Common use of Commitment Letters Clause in Contracts

Commitment Letters. As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) duly executed equity commitment letters dated as of the date of this Agreement, between Parent and the Guarantors (the “Equity Commitment Letters”) relating to the commitment of the Guarantors to provide, or cause to be provided, and subject to the terms and conditions thereof, the respective amounts of the cash equity financing stated therein (the “Equity Financing”), (ii) a duly executed preferred equity commitment letter dated as of the date hereof (which may be redacted to exclude any fee or discount amounts) (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Preferred Equity Commitment Letter”) from the equity investors referred to therein (the “Preferred Equity Investors” and, together with the Debt Financing Sources, the “Financing Sources”), relating to the commitment of the Preferred Equity Investors to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the preferred equity financing stated therein (collectively, the “Preferred Equity Financing”) and (iii) a duly executed debt commitment letter dated as of the date hereof (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters and the Preferred Equity Commitment Letter, the “Commitment Letters”) from the Debt Financing Sources, relating to the commitment of the Debt Financing Sources to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the debt financing stated therein (collectively, the “Debt Financing” and, together with the Preferred Equity Financing, the “Third Party Financing”; collectively, with the Equity Financing, the “Financing”) and related executed fee letter (which may be redacted to omit fee amounts and economic terms). Each of the Equity Commitment Letters provide that the Company is an express third-party beneficiary thereof in order to cause the Guarantors to fund the Equity Financing in accordance with Section 9.8.

Commitment Letters. As of the date of this Agreement, Parent Xxxxxx has delivered to the Company a true, correct and complete copies copy of (i) duly fully executed equity commitment letters letters, dated as of the date of this Agreement, between Parent and each of Guarantors and KKR (together with any exhibits, schedules, or annexes attached thereto, and as the Guarantors (same may be amended, modified, supplemented, extended or replaced from time to time, in each case in accordance with the terms of this Agreement, collectively, the “Equity Commitment Letters”) relating pursuant to the commitment which each of the Guarantors to provideand KKR has committed, or cause to be provided, and subject to the terms and conditions thereof, the respective amounts of to invest in Parent, directly or indirectly, the cash equity financing stated amounts set forth therein (collectively, the “Equity Financing”), and (ii) a duly fully executed preferred equity debt commitment letter letter, dated as of the date hereof of this Agreement, by and among Parent and the Debt Financing Sources party thereto (which may be redacted to exclude any fee together with all exhibits, schedules, or discount amounts) (annexes attached thereto, and as the same may be amended, restatedmodified, supplemented, extended or replaced or otherwise modified from time to time, in each case in accordance with Section 6.4(a) or 6.4(d)the terms of this Agreement, including all exhibitsthe “Debt Commitment Letter” and together with the Equity Commitment Letters, schedules each, a “Commitment Letter” and annexes thereto, collectively, the “Preferred Equity Commitment LetterLetters”) from the equity investors referred ), pursuant to therein (the “Preferred Equity Investors” and, together with which the Debt Financing SourcesSources party thereto have agreed, the “Financing Sources”), relating to the commitment of the Preferred Equity Investors to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the preferred equity financing stated therein (collectively, the “Preferred Equity Financing”) and (iii) a duly executed debt commitment letter dated as of the date hereof (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters and the Preferred Equity Commitment Letter, the “Commitment Letters”) from the Debt Financing Sources, relating to the commitment of the Debt Financing Sources to provide, provide or cause to be provided, and subject to the terms and conditions thereof, the amount of provided the debt financing stated amounts set forth therein (collectively, the “Debt Financing” and, together with the Preferred Equity Financing, the “Third Party Financing”; collectively, with the Equity Financing, the “Financing”) and related (iii) fully executed fee letter letters relating to the Debt Financing (which together with all exhibits, schedules, or annexes attached thereto, and as the same may be amended, modified, supplemented, extended or replaced, in each case in accordance with the terms of this Agreement, each a “Fee Letter” and, collectively, the “Fee Letters”) (except that the fee amounts, pricing caps and other economic terms in the Fee Letters may be redacted to omit fee amounts so long as no such redaction covers terms that would adversely affect the amount (other than OID and economic termsany other fees that will be netted against the funding of the purchase price discount), conditionality or availability of the Debt Financing). Each of the Equity Commitment Letters provide Letter provides that (i) the Company is an express third-third party beneficiary thereof in order connection with the Company’s exercise of its rights under Section 9.10(b); (ii) subject to cause Section 9.10(b), Parent and each Guarantor have waived any defenses to the Guarantors to fund enforceability of such third party beneficiary rights; and (iii) Parent and each Guarantor will not oppose the Equity Financing granting of an injunction, specific performance or other equitable relief in accordance connection with Section 9.8the exercise by the Company of such third party beneficiary rights.

