As of the date hereof, there are no side letters or other agreements, contracts or arrangements (cexcept for customary fee letters and engagement letters) At related to the Acceptance Time 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 the Effective Timedelivery of this Agreement, Parent will have available, and will make available has delivered to Merger Sub (through Intermediary), all the Company the Guaranty. The obligations of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement and the obligations of the Guarantor under the Guaranty are not contingent or conditioned in any manner on obtaining any funds or financingrespect upon the funding of the amounts contemplated to be funded pursuant to the Financing Commitments.

Sufficient Funds. (a) Parent has delivered to Assuming (i) the accuracy of the representations and warranties of the Company an accurate in Section 5.5(a) and complete copy Section 5.7(b) and (ii) that the Financing is funded in accordance with the Commitment Letters, Parent and Merger Sub, together, as of a commitment letterthe Effective Time will have, together with the other funds available to Parent and Merger Sub, all schedules of the funds necessary to consummate the Merger and exhibits theretothe 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 letter dated November 7, 2013 as of date of this Agreement (the “Equity Commitment Letter”), between Parent and Jefferies Finance LLC () from the equity financing sources party thereto ( the “JefferiesEquity Financing Sources”), ) pursuant to which Jefferies has agreedthe Equity Financing Sources have committed to provide the amount of cash equity financing as set forth in the Equity Commitment Letter, subject to the terms and conditions set forth therein (the “Financing ConditionsEquity 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 Lenders have committed, subject to the terms and conditions set forth in the Debt Commitment Letter, to provide to Parent the debt amount of financing set forth therein in the Debt Commitment Letter (the “Debt Financing” and, together with the Equity Financing, the “Financing”), for the Financing Commitment”) Purposes. The Equity Commitment Letter provides that the Company is an express third-party beneficiary thereto, solely for the purpose of financing seeking, and is entitled to seek, specific performance of Parent’s right to cause the TransactionsEquity 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 repayment 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 refinancing other appropriate form of certain specific performance or equitable relief, to cause Parent and Merger Sub to cause, or to directly cause, the Equity Financing Sources to fund, directly or indirectly, the Equity Commitment as, and to the extent permitted by, the Equity Commitment Letter, in 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 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 Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment is in full force and effect as 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 hereof and of this Agreement. As of date of this Agreement, each Commitment Letter is a legal, valid and binding obligation of Parent and JefferiesParent, enforceable against Parent and Jefferies in accordance with its terms and conditionsMerger 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 than 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. As There are no side letters or other agreements relating to the Commitment Letters that would (A) impair, delay or prevent the consummation of the Transactions, (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), (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 Transactions. Except as expressly set forth in the Equity Commitment Letter, as of the date hereof, the Financing Commitment has not been amended, supplemented or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the date hereof. There there are no conditions precedent or other contingencies related to the funding obligation of the full Equity Financing Sources to provide the Equity Financing or any contingencies that would permit the Equity Financing Sources to reduce the total amount of the Financing Commitment at the Closing, other than the Financing ConditionsEquity Financing. As of the date hereofof this Agreement, Parent has no does not have any reason to believe that any of the conditions to the Financing applicable to it or Merger Sub will not be unable to satisfy satisfied on a timely basis any term or condition set forth in that the Financing Commitment that is required will not be available to be satisfied by it Parent on or prior the date on which the Closing should occur pursuant to the ClosingSection 1.2. (c) At Concurrently with the Acceptance Time execution of this Agreement, the Guarantors have delivered to the Company the duly executed Guaranty. The Guaranty is in full force and the Effective Timeeffect, Parent will have availablehas not been amended or modified, and will make available to Merger Sub (through Intermediary)is a legal, all valid, binding and enforceable obligation of the funds necessary as Guarantors. No event has occurred that, with or without notice, lapse of such time to consummate or both, would constitute a default on the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations part of the Guarantors under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financingthe Guaranty.

