Common use of Commitment Letters Clause in Contracts

Commitment Letters. Buyer has, and will have at Closing, sufficient cash to pay the Cash Consideration. Buyer has delivered prior to the Execution Date to the MLP Parties true and complete copies of (a) the debt commitment letter, dated as of the date hereof, among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to refinance the MLP Credit Agreements and the Buyer Credit Agreement (the “Debt Refinancing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Refinancing Commitment Letter”); and (b) the debt commitment letter, dated as of the date 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 (the “Repurchase Financing”; and together with the Debt Refinancing, the “Debt Financing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Repurchase Commitment Letter” and, together with the 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) 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prior to the Execution Date and the respective commitments contained in the Commitment Letters have not been reduced, withdrawn or rescinded prior to the Execution Date.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 to be satisfied pursuant to the Commitment Letters. Buyer or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the Commitment Letters to be paid by the Execution Date.

Commitment Letters. Buyer hasAs of the date of this Agreement, ▇▇▇▇▇▇ has delivered to the Company a true, correct and complete copy of (i) fully executed equity commitment 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 will have at Closingas the same may be amended, sufficient cash modified, supplemented, extended or replaced from time to pay time, in each case in accordance with the Cash Consideration. Buyer terms of this Agreement, collectively, the “Equity Commitment Letters”) pursuant to which each of Guarantors and KKR has delivered prior committed, subject to the Execution Date terms and conditions thereof, to invest in Parent, directly or indirectly, the MLP Parties true cash amounts set forth therein (collectively, the “Equity Financing”), and complete copies of (aii) the a fully executed debt commitment letter, dated as of the date hereofof this Agreement, by and among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to refinance the MLP Credit Agreements Parent and the Buyer Credit Agreement Debt Financing Sources party thereto (the “Debt Refinancing”) (such letter, including together with all exhibits, schedules, or annexes attached thereto, and amendments thereof as the same may be amended, modified, supplemented, extended or replaced from time to time, in effect as each case in accordance with the terms of the Execution Datethis Agreement, the “Refinancing Debt Commitment Letter”); and (b) the debt commitment letter, dated as of the date 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 (the “Repurchase Financing”; ” and together with the Debt RefinancingEquity Commitment Letters, the each, a “Debt Financing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Repurchase Commitment Letter” and, together with the Refinancing Commitment Letterand collectively, the “Commitment Letters”). The Commitment Letters , pursuant to which the Debt Financing Sources party thereto have been duly executed agreed, subject to the terms and delivered by Buyer conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing” and, assuming together with the due authorizationEquity Financing, execution the “Financing”) and delivery hereof by (iii) fully executed fee letters relating to the other parties Debt Financing (together with all exhibits, schedules, or annexes attached thereto, constitute a legaland as the same may be amended, valid and binding agreement of Buyermodified, enforceable against Buyer supplemented, extended or replaced, in each case in accordance with its the terms (except insofar as such enforceability may be limited by bankruptcyof this Agreement, 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 each 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 and, collectively, the “Fee Letters”) (except that the fee amounts, pricing caps and other economic terms in the Commitment Letters) to Fee Letters may be redacted so long as no such redaction covers terms that would adversely affect the amount (other than OID and any other fees that will be netted against the funding of the full amounts contemplated thereby that are not set forth in the copies purchase price discount), conditionality or availability of the Debt Financing). Each Equity Commitment Letters. The Commitment Letters Letter provides that (i) the Company is an express third party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b); (ii) subject to Section 9.10(b), Parent and each Guarantor have not been amended or modified prior waived any defenses to the Execution Date enforceability of such third party beneficiary rights; and (iii) Parent and each Guarantor will not oppose the respective commitments contained in the Commitment Letters have not been reducedgranting of an injunction, 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 to be satisfied pursuant to the Commitment Letters. Buyer or an Affiliate thereof on its behalf has fully paid any and all commitment specific performance or other fees required equitable relief in connection with the exercise by the Commitment Letters to be paid by the Execution DateCompany of such third party beneficiary rights.

Commitment Letters. Buyer hasAs of the date of this Agreement, and will have at Closing, sufficient cash to pay the Cash Consideration. Buyer Parent has delivered prior to the Execution Date to the MLP Parties true Company true, correct and complete copies of (ai) the debt duly executed equity commitment letter, letters dated as of the date hereofof this Agreement, among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to refinance the MLP Credit Agreements between Parent and the Buyer Credit Agreement Guarantors (the “Debt RefinancingEquity 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 (such letterthe “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, schedulesschedules and annexes thereto, annexes and amendments thereof in effect as of the Execution Datecollectively, the “