Commitment Letters. As of Buyer has, and will have at Closing, sufficient cash to pay the date of this Agreement, Parent Cash Consideration. Buyer has delivered prior to the Company true, correct Execution Date to the MLP Parties true and complete copies of (ia) duly executed equity the debt commitment letters letter, dated as of the date hereof, among Buyer, Citigroup Global Markets Inc. and Bank of this AgreementAmerica N.A., between Parent providing for a commitment to refinance the MLP Credit Agreements and the Guarantors Buyer Credit Agreement (the “Equity Commitment LettersDebt Refinancing”) relating to the commitment (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Guarantors to provide, or cause to be provided, and subject to the terms and conditions thereofExecution Date, the respective amounts of the cash equity financing stated therein (the “Equity FinancingRefinancing Commitment Letter”); and (b) the debt commitment letter, (ii) a duly executed preferred equity commitment letter dated as of the date hereof hereof, among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to finance any required repurchase of the Buyer Notes (which may be redacted to exclude any fee or discount amountsthe “Repurchase Financing”; and together with the Debt Refinancing, the “Debt Financing”) (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d)such letter, including all exhibits, schedules schedules, annexes and annexes thereto, collectivelyamendments thereof in effect as of the Execution Date, the “Preferred Equity Commitment Letter”) from the equity investors referred to therein (the “Preferred Equity Investors” and, together with the Debt Financing Sources, the “Financing Sources”), relating to the commitment of the Preferred Equity Investors to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the preferred equity financing stated therein (collectively, the “Preferred Equity Financing”) and (iii) a duly executed debt commitment letter dated as of the date hereof (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Debt Repurchase Commitment Letter” and, together with the Equity Commitment Letters and the Preferred Equity Refinancing Commitment Letter, the “Commitment Letters”). The Commitment Letters have been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery hereof by the other parties thereto, constitute a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law)), and, to the Knowledge of the Buyer Parties, are not subject to any conditions precedent related to or other contingencies (including pursuant to any “flex” provisions other than the “flex” provisions contained in the “Fee Letter” as defined in the Commitment Letters) from to the funding of the full amounts contemplated thereby that are not set forth in the copies of the Commitment Letters. The Commitment Letters have not been amended or modified prior to the Execution Date and the respective commitments contained in the Commitment Letters have not been reduced, withdrawn or rescinded prior to the Execution Date. As of the Execution Date, the Buyer Parties are not aware of any event that has occurred which, with or without notice, lapse of time or both, would constitute a default or breach by Buyer under any term or condition of the Commitment Letters, and, as of the Execution Date, the Buyer Parties have no reason to believe that Buyer or any other party thereto will be unable to satisfy on a timely basis any of the conditions to the Debt Financing Sources, relating to be satisfied pursuant to the Commitment Letters. Buyer or an Affiliate thereof on its behalf has fully paid any and all commitment of or other fees required by the Debt Financing Sources to provide, or cause Commitment Letters to be provided, and subject to paid by the terms and conditions thereof, the amount of the debt financing stated therein (collectively, the “Debt Financing” and, together with the Preferred Equity Financing, the “Third Party Financing”; collectively, with the Equity Financing, the “Financing”) and related executed fee letter (which may be redacted to omit fee amounts and economic terms). Each of the Equity Commitment Letters provide that the Company is an express third-party beneficiary thereof in order to cause the Guarantors to fund the Equity Financing in accordance with Section 9.8Execution Date.