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

Sufficient Funds. (a) Parent has delivered Schedule 5.6(a) sets forth true and correct copies of an executed commitment letter from Deutsche Bank Trust Company Americas, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Bank of America, N.A. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated dated as of the date hereof (including all exhibits, schedules, and annexes to the Company an accurate and complete copy of a commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 such letter (the “Debt Commitment Letter”)” and the commitments thereunder, between Parent and Jefferies Finance LLC (the “JefferiesDebt Commitments”), pursuant to which Jefferies has agreedwhich, and subject to the terms and conditions of which, the lenders party thereto have committed 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 to the terms conditions of the Rollover Letter, contribute to Buyer the number of shares of Common Stock set forth therein (the “Rollover 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 the commitment of the Equity Investors to, subject to the terms and conditions set forth of the Equity Commitment Letter, invest in Buyer the full amount of the cash equity financing stated therein (the “Financing ConditionsEquity Financing” and, together with the Debt Financing, the “Financing”), to provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (bd) The Financing 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 Buyer and, to the Knowledge of Buyer, the other parties thereto, enforceable in accordance with their respective terms and (ii) the Equity Commitment Letter is in full force and effect as of the date hereof 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 Parent Buyer and Jefferiesthe other parties thereto, enforceable against Parent and Jefferies in accordance with its terms terms, except as the enforceability thereof may be limited by (y) bankruptcy, insolvency, reorganization, moratorium and conditions, subject to other laws of general application affecting the Bankruptcy rights and Equity Exceptionremedies of creditors and (z) general principles of equity (regardless of whether such enforcement is sought in a proceeding at law or in equity). 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 not been amendedoccurred which, supplemented with or modified without notice, lapse of time or both, would constitute a default or breach on the part of Buyer under any term or condition of any of the Commitment Letters or the Rollover Letter, and, 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 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) would fail to be satisfied and compliance in all material respects by the Company with Section 6.9(d), neither Buyer nor Merger Sub has any reason to believe that it will be unable to satisfy, on a timely basis, any condition of closing to be satisfied by it contained in any respect, and none of the commitments contained therein 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 been withdrawn, terminated, repudiated fully paid or rescinded in any respect. Parent has caused to be paid any and all commitment fees or other fees in connection with required by the Financing Commitment that are payable Commitments to be paid on or prior to before the date of this Agreement, and will pay, after the date hereof, all such commitments and fees as they become due. There are no 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 or other contingencies related to the funding obligations of the parties thereunder to make the full amount of the Financing Commitment at available to Buyer on the Closingterms set forth therein, other than and the Financing ConditionsRollover 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 hereofof this Agreement, Parent none of the Financing Commitments or the Rollover Letter has been terminated or withdrawn, no reason to believe that it lender, Equity Investor or Rollover Investor has notified Buyer or Merger Sub will of its intention to terminate or withdraw any of the Financing Commitments or commitments under the Rollover Letter and Buyer does not know of any facts or circumstances that may be unable expected to satisfy on a timely basis result in any term or condition of the conditions set forth in any of the Financing Commitment that is required Letters or the Rollover Letter not being satisfied. To the extent this Agreement must be in a form acceptable to be satisfied by it any lender providing Debt Financing, all such lenders have approved this Agreement as in effect on or prior to the Closingdate hereof. (ce) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all The obligations 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 Buyer and Merger Sub acknowledge that their obligations under this Agreement are not contingent subject to any conditions regarding Buyer’s, Merger Sub’s, their respective Affiliates’, or conditioned in any manner on obtaining any funds or financingother Person’s ability to obtain financing for the consummation of the transactions contemplated hereby.

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

Sufficient Funds. At the Closing, Buyer will have sufficient cash, available lines of credit or other sources of funds immediately available to it, without requiring the prior consent, approval or other discretionary action of any third party, to consummate the transactions contemplated hereby, including the payment of: (ai) Parent the Purchase Price required under Section 2.05(a), and (ii) all fees and expenses to be paid by Buyer in connection with the transactions contemplated hereby (collectively, the “Transaction Payments”). Buyer has delivered to the Company an accurate Seller a true and complete copy of a commitment letter, together with all schedules and exhibits theretoof: (i) an executed Senior Facilities Agreement, dated November 7as of the date hereof and attached hereto as Exhibit E (as in effect on the date hereof, 2013 the “Senior Facilities Agreement”), from Metric MTS III Sàrl, a limited liability company (société à responsabilité limitée) incorporated in Luxembourg with registered number B244305 (the “Commitment LetterLender”), between Parent and Jefferies Finance LLC (“Jefferies”), ) pursuant to which Jefferies has agreedwhich, upon the terms and subject to the terms and conditions set forth therein, the Lender has committed to lend the amounts set forth therein (the “Financing ConditionsDebt Financing”) and (ii) an executed equity commitment letter, dated as of the date hereof and attached hereto as Exhibit F (the “Equity Commitment Letter” and, together with the Senior Facilities Agreement, the “Commitment Letters”), from the Investor pursuant to provide which, upon the debt financing terms and subject to the conditions set forth therein, the Investor has committed to invest the amounts set forth therein (the “Financing Commitment”) for Equity Financing” and, together with the purpose of financing the TransactionsDebt Financing, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) “Financing”). The Financing Commitment is Letters are in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, the Financing Commitment has have not been withdrawn, rescinded or terminated, or otherwise amended, supplemented or modified in any respect. The Commitment Letters, in the forms so delivered, are legal, valid, binding and none enforceable obligations of Buyer and the Investor and the Lender, as applicable (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). Buyer expressly acknowledges that Buyer’s ability to obtain financing (including the Financing) is not a condition to the obligations of Buyer hereunder. Neither Buyer nor any of its Affiliates has entered into any agreement, side letter or other arrangement relating to the financing of the commitments contained therein Transaction Payments or transactions contemplated by this Agreement, other than as set forth in the Commitment Letters and the fee letters related thereto. No event has been withdrawnoccurred which, terminatedwith or without notice, repudiated lapse of time or rescinded in both, would constitute a breach or default on the part of Buyer or the Investor or Lender, as applicable, under any respectof the Commitment Letters. Parent Buyer has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any term of the Commitment Letters. The proceeds of the Financing will be sufficient to consummate the transactions contemplated hereby, including the making of all Transaction Payments. Buyer has fully paid (or caused to be paid) any and all commitment fees or and other fees in connection with the Financing Commitment amounts that are due and payable on or prior to the date hereofof this Agreement in connection with the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the ClosingFinancing, other than the Financing Conditions. As The only conditions precedent or other contingencies relating to the funding of the date hereof, Parent Debt Financing on the Closing Date that will be included in the Debt Financing Documents shall be the Financing Conditions contained in the Senior Facilities Agreement. Buyer has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis (i) any term or condition set forth in of the Financing Commitment that is required to Conditions will not be satisfied by it on or prior to (ii) the Closing. (c) At the Acceptance Time and the Effective Time, Parent Financing will have available, and will make not be made available to Merger Sub (through Intermediary), all of Buyer on the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financingClosing Date.