Commitment Letters. As of the date of this Agreement, Parent has delivered to the Company a true, correct and complete copies copy of (i) duly the executed equity commitment letters Equity Commitment Letter, dated as of the date of this Agreement, between Parent and pursuant to which the Guarantors (the “Equity Commitment Letters”) relating to the commitment of the Guarantors to provideGuarantor has committed, or cause to be provided, and subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the respective cash amounts set forth therein for the purpose of funding a portion of the cash equity financing stated therein Required Amounts (such financing, the “Equity Financing”), (ii) a duly the executed preferred equity commitment letter dated as of the date hereof Debt Commitment Letter (which may be redacted to exclude any fee or discount amounts) (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Preferred Equity Commitment Letter”) from the equity investors referred to therein (the “Preferred Equity Investors” and, together with the Debt Financing Sources, the “Financing Sources”), relating to the commitment of the Preferred Equity Investors to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the preferred equity financing stated therein (collectively, the “Preferred Equity Financing”) and (iii) a duly executed debt commitment letter dated as of the date hereof (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Debt Commitment Letter” and, and together with the Equity Commitment Letters and the Preferred Equity Commitment Letter, the “Commitment Letters”) from the Debt Financing Sources), relating to the commitment dated as of the Debt date of this Agreement, pursuant to which the Financing Sources to provideparty thereto have committed, or cause to be provided, and subject to the terms and conditions thereof, to lend the amount of amounts set forth therein for the debt financing stated purposes set forth therein (collectivelysuch financing, the “Debt Financing” and, and together with the Preferred Equity Financing, the “Third Party Financing”; collectively, with the Equity Financing, the “Financing”) and related executed (iii) the fee letter related to the Debt Financing (the “Fee Letter”) (which Fee Letter may be redacted to omit fee amounts and economic termsin a customary manner as required by the Financing Sources, so long as such redacted information does not adversely affect the amount, availability, or conditionality of the funding of the Debt Financing). Each of the The Equity Commitment Letters provide Letter provides that (A) the Company is an express third-third party beneficiary thereof in order connection with the Company’s exercise of its rights under Section 9.8(b); and (B) subject in all respects to cause Section 9.8(b), Parent and the Guarantors to fund Guarantor will not oppose the Equity Financing granting of an injunction, specific performance or other equitable relief in accordance connection with Section 9.8the exercise of such third party beneficiary rights.

Commitment Letters. As of the date of this AgreementThis Agreement supersedes and replaces, Parent has delivered to the Company true, correct and complete copies of (i) duly executed equity commitment letters dated as of the date of this AgreementPurchase Date the Commitment Letter, dated April 3, 2002, as amended, between Parent Cerberus Capital Management L.P., CSFB Global Opportunities Partners, L.P., Morgan Stanley & Co., Inc., and the Guarantors Company (the “Equity Commitment Letters”) relating to the commitment of the Guarantors to provide, or cause to be provided"CONVERTIBLE NOXX XXXMXXXXXX LETTER"), and subject to the terms Commitment Letter, dated April 3, 2002, as amended, of Cerberus Capital Management L.P., Morgan Stanley & Co., Inc., and conditions thereof, the respective amounts of the cash equity financing stated therein Company (the “Equity Financing”), (ii) a duly executed preferred equity commitment letter dated as of the date hereof (which may be redacted to exclude any fee or discount amounts) (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Preferred Equity Commitment Letter”) from the equity investors referred to therein (the “Preferred Equity Investors” "SENIOR SUBORDIXXXXX CXXXXXXXNT LETTER" and, together with the Debt Financing SourcesConvertible Note Commitment Letter, the “Financing Sources”"COMMITMENT LETTERS"), and after such date the letter hereof such agreements shall be of no further force and effect other than the provisions contained therein relating to reimbursement of expenses, indemnification and exculpation from liabilities, which shall survive as set forth therein, to the commitment extent approved by the Bankruptcy Court pursuant to its order dated April 25, 2002. Very truly yours, ICG COMMUNICATIONS, INC. By:___________________________ Name: Title: If the Purchasers are in agreement with the foregoing, please sign in the appropriate space provided below and return it to the Company, whereupon the foregoing shall become a binding agreement between the Purchasers and the Company. Very truly yours, MADELEINE L.L.C. By:___________________________ Name: Title: MORGAN STANLEY & CO., INCORPORATED By:___________________________ Name: Title: Exhibit A Form of Note THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF THE SENIOR DEBT (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT DATED AS OF THE DATE HEREOF (AS AMENDED, MODIFIED OR RESTATED FORM TIME TO TIME IN THE MANNER PROVIDED THEREIN, COLLECTIVELY, THE "SUBORDINATION AGREEMENT"), MADE BY AND AMONG ICG COMMUNICATIONS, INC., AS THE BORROWER, MADELEINE L.L.C. AND MORGAN STANLEY & CO., INCORPORATED, AS THE XXXXXXX XF THE SUBORDXXXXXX XXXXXXXS NOTES (AS DEFINED THEREIN), (THE "SUBORDINATED CREDITORS"), MADELEINE L.L.C., AS AGENT FOR THE SUBORDINATED CREDITORS, AND TXX XXXXXXSTRATIVE AGENT AND THE COLLATERAL AGENT (EACH AS DEFINED IN THE CREDIT AGREEMENT REFERRED THEREIN) ON BEHALF OF THE LENDERS (AS DEFINED IN SUCH CREDIT AGREEMENT). ICG COMMUNICATIONS, INC. SENIOR SUBORDINATED NOTES DUE July 25, 2006 No. 1 Dated: As of the Preferred Equity Investors Effective Date (as defined in the Purchase $22,500,000 Agreement) FOR VALUE RECEIVED, ICG COMMUNICATIONS, INC., a Delaware corporation (the "Company"), HEREBY PROMISES TO PAY to provideMADELEINE L.L.C. (the "Purchaser") or its registered assigns the xxxxxxxxl sum of TWENTY-TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($22,500,000), or cause to such lesser unpaid principal amount as shall be providedoutstanding hereunder, on July 25, 2006, together with interest at the interest rates and subject to the terms and conditions thereofpayable at such times as are specified below. This Note is one of a series of Senior Subordinated Notes due July 25, the amount of the preferred equity financing stated therein 2006 (collectively, the “Preferred Equity Financing”"Notes") originally issued or to be issued in an aggregate principal amount of up to $25,000,000 pursuant to one or more Note and (iii) a duly executed debt commitment letter Warrant Purchase Agreements dated as of the date hereof July 25, 2002 (as the same may be amended, restated, supplemented, replaced amended or otherwise modified from time to time, the "Purchase Agreement"; capitalized terms not otherwise defined herein have the same meaning as specified in the Purchase Agreement), between the Company and the respective purchasers named therein. The holder of this Note is entitled to the benefits of the Purchase Agreement and may enforce the agreement of the Company therein in accordance with the terms thereof, and may enforce the rights and remedies provided for thereby or otherwise available in respect thereof in accordance with the terms thereof. Each holder of this Note will be deemed, by its acceptance hereof to have made the representations set forth in Section 6.4(a5.1 and 5.2 and to agree to the covenant in Section 7.A1 of the Purchase Agreement. Interest on the unpaid balance of the principal amount of this Note shall be computed on the basis of a 360-day year of twelve 30-day months and shall accrue at a rate per annum equal to 14% per annum from (and including) the Effective Date (as defined in the Purchase Agreement) until the unpaid principal balance of this Note shall be paid in full (whether by scheduled maturity or 6.4(dat a date fixed for prepayment, redemption or repurchase or by declaration, demand or otherwise), including all exhibitspayable monthly in arrears on the first day of each month, schedules commencing on the first month following the month on which the Effective Date occurs, and annexes theretoon the date on which the unpaid principal balance of this Note shall be paid in full; provided, collectivelyhowever, that to the extent permitted by law, upon the occurrence and during the continuation of an Event of Default, the “Debt Commitment Letter” principal of, and all accrued and unpaid interest on, this Note shall bear interest at a rate per annum equal to 16% per annum from (and including) the date such Event of Default occurred until such Event of Default is cured or waived in writing in accordance with the terms of the Purchase Agreement; provided, further, that any overdue payment (including, without limitation, any overdue prepayment, redemption or repurchase) of principal and, together with the Equity Commitment Letters and the Preferred Equity Commitment Letter, the “Commitment Letters”) from the Debt Financing Sources, relating to the commitment extent permitted by applicable law, any overdue payment of interest and premium, if any, shall accrue interest at a rate per annum equal at all times to 2% per annum in excess of the Debt Financing Sources to providerate of interest otherwise in effect hereunder at such time, payable monthly in arrears and, at the option of the registered holder of this Note, upon demand, until the unpaid principal balance of this Note shall be paid in full. Payments of principal of, and interest and premium, if any, on this Note are payable in lawful money of the United States of America at the place designated therefor as set forth in Section 10 of the Purchase Agreement, or cause at such other place as the Purchaser shall have designated by written notice to the Company as provided in the Purchase Agreement. Whenever any payment under this Note shall be stated to be provideddue on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and subject such extension of time shall in such case be included in the computation of payment of interest. Nothing contained in this Promissory Note or the Purchase Agreement shall require the Company to pay interest at a rate exceeding the maximum rate permitted by applicable law. If interest payable to the terms Purchaser on any date would exceed the maximum permissible amount, it shall be automatically reduced to such amount, and conditions thereofinterest for any subsequent period, to the extent less than that permitted by applicable law, shall, to that extent, be increased by the amount of such reduction. The indebtedness evidenced by this Note is subordinate and junior in right of payment to Senior Indebtedness (as defined in the debt financing stated therein (collectively, Purchase Agreement) to the “Debt Financing” and, together with extent provided in the Preferred Equity Financing, the “Third Party Financing”; collectively, with the Equity Financing, the “Financing”) and related executed fee letter (which may be redacted to omit fee amounts and economic terms). Each of the Equity Commitment Letters provide that the Company is an express third-party beneficiary thereof in order to cause the Guarantors to fund the Equity Financing in accordance with Section 9.8Purchase Agreement.