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

Sufficient Funds. (a) Parent The 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 purpose of paying the Purchase Price, including all amounts set forth in Section 3.3(a) and the Purchaser’s fees and expenses relating to the Acquisition, will consist of debt and/or equity financing to be provided to the Purchaser Parties, which may consist of proceeds from a loan and/or the sale of debt and/or equity securities (collectively, the “Financing”). The Purchaser has delivered to the Company an accurate Seller true and complete copy copies of a that certain fully executed debt commitment letterletter and an executed fee letter (which may be redacted to omit fee amounts, together 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 all schedules and exhibits theretoits assignees as permitted by the Commitment Letter, dated November 7, 2013 (the “Commitment Letter”), between Parent and Jefferies Finance LLC (“JefferiesFinancing Sources”), pursuant to which Jefferies has the Financing Sources have agreed, subject to the terms and conditions thereof, to lend the amounts set forth therein for the purposes of funding the Estimated Purchase Price at Closing (collectively, the “Financing ConditionsCommitment Letter”), to provide the debt financing set forth therein (the “Financing Commitment”) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (bc) The Financing As of the date hereof, the Commitment Letter is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferiesand, to the Knowledge of the Purchaser, the other parties thereto, enforceable against Parent and Jefferies in accordance with its terms and conditionsthe Purchaser and, to the Knowledge of the Purchaser, the other parties thereto, subject to the Bankruptcy and Equity ExceptionEquitable Exceptions. As of the date hereof, the Financing financing commitments thereunder have not been withdrawn, rescinded or terminated, and the Commitment Letter has not been amended, supplemented or otherwise modified in any respectrespect and no such amendment or modification is contemplated, and none of except for the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with the Financing Permitted 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 ConditionsAmendments. As of the date hereof, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent has no reason under any material term 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 believe that it the Commitment Letter to fund the full amount of the Financing to Parent pursuant to the terms of the Commitment Letter are not subject to any conditions precedent, “flex” provisions or Merger Sub will be unable to satisfy on a timely basis any term or condition other conditions other than as expressly set forth in the Commitment Letter. Assuming the Financing is funded in accordance with the Commitment that is required to be satisfied by it on or prior to Letter, the Closing. (c) At accuracy of the Acceptance Time representations and warranties of the Seller and the Effective TimeCompany and the performance by the Seller and the Company of their obligations under this Agreement, Parent the Purchaser will have available, and will make available on the Closing Date sufficient funds to Merger Sub (through Intermediary), all of complete the funds necessary as of such time to consummate transactions on the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 Closing Date and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under amounts contemplated by this Agreement are not contingent or conditioned in any manner to be paid by the Purchaser on obtaining any funds or financingthe Closing Date.

Sufficient Funds. (a) Parent has The Purchasing Parties have delivered to the Company an accurate Seller Parent true and complete copy copies of a (i) an executed commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 letter from Purchaser Guarantor (the “Commitment Equity Funding Letter”), between Parent ) to provide equity financing in an aggregate amount of at least $345,500,000 (the “Equity Financing”) and Jefferies Finance LLC (ii) executed debt commitment letters from Citigroup Global Markets Inc. (the “JefferiesFinancing Commitments”), pursuant to which Jefferies Citigroup Global Markets Inc. has agreed, subject agreed to the terms and conditions set forth therein provide or cause to be provided at least $505,000,000 at Closing (the “Financing ConditionsDebt Financing”, and, together with the Equity Financing, the “Financing”). The Purchasing Parties have disclosed and made available to the Selling Parties all other agreements, arrangements or understandings (whether oral or written) related to provide the Financing, provided that the Purchasing Parties may redact in such documents the fee amounts payable to their financing sources under the Financing Commitments. Such fee amounts are customary for debt financing set forth therein (financings similar to the “Debt Financing. Except as otherwise permitted by this Agreement, none of the Equity Funding Letter or Financing Commitment”) for Commitments has been or will be amended or modified, and the purpose respective commitments contained in the Equity Funding Letter and the Financing Commitments have not been withdrawn or rescinded in any respect as of financing the Transactionsdate of this Agreement. Except to the extent amended in accordance with its terms, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment Equity Funding Letter is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent the Purchasing Parties that are party thereto and Jefferiesthe other party thereto. Each of the Financing Commitments is in full force and effect and is a legal, enforceable against Parent valid and Jefferies in accordance with its terms and conditionsbinding obligation of the Purchasing Parties and, subject to the Bankruptcy and Equity Exceptionknowledge of the Purchasing Parties, the other parties thereto. As of the date hereofof this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchasing Parties or their respective Affiliates under any term or condition of the Equity Funding Letter or the Financing Commitment has not been amended, supplemented or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the date hereofCommitments. There are no conditions precedent or relating to the funding of the full amount of the Financing, other contingencies related than as set forth in the Equity Funding Letter and the Financing Commitments. As of the date of this Agreement, the Purchasing Parties have no reason to believe that any of the conditions relating to the funding of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to not be satisfied by it on or prior to the Closing. (c) At Closing Date. The Purchasing Parties have fully paid any and all commitment fees or other fees required by the Acceptance Time Financing Commitments to be paid on or prior to the date of this Agreement and shall in the future pay any such fees as they become due. The Financing, when funded in accordance with the Equity Funding Letter and the Effective TimeFinancing Commitments, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the provide Purchaser with funds necessary as of such time sufficient to consummate the Transactions, including Parent’s, Intermediary’s Acquisition and Merger Sub’s payment obligations under Article 4 the other transactions contemplated by this Agreement and to pay all related fees and expenses. Parent The fees and Merger Sub acknowledge that their obligations under this Agreement are expenses of the Purchasing Parties in connection with the Acquisition, the Financing and any related transactions will not contingent or conditioned in any manner exceed the amount set forth on obtaining any funds or financingSection 4.05 of the Company Disclosure Letter.