Commitment Letters. As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) duly an executed equity commitment letters letter, dated as of the date of this Agreement, between Parent and the Guarantors Guarantor (the “Equity Commitment LettersLetter”) relating pursuant to the commitment of the Guarantors to providewhich Guarantor has committed, or cause to be provided, and subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the respective cash amounts set forth therein for the purpose of, among other things, funding a portion of the cash equity financing stated therein aggregate value of the Merger (the “Equity Financing”), ; and (ii) a duly an executed preferred equity debt commitment letter letter, dated as of the date hereof of this Agreement, from the Debt Financing Sources party thereto (which may be redacted to exclude including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any fee or discount amounts) (related Fee Letter as described below, as each of the same foregoing may be amended, restated, supplemented, replaced replaced, substituted, terminated or otherwise modified or waived from time to time after the date of this Agreement in accordance compliance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively6.4, the “Preferred Equity Debt Commitment Letter”) from the equity investors referred to therein (the “Preferred Equity InvestorsLetters” and, together with the Debt Financing Sources, the “Financing Sources”), relating to the commitment of the Preferred Equity Investors to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the preferred equity financing stated therein (collectively, the “Preferred Equity Financing”) and (iii) a duly executed debt commitment letter dated as of the date hereof (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters and the Preferred Equity Commitment Letter, the “Commitment Letters”) from the Debt Financing Sources, relating pursuant to the commitment of which the Debt Financing Sources to provideparty thereto have committed, or cause to be provided, and subject solely to the terms and conditions thereof, to lend the amount amounts set forth therein for the purposes of, among other things, funding a portion of the debt financing stated therein aggregate consideration for the Merger and fees and expenses incurred in connection with the Merger (collectivelyincluding the repayment, prepayment or discharge of the Company Credit Agreement) (the “Debt Financing” and, together with the Preferred Equity Financing, the “Third Party Financing”; collectively, with the Equity Financing, the “Financing”) ). Parent has also delivered to the Company a true, correct and related executed complete copy of any fee letter (which may be redacted solely as to omit fee amounts and amounts, yield or interest rate or other price caps, original issue discount amounts, successful syndication levels, other economic terms, and, if applicable, the economic “market flex” terms, so long as no redaction covers terms that would adversely affect conditionality, availability or termination of the aggregate committed amount of the Debt Financing necessary to fund the Required Amount on the Closing Date) in connection with the Debt Commitment Letters (as may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time after the date of this Agreement in compliance with Section 6.4, any such letter, a “Fee Letter”). Each of the The Equity Commitment Letters provide Letter provides that the Company is an has express third-third party beneficiary thereof in order rights solely to cause the Guarantors to fund the Equity Financing in accordance with Section 9.8extent expressly set forth therein.