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

Sufficient Funds. (a) Parent has delivered to the Company an accurate true, correct and complete copy copies of a (i) the executed bridge loan commitment letterletter (including all exhibits, schedules and annexes thereto, the “Bridge Commitment Letter”) from the Debt Financing Sources party thereto, together with all schedules related fee letters, engagement letters and exhibits theretoother agreements (such letters and other agreements, dated November 7together with the Bridge Commitment Letter, 2013 (the “Bridge Debt Commitment Letter”), between Parent and Jefferies Finance LLC (“JefferiesDocuments”), pursuant to which Jefferies has agreedwhich, and subject to the terms and conditions set forth therein (thereof, the “Debt Financing Conditions”), Sources party thereto have committed to provide lend the aggregate amount of debt financing set forth therein (the “Financing Commitment”) to Parent for the purpose of funding the transactions contemplated by this Agreement (together with any substitute debt financing the Transactionspursuant to Section 6.11(d), the repayment or refinancing “Bridge Debt Financing”), (ii) the standby letter of certain credit (including all exhibits, schedules and annexes thereto, the “Letter of Credit”) issued by the Company’s L/C Issuer, pursuant to which, and subject to the terms and conditions thereof, the L/C Issuer has agreed to honor drawings made thereon by Parent for the purpose of funding the transactions contemplated by this Agreement and (iii) the executed shareholder loan agreement letter (including all exhibits, schedules and annexes thereto, the “Shareholder Loan Agreement”) (together with the Bridge Commitment Letter and the Company Subsidiary’s existing indebtedness Letter of Credit, the “Debt Commitment Letters”) from the “Shareholder” identified therein (the “Shareholder Lender”), together with all related fee letters, engagement letters and related fees other agreements (such letters and expensesother 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 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 which, and subject to the terms and conditions thereof, the Shareholder Lender party thereto has committed to lend the aggregate amount of debt financing set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (together with any substitute debt financing pursuant to Section 6.11(d), the “Shareholder Debt Financing” and together with the Bridge Debt Financing, the “Debt Financing”). (b) The Financing As of the date hereof, the Debt Commitment is Documents are in full force and effect as and have not been withdrawn or terminated or otherwise amended, supplemented or modified in any respect. Each of the date hereof and Debt Commitment Documents, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto and Jefferies, enforceable against Parent and Jefferies in accordance with its their respective terms and conditionsagainst Parent and, subject to the Bankruptcy and Equity ExceptionKnowledge of Parent, against each of the 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 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 or to the ability of Parent to make a drawing on the Letter of Credit or the issuer thereof to honor 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 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 has not been amendedLetters or (iii) would, supplemented or modified would reasonably be expected to, otherwise result in any respectportion of the Debt Financing or the Letter of Credit contemplated thereby to be unavailable on a timely basis, and none in any event, not later than the Closing. As of the commitments contained therein date hereof, neither Parent nor Acquisition Sub has been withdrawnreason to believe that it will be unable to satisfy on a timely basis, terminated, repudiated or rescinded and in any respectevent, not later than the Closing, any term or condition of the Debt Commitment Documents required to be satisfied by it. Parent has 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 with the Financing Commitment that are payable on or prior therewith (including any Debt Payoff Amount pursuant to the date hereofSection 6.13). There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of the Debt Financing Commitment and the Letter of Credit at or prior to the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition as expressly set forth in or contemplated by the Financing Debt Commitment that is required to be satisfied by it on or prior to the ClosingLetters. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.