Commitment Letters. As of Concurrently with the date execution of this Agreement, Parent Xxxxxx has delivered to the Company true, complete and correct and complete copies of (i) duly the fully executed equity commitment letters (the “Equity Commitment Letters”), dated as of the date of this Agreement, between Parent and pursuant to which the Guarantors Investors (the “Equity Commitment Letters”as defined therein) relating to the commitment of the Guarantors to providehave committed, or cause to be provided, and subject only to the terms and conditions thereof, the respective amounts of to invest in Parent, directly or indirectly, the cash equity financing stated amounts set forth therein for the purpose of consummating the Merger (the “Equity Financing”), (ii) a duly executed preferred equity commitment letter dated as of the date hereof (which may be redacted to exclude any fee or discount amounts) (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Preferred Equity Commitment Letter”) from the equity investors referred to therein (the “Preferred Equity Investors” andsuch financing, together with the Debt Financing SourcesInternal Financing, the “Financing Sources”), relating to the commitment of the Preferred Equity Investors to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the preferred equity financing stated therein (collectively, the “Preferred Equity Financing”) and (iiiii) a duly the fully executed debt commitment letter letter, dated as of November 21, 2024, addressed to Parent (or its Affiliate) from the date hereof Financing Sources party thereto (as the same may be amendedtogether with all annexes, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes theretoother attachments thereto and as amended, supplemented or modified from time to time in accordance with its terms and to the extent permitted by Section 6.5, the “Debt Commitment Letter”) and the fee letter(s) referred to in the Debt Commitment Letter, which (A) may be redacted with respect to pricing terms, fee amounts, “price flex”, other economic or “flex” provisions and any other provisions that are customarily redacted in connection with merger agreements of this type, and (B) may not be redacted with respect to any terms that would have the effect of a Prohibited Financing Modification (such fee letters, as redacted, “Redacted Fee Letters”, such Debt Commitment Letter and each such Redacted Fee Letter, collectively, the “Debt Commitment LetterFinancing Commitment” and, together with the Equity Commitment Letters and the Preferred Equity Commitment LetterLetters, the “Commitment LettersFinancing Commitments”) from ), pursuant to which, the Debt Financing SourcesSources party thereto have committed, relating on the terms and subject only to the commitment of the Debt Financing Sources conditions set forth therein, to provide, provide (or cause to be provided, and subject to the terms and conditions thereof, the amount of the ) Parent (or its Affiliate) with debt financing stated in the amounts specified therein for the purpose of financing the Merger and the other transactions contemplated hereby and the related fees and expenses (collectivelysuch financing, the “Debt Financing” and, together with the Preferred Equity Financing, the “Third Party Financing”; collectively, with the Equity Financing, the “Financing”) and related executed fee letter (which may be redacted to omit fee amounts and economic terms). Each of the The Equity Commitment Letters provide provides that (x) the Company is an express third-party beneficiary thereof in order connection with the Company’s exercise of its rights under Section 9.10(b) and (y) subject in all respects to cause Section 9.10(b), Parent will not oppose the Guarantors to fund granting of an injunction, specific performance or other equitable relief on the Equity Financing basis that there is adequate remedy at law in accordance connection with Section 9.8the exercise of any such third-party beneficiary rights.

Commitment Letters. As of the date of this Agreement, (i) Parent has delivered to the Company true, correct as of the date of this Agreement a true and complete copies copy of an executed debt commitment letter (i) duly executed equity commitment letters including all related exhibits, schedules, annexes and term sheets), dated as of the date of this AgreementAgreement (as amended, between Parent and modified, supplemented, replaced or extended from time to time after the Guarantors (date of this Agreement in compliance with Section 6.5(a), the “Equity Debt Commitment LettersLetter”) relating ), from the lenders party thereto (including any lenders who become party thereto by joinder or otherwise, collectively, the “Lenders”), pursuant to which the commitment of the Guarantors to provideLenders have agreed, or cause to be provided, and subject to the terms and conditions thereof, to provide the respective debt amounts set forth therein and (b) the fee letter associated therewith (redacted to omit the fee amounts and other economic terms and the “market flex” provisions thereof, none of which would adversely affect the amount, conditionality or availability of the cash equity financing stated therein Debt Financing contemplated thereby) (as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 6.5(a), the “Equity Fee Letter”). The debt financing committed pursuant to the Debt Commitment Letter is collectively referred to in this Agreement as the “Debt Financing”), . (ii) Parent has delivered to the Company as of the date of this Agreement a duly true and complete copy of an executed preferred equity commitment letter letter, dated as of the date hereof (which may be redacted to exclude any fee or discount amounts) of this Agreement (as amended from time to time after the same may be amended, restated, supplemented, replaced or otherwise modified date of this Agreement in accordance compliance with Section 6.4(a) or 6.4(d6.5(a), including all exhibits, schedules and annexes thereto, collectively, the “Preferred Equity Commitment Letter”) from the equity investors referred to therein (the “Preferred Equity Investors” and, together with the Debt Financing Sources, the “Financing Sources”), relating to the commitment of the Preferred Equity Investors to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the