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

Sufficient Funds. Section 5.10 of the Purchaser Disclosure Schedule sets forth as of the date hereof a complete and accurate copy of (a) Parent has delivered to the Company an accurate and complete copy of a executed commitment letter, together with all schedules and exhibits thereto, dated November 7, 2013 letter (the “Equity Commitment Letter”), between Parent and Jefferies Finance LLC ) from the investor named therein (the “JefferiesInvestor”), pursuant to which Jefferies Investor has agreed, subject committed to invest the terms and conditions amount set forth therein (the “Financing ConditionsEquity Financing”), (b) the executed commitment letter (the “Debt Commitment Letter”) from the lender named therein (the “Lender”) pursuant to provide which the debt financing Lender has agreed to lend the amounts set forth therein (the “Financing CommitmentDebt Financing”) for , and together with the purpose of financing the TransactionsEquity Financing, the repayment or refinancing of certain “Financing”), (c) the executed Contribution Agreement and (d) the executed Rollover Agreement. Subject to the terms and conditions of the CompanyDebt Commitment Letter and this Agreement, the aggregate proceeds of the Financing together with Purchaser’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. cash on hand (b) The Financing Commitment is in full force and effect as of the date hereof hereof, as of the Acceptance Date and as of the Closing Date) as of the Closing will be sufficient to fully fund all of Purchaser’s and Sub’s obligations under this Agreement, including payment of the aggregate Offer Price, the Merger Consideration, the Option Consideration, the repurchase of the Convertible Notes in accordance with a “Fundamental Change” offer to be made pursuant to the terms of the Indenture (assuming all holders of Convertible Notes accept such offer) and the payment of all fees and expenses related to the Contemplated Transactions and which are due at the Closing. There are no (i) conditions precedent to the obligation of Investor to fund the Equity Financing, (ii) conditions precedent to the obligations of the Contributing Stockholders to contribute their Excluded Shares to Sub prior to the Effective Time, (iii) conditions precedent to the obligations of the stockholders under the Rollover Agreements to transfer their Rollover Shares to Sub prior to the Effective Time, or (iv) material or substantive conditions precedent to the obligation of the Lender to fund the Debt Financing, in each case other than as stated in the Equity Commitment Letter, the Debt Commitment Letter, the Contribution Agreement and the Rollover Agreements, as applicable. There are no other agreements, side letters or arrangements that would permit Investor or the Lender to reduce the amount of the Equity Financing or the Debt Financing, respectively, or that could otherwise affect the availability of the Equity Financing or the Debt Financing or that could prevent or delay the transactions contemplated by the Contribution Agreement or the Rollover Agreements. The Equity Commitment Letter has been duly executed and delivered by, and is a valid and binding obligation of, Purchaser and Investor, subject to the Enforceability Exceptions. The Debt Commitment Letter has been duly executed and delivered by, and is a legal, valid and binding obligation of Parent of, Purchaser and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditionsthe Lender, subject to the Bankruptcy Enforceability Exceptions. The Contribution Agreement has been duly executed and Equity Exceptiondelivered by, and is a valid and binding obligation of, Purchaser and the Contributing Stockholders as well as their respective heirs, beneficiaries, devises, legatees and others claiming any right or interest through such stockholder. The Rollover Agreements have been duly executed and delivered by, and are a valid and binding obligation of, Purchaser and the stockholders named therein as well as their respective heirs, beneficiaries, devises, legatees and others claiming any right or interest through such stockholder. As of the date hereof, the Financing Equity Commitment Letter, the Debt Commitment Letter, the Contribution Agreement and each Rollover Agreement are in full force and effect and none of the foregoing has not been amended, supplemented withdrawn or terminated or otherwise amended or modified in any respect, and none . The terms of the commitments contained therein Contribution Agreement shall not be amended, modified or waived after the date hereof in a manner that would reasonably be expected to change, delay or prevent the contributions thereunder immediately prior to the Acceptance Time or the Closing, as applicable, or delay or prevent the Closing. The Equity Commitment Letter does not violate the fund documents of the applicable Investor and such Investor has been withdrawnthe ability to make capital calls sufficient to satisfy its obligations under the Equity Commitment Letter. The terms of the Rollover Agreements shall not be amended, terminatedmodified or waived after the date hereof in a manner that would reasonably be expected to change, repudiated delay or rescinded in any respectprevent the transfers thereunder immediately prior to the Acceptance Time or the Closing, as applicable, or delay or prevent the Closing. Parent has paid any All commitment and all commitment fees or other fees in connection with required to be paid under the Financing Equity Commitment that are payable Letter or the Debt Commitment Letter on or prior to the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closinghereof have been paid and, other than the Financing Conditions. As as of the date hereof, Parent has to the knowledge of Purchaser, there is no reason to believe fact or occurrence existing that it or Merger Sub will be unable to satisfy on a timely basis would make any term or condition of the statements (including assumptions) set forth in the Financing Equity Commitment that Letter, the Debt Commitment Letter, the Contribution Agreement or the Rollover Agreements inaccurate or which could, with or without notice, lapse of time or both, constitute a default or breach on the part of Purchaser, Investor, Lender or Sub or any other member of the Purchaser Group of any term thereunder. Concurrently with the execution of this Agreement, Purchaser and Sub have caused to be delivered to the Company a guarantee in the form attached hereto as Exhibit B (the “Guarantee”), pursuant to which ▇▇▇▇▇ 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 Section 8.2(c) and Section 8.2(f). The Guarantee has been duly authorized, executed and delivered by, and is a legal, valid and binding obligation of, the Guarantors, subject to the Enforceability Exceptions, and is in full force and effect. All commitment and other fees required to be satisfied by it paid under the Guarantee on or prior to the Closing. (c) At the Acceptance Time and the Effective Timedate hereof have been paid and, Parent will have available, and will make available to Merger Sub (through Intermediary), all as of the funds necessary as date hereof, to the knowledge of such Purchaser, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in the Guarantee inaccurate or which could, with or without notice, lapse of time to consummate or both, constitute a default or breach on the Transactionspart of Purchaser, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger any Guarantor or Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining other member of the Purchaser Group of any funds or financingterm thereunder.

Sufficient Funds. (a) As of the date of this Agreement, Parent has delivered to the Company an accurate true, correct and complete copy copies of a the executed commitment letterletter dated as of the date hereof (collectively, the “Debt Commitment Letter”; provided, that for purposes of this Agreement, the Debt Commitment Letter shall also include, after the date hereof, to the extent alternative financing from alternative financial institutions is obtained in accordance with Section 8.06(d), any commitment letters executed by such alternative financial institutions in respect of such alternative financing) from the Committed Financing Sources referenced therein; provided, that for purposes of this Agreement, the Committed Financing Sources shall also include, after the date hereof, to the extent alternative financing from alternative financial institutions is obtained in accordance with Section 8.06(d), any such alternative financial institution, together with all schedules and exhibits theretoexecuted fee letters referenced in the Debt Commitment Letter (collectively, dated November 7, 2013 (the “Commitment LetterDebt 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), between Parent and Jefferies Finance LLC (“Jefferies”), pursuant to which Jefferies has agreedwhich, and subject only to the terms and conditions expressly set forth therein, the Committed Financing Sources have committed to lend the amounts set forth therein (the “Financing Conditions”), to provide the debt financing set forth therein (the “Financing Commitment”) Parent and/or Merger Sub for the purpose of financing funding the Transactionstransactions contemplated by this Agreement (the “Committed Financing”); provided, that for purposes of this Agreement, the repayment or refinancing of certain 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. As of the Company’s 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 and side letters or other agreements, contracts or arrangements expressly set forth in the Company Subsidiary’s existing indebtedness and related fees and expensesDebt Commitment Letter) to which Parent or Merger Sub is a party relating to the Debt Commitment Letter. (b) The Financing As of the date hereof, (i) the Debt Commitment Letter is in full force and effect as and 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 date hereof 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 obligation of Parent and JefferiesMerger Sub and, enforceable against to the knowledge of Parent as of the date hereof, the other parties thereto, except as such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium and Jefferies similar Laws relating to or affecting creditors’ rights or to general principles of equity. 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 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 being unavailable or delayed. There are no conditions precedent or other contingencies relating to the funding of the full amount of the Committed Financing, other than as set forth in the Debt Commitment Letter. As of the date hereof, neither Parent nor Merger Sub has reason to believe that it would be unable to satisfy on a timely basis any condition to Closing of the Debt Commitment Letter required to be satisfied by it, nor does Parent have knowledge, as of the date of this Agreement, that any of the Committed Financing Sources will not perform the respective funding obligations under the Debt Commitment Letter in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, the Financing Commitment has not been amended, supplemented or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has and Merger Sub have fully paid any and all commitment fees or other fees in connection with the Financing Commitment 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 date hereof. There are no conditions precedent Closing any and all commitment fees or other contingencies related fees as they become due and payable after the date of this Agreement pursuant to the funding of the full amount of the Financing Debt Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in the Financing Commitment that is required to be satisfied by it on or prior to the ClosingLetter. (c) At Assuming the Acceptance Time 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 Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), all performance of the funds necessary as Company of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their 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 cash on hand, will be, in the aggregate, sufficient to (i) make all payments contemplated by this Agreement are not contingent in connection with the Merger (including the payment of all amounts payable pursuant to Article II in connection with or conditioned as a result of the Merger) and (ii) pay all fees and expenses required to be paid at the Closing by the Parent or Merger Sub in any manner on obtaining any funds or financingconnection with the Merger.

Sufficient Funds. (ai) Parent Acquireco has delivered to the Company an accurate and complete copy of a Corporation copies of: (A) commitment letterletters dated January 10, together with all schedules and exhibits thereto, dated November 7, 2013 2007 (the “Funding Commitment Letter”), between Parent and Jefferies Finance LLC (“Jefferies”), pursuant to which Jefferies has agreedeach of the Guarantors have committed, subject to the terms and conditions set forth therein therein, to contribute (or cause to be contributed) capital to Acquireco (the “Initial Financing”); and (B) commitment letters dated January 10, 2007 (collectively referred to herein as the “Debt Commitment Letter” and, together with the Funding Commitment Letter, the “Financing ConditionsAgreements”), which relate to provide the debt $1,925,000,000 of financing set forth therein (the “Financing CommitmentDebt Financing”) for including term loan financing (the purpose of “Term Loan Financing”), interim financing (the Transactions“Bridge Financing”), receivables facility financing, (“Receivables Financing”) and high yield debt financing (“High Yield Financing”). As used in this Agreement, the repayment or refinancing of certain of financing referred to under clause (A) above is referred to as the Company’s “Initial Financing”, the financing referred to under clause (B) above is referred to as the “Debt Financing”, and the Company Subsidiary’s existing indebtedness 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. (biii) The Financing Commitment is in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent and Jefferies, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. As of the date hereof, the Financing Commitment has not been amended, supplemented or modified in any respect, and none of the commitments contained therein Financing Agreements has been withdrawn, terminated, repudiated withdrawn and Acquireco does not know of any facts or rescinded circumstances that may reasonably be expected to result in any respect. Parent has paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition conditions set forth in the Financing Commitment that is required Agreements to not be satisfied by it on satisfied. Except for the conditions set forth, described or prior provided in the Financing Agreements, there are no other conditions precedent to the ClosingFinancing. (civ) At The Financing Agreements have been duly executed and delivered and, as at the Acceptance Time date of this Agreement, the Financing Agreements are in full force and effect and are legal and binding obligations of the Effective TimeGuarantors, Parent will have availablein the case of the Funding Commitment Letter, and will make available to Merger Sub (through Intermediary)of Acquireco, all in the case of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financingDebt Commitment Letter.