preferred equity financing stated therein (collectively, the “Preferred Equity Financing”) and (iii) a duly executed debt commitment letter dated as of the date hereof (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters and the Preferred Equity Debt Commitment Letter, the “Commitment Letters”) from the Debt Financing SourcesGuarantor pursuant to which the Guarantor has agreed, relating to the commitment of the Debt Financing Sources to provide, or cause to be provided, and subject to the terms and conditions thereof, to invest in Parent the amount of the debt financing stated therein (collectively, the “Debt Financing” and, together with the Preferred Equity Financing, the “Third Party Financing”; collectively, with the Equity Financing, the “Financing”) and related executed fee letter (which may be redacted to omit fee amounts and economic terms)set forth therein. Each of the The Equity Commitment Letters provide Letter provides that the Company is an express a third-party beneficiary thereof and is entitled to enforce such agreement, in order each case, subject to cause the Guarantors terms and conditions thereof. The cash equity committed pursuant to fund the Equity Commitment Letter is collectively referred to in this Agreement as the “Equity Financing”. The Equity Financing in accordance with Section 9.8and the Debt Financing are collectively referred to as the “Financing”.

Commitment Letters. As of the date of this Agreement, Parent Holdco I has delivered to the Company true, correct true and complete copies of (ia) duly executed equity commitment letters letters, dated as of the date of this Agreement, between Parent and the Guarantors hereof (the “Equity Commitment Letters”) relating ), pursuant to which the commitment of Equity Financing Sources have committed, upon the Guarantors to provide, or cause to be provided, terms and subject to the terms and conditions thereof, the respective amounts of to invest in Holdco I (directly or indirectly) the cash equity financing stated amount set forth therein (the “Equity Financing”), and (iib) a duly an executed preferred equity debt commitment letter letter, dated as of the date hereof (which may be redacted to exclude any fee or discount amounts) (as the same may be amendedhereof, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules between Holdco I and annexes thereto, collectively, the “Preferred Equity Commitment Letter”) from the equity investors referred to therein (the “Preferred Equity Investors” and, together with the Debt Financing Sources, the “Financing Sources”), relating to the commitment of the Preferred Equity Investors to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the preferred equity financing stated therein Sources party thereto (collectively, the “Preferred Equity Financing”) and (iii) a duly executed debt commitment letter dated as of the date hereof (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters and the Preferred Equity Commitment LetterLetters, the “Commitment Letters”) from the Debt Financing Sources), relating pursuant to the commitment of which the Debt Financing Sources to provideparty thereto have agreed, or cause to be provided, upon the terms and subject to the terms and conditions thereof, to lend the amount amounts set forth therein for the purposes of financing the debt financing stated therein Contemplated Transactions and related fees and expenses (collectively, the “Debt Financing” and, together with the Preferred Equity Financing, the “Third Party Financing”; collectively, with the Equity Financing, the “Financing”) and related executed fee letter (which may be redacted to omit fee amounts and economic terms). Each The Commitment Letters have not been amended, restated or otherwise modified or waived prior to the date of this Agreement. The respective commitments contained in the Commitment Letters have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. As of the Equity date hereof, the Commitment Letters provide are in full force and effect and constitute the legal, valid and binding obligation of Holdco I and, to the knowledge of Holdco I, each of the other parties thereto, in each case, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. As of the date hereof, there are no conditions precedent related to the funding of the full amount of the Financing contemplated by the Commitment Letters to be funded on the Closing Date other than as expressly set forth in the Commitment Letters. Subject to the terms and conditions of the Commitment Letters, the satisfaction of the conditions contained in Article 6 hereof and the completion of the Marketing Period, the net proceeds contemplated from the Financing, will, in the aggregate, be sufficient for the satisfaction of all of Holdco I’s obligations under this Agreement required to be paid on the Closing Date, including the payment of (i) the Closing Consideration and any other amounts required to be paid by or on behalf of Holdco I pursuant to this Agreement on the Closing Date and (ii) all fees and expenses and other payment obligations required to be paid or satisfied by Holdco I on the Closing Date in connection with the Contemplated Transactions and the Financing. As of the date of this Agreement, (x) subject to the accuracy in all material respects of the representations and warranties set forth in Article 3, no event has occurred that would constitute a breach or default (or an event which with notice or lapse of time or both could constitute a breach or default) on the part of Holdco I under the Commitment Letters or, to the knowledge of Holdco I, any other party to the Commitment Letters, and (y) subject to the satisfaction of the conditions contained in Article 6 hereof and the completion of the Marketing Period, Holdco I does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Company is an express third-party beneficiary thereof in order Financing or any other funds necessary for the satisfaction of all of Holdco I’s obligations under this Agreement on the Closing Date will not be available to cause Holdco I at the Guarantors Closing. Holdco I has fully paid all commitment fees or other fees (if any) required to fund be paid prior to the Equity Financing in accordance with Section 9.8date hereof pursuant to the Commitment Letters.

Commitment Letters. As of the date of this Agreement, (i) Parent has delivered to the Company true, correct as of the date of this Agreement a true and complete copies copy of (i1) duly an executed equity debt commitment letters letter (including all related exhibits, schedules, annexes and term sheets), dated as of the date of this AgreementAgreement (as amended, between Parent and modified, supplemented, replaced or extended from time to time after the Guarantors (date of this Agreement in compliance with Section ‎6.5(a), the “Equity Debt Commitment LettersLetter”) relating ), from the Financing Sources party thereto, pursuant to which the commitment of the Guarantors to provideFinancing Sources have agreed, or cause to be provided, and subject to the terms and conditions thereof, to provide the respective debt amounts set forth therein and (2) the fee letter associated therewith (redacted to omit the fee amounts and other economic terms and the “market flex” provisions thereof, none of which would adversely affect the conditionality or availability of the cash equity financing stated therein Debt Financing contemplated thereby or reduce the amount of the Debt Financing to be less than the Required Financing Amount) (as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section ‎6.5(a), the “Equity FinancingFee Letter”), . The debt financing committed pursuant to the Debt Commitment Letter is collectively referred to in this Agreement as the “Debt Financing.” (ii) Parent has delivered to the Company as of the date of this Agreement a duly true and complete copy of an executed preferred equity commitment letter letter, dated as of the date hereof (which may be redacted to exclude any fee or discount amounts) of this Agreement (as amended from time to time after the same may be amended, restated, supplemented, replaced or otherwise modified date of this Agreement in accordance compliance with Section 6.4(a) or 6.4(d‎6.5(a), including all exhibits, schedules and annexes thereto, collectively, the “Preferred Equity Commitment Letter”) from the equity investors referred to therein (the “Preferred Equity Investors” and, together with the Debt Financing Sources, the “Financing Sources”), relating to the commitment of the Preferred Equity Investors to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the preferred equity financing stated therein (collectively, the “Preferred Equity Financing”) and (iii) a duly executed debt commitment letter dated as of the date hereof (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters and the Preferred Equity Debt Commitment Letter, the “Commitment Letters”) from the Debt Financing SourcesGuarantor pursuant to which the Guarantor has agreed, relating to the commitment of the Debt Financing Sources to provide, or cause to be provided, and subject to the terms and conditions thereof, to invest in Parent the amount of the debt financing stated therein (collectively, the “Debt Financing” and, together with the Preferred Equity Financing, the “Third Party Financing”; collectively, with the Equity Financing, the “Financing”) and related executed fee letter (which may be redacted to omit fee amounts and economic terms)set forth therein. Each of the The Equity Commitment Letters provide Letter provides that (1) the Company is an express third-party beneficiary thereof and is entitled to enforce such agreement, in order each case, subject to cause the Guarantors terms and conditions thereof, (2) subject in all respects to fund Section ‎9.8(b)(i), Parent and Guarantor have waived any defenses to the enforceability of such third-party beneficiary rights and (3) the Company’s prior written consent is required for any amendment of the Equity Commitment Letter or assignment of any commitments thereunder. The cash equity committed pursuant to the Equity Commitment Letter is collectively referred to in this Agreement as the “Equity Financing.” The Equity Financing in accordance with Section 9.8and the Debt Financing are collectively referred to as the “Financing.”