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

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

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

Sufficient Funds. (aBuyer will have available to it at the Closing sufficient funds to enable Buyer to consummate the Transactions and to satisfy its obligations hereunder and thereunder, including the obligations pursuant to Section 3.9(a) Parent and Section 3.10(c)(i). Buyer has delivered to the Company an accurate true, correct and complete copy copies of a the commitment letter, together with all schedules dated as of July 18, 2017, from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., Bank of America, N.A. and exhibits theretoMerrill, dated November 7Lynch, 2013 ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Commitment LetterParties”), between Parent and Jefferies Finance LLC to Crown Castle International Corp. (the “JefferiesDebt Commitment Letter”), pursuant to which Jefferies has agreedthe Commitment Parties have committed, upon the terms and subject to the terms and conditions set forth therein (subject to any “market flex” provisions included in the fee letter dated as of July 18, 2017 referred to in the Debt Commitment Letter (the “Financing ConditionsFee Letter”), a true and complete copy of which has been delivered to the Company with fees, economic terms and “market flex” provisions redacted), to provide the debt financing set forth therein in the Debt Commitment Letter (the “Financing CommitmentFinancing”). The Debt Commitment Letter is (i) for the purpose of financing the Transactions, the repayment or refinancing of certain of the Company’s and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Commitment is in full force and effect as of effect, (ii) the date hereof and is a legal, valid and binding obligation of Parent Crown Castle International Corp. and, to the Knowledge of Buyer, of each of the Commitment Parties, and Jefferies(iii) to the Knowledge of Buyer, enforceable against Parent and Jefferies Enforceable in accordance with its terms and conditions, subject to against the Bankruptcy and Equity ExceptionCommitment Parties. As of the date hereof, no Commitment Party has notified Buyer or any of its Affiliates of its intention to terminate the Debt Commitment Letter or not to provide its applicable portion of the Financing. The Debt Commitment Letter constitutes the entire and complete agreement between the parties thereto with respect to the Financing Commitment and has not been amended, supplemented modified or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or terminated prior to the date hereof. There are Other than the Debt Commitment Letter and the Fee Letter related thereto, neither Buyer nor any of its Affiliates has entered into any side letter or other Contract that would affect the amount, timing or availability of, or conditionality applicable to, the Financing. The commitments contained in the Debt Commitment Letter have not been reduced, withdrawn or rescinded as of the date of this Agreement, and no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach under any term or condition of the Debt Commitment Letter on the part of Crown Castle International Corp. or, to the Knowledge of Buyer, any of the Commitment Parties. To the Knowledge of Buyer, assuming the accuracy of the representations and warranties set forth in Article IV and Article V such that the condition set forth in Section 8.2(a) is satisfied and the satisfaction of the other conditions set forth in Section 8.1 or 8.2, there is no fact, occurrence or condition that would make any of the assumptions or statements set forth in the Debt Commitment Letter inaccurate in any material respect or that would cause the commitments provided in the Debt Commitment Letter to be terminated, reduced or ineffective or any of the conditions contained therein not to be met. The consummation of the Financing is subject to no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closing, other than those expressly set forth in the Financing ConditionsDebt Commitment Letter. As Neither Buyer nor any of the date hereof, Parent its Affiliates has no any reason to believe that it or Merger Sub any other party to the Debt Commitment Letter will be unable to satisfy on a timely basis any term thereof that could affect the amount, timing or availability of, or conditionality applicable to, the Financing. All commitments and other fees required to be paid under the Debt Commitment Letter prior to the date hereof have been paid in full. Assuming the accuracy of the representations and warranties set forth in Article IV and Article V such that the condition set forth in Section 8.2(a) is satisfied and the Financing satisfaction of the other conditions set forth in Section 8.1 or Section 8.2, the aggregate proceeds contemplated by the Debt Commitment that is required Letter when funded, together with other cash-on-hand and available capacity under Buyer’s revolving credit facility, would be sufficient for Buyer to be satisfied by it on or prior pay the payments set forth in Section 3.9(a). Notwithstanding anything to the Closing. (c) At the Acceptance Time contrary contained herein, Buyer expressly acknowledges 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, Intermediaryagrees that Buyer’s and Merger Sub’s payment obligations under Article 4 and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement hereunder are not contingent or conditioned in any manner on upon Buyer obtaining any funds or financing.

Sufficient Funds. (a) Parent has delivered to the Company an accurate true, correct, and complete copy copies of: (i) fully executed debt commitment letters, dated as of a commitment letter, the date hereof (together with all annexes, schedules and exhibits theretothereto and any fee letters or engagement letters related thereto collectively, dated November 7the “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, 2013 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”), between Parent and Jefferies Finance LLC ) from the persons identified therein (the “JefferiesEquity Investors”), pursuant relating to which Jefferies has agreedthe 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 “Financing ConditionsWarrant 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 provide the debt financing set forth terms and conditions therein (the “Financing Commitment”) for Warrant Financing,” and the purpose of financing commitments under the TransactionsWarrant Commitment Letters, the repayment or refinancing of certain “Warrant Commitments” and, together with the Debt Financing Commitments and the Equity Financing Commitments, the “Financing Commitments”). The Warrant Commitment Letters provide, and will continue to provide, that the Company is an express third party beneficiary of the Company’s Warrant Commitment Letters and are entitled to enforce such agreements, and that Parent and the Company Subsidiary’s existing indebtedness Warrant Exercise Parties have waived any defenses to the enforceability of such third party beneficiary rights, in each case in accordance with its terms and related fees subject to the limitations set forth herein and expensesin Section 10.15 (Specific Performance). (b) The Financing Commitment is in full force and effect as of the date hereof and is a Letters are legal, valid and binding obligation obligations of Parent the parties thereto, are in full force and Jefferieseffect, and are enforceable against Parent and Jefferies the parties thereto in accordance with its terms and conditionstheir terms, subject only to the Bankruptcy and Equity ExceptionEquitable Exceptions. As of the date hereofof this Agreement, (i) none of the Financing Commitment Letters has not been amended, supplemented restated, amended and restated, supplemented, waived or otherwise modified in any respect(and no such amendment, restatement, amendment and restatement, supplement, waiver or other modification is contemplated), and none of (ii) the respective commitments contained therein has set forth in the Commitment Letters have not been withdrawn, terminated, repudiated rescinded, amended, restated or rescinded otherwise modified in any respectrespect (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, Merger Sub or any of their Affiliates is a party related to the funding or investing, as applicable, of the 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 in 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 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 required by the Debt Commitment Letter to be paid as of the date of this Agreement, and will pay (or cause to be paid) in connection with 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 Commitment that are payable on or prior conditions precedent to the date hereof. There are no conditions precedent or other contingencies related obligations of the parties thereunder to the funding of make the full amount of the Equity Financing Commitment at available to Parent on the Closing, other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition terms set forth in the Financing therein. The Debt Commitment that is required to be satisfied by it on or prior to the Closing. (c) At the Acceptance Time and the Effective Time, Parent will have available, and will make available to Merger Sub (through Intermediary), Letter contains all of the funds necessary as conditions precedent to the obligations of such time the parties thereunder to consummate make the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment 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 under Article 4 and of the parties thereunder to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner fund the full amount of the Warrant Financing on obtaining any funds or financingthe terms set forth therein.

Sufficient Funds. (a) Parent Prior to the execution and delivery of this Agreement, the Purchaser has delivered to the Company an accurate true and complete copy copies of a the following commitment letterletters, together with all schedules and exhibits theretowhich are unamended, dated November 7, 2013 evidencing: (i) the availability of committed credit facilities pursuant to an executed commitment letter (the “Commitment Letter”)"COMMITMENT LETTER") dated June 29, between Parent 2007 made by Citigroup Global Markets Inc., Deutsche Bank AG, Canada Branch, Deutsche Bank Securities Inc., The Toronto-Dominion Bank, The Royal Bank of Scotland PLC, and Jefferies Finance RBS Securities Inc. (collectively the "LENDERS") in favour of the Purchaser, and (ii) equity commitments pursuant to executed equity commitment letters (the "EQUITY COMMITMENT LETTERS") dated June 29, 2007 made by each of the Ontario Teachers' Pension Plan Board and affiliates of Providence Equity Partners, Inc. and Madison Dearborn Partners, LLC (“Jefferies”)collectively, the "EQUITY SPONSORS") in favour of the Purchaser, pursuant to which Jefferies has agreedthe Lenders, subject to in the terms case of the Commitment Letter, and conditions set forth therein (the “Financing Conditions”)Equity Sponsors, in the case of the Equity Commitment Letters, have committed to provide the Purchaser with debt financing and equity financing. The commitments described in the Commitment Letter and the Equity Commitment Letters are not subject to any condition precedent other than the conditions expressly set forth therein (the “Financing Commitment”) for the purpose of financing the Transactions, the repayment or refinancing of certain therein. As of the Company’s date hereof each of the Commitment Letter and the Company Subsidiary’s existing indebtedness and related fees and expenses. (b) The Financing Equity Commitment is Letters are in full force and effect as of the date hereof and is a legal, valid and binding obligation of Parent the Purchaser, the Equity Sponsors and Jefferiesthe Lenders, enforceable against Parent and Jefferies in accordance with its terms and conditions, subject no amendment or modification to the Bankruptcy Commitment Letter or the Equity Commitment Letters are contemplated, and as of the date hereof no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser under the Commitment Letter or the Equity ExceptionCommitment Letters, respectively. As of the date hereof, hereof the Financing Commitment has not been amended, supplemented or modified in any respect, and none of the commitments contained therein has been withdrawn, terminated, repudiated or rescinded in any respect. Parent has paid any and all commitment fees or other fees in connection with the Financing Commitment that are payable on or prior to the date hereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Commitment at the Closing, other than the Financing Conditions. As of the date hereof, Parent Purchaser has no reason to believe that it or Merger Sub will be unable to satisfy on a timely basis any term or condition set forth in of closing of the Financing Commitment that is required financing to be satisfied by it on contained in the Commitment Letter or prior the Equity Commitment Letters and is not aware of any fact, occurrence or condition that may cause either of such financing commitments to terminate or be ineffective or any of the terms or conditions of closing of such financings not to be met or of any impediment to the Closing. (c) At funding of the Acceptance Time cash payment obligations of the Purchaser under the Arrangement. Assuming the financing contemplated in the Commitment Letter and the Effective TimeEquity Commitment Letters is funded, Parent the net proceeds contemplated by the Commitment Letter and the Equity Commitment Letters will have available, in the aggregate be sufficient for the Purchaser to pay the aggregate Consideration to be paid pursuant to the Arrangement and will make available any other amounts required to Merger Sub (through Intermediary), all be paid by the Purchaser under this Agreement in connection with the consummation of the funds necessary as of such time to consummate the Transactions, including Parent’s, Intermediary’s and Merger Sub’s payment obligations under Article 4 transactions contemplated by this Agreement and to pay all related fees and expenses. Parent and Merger Sub acknowledge that their obligations under this Agreement are not contingent or conditioned in any manner on obtaining any funds or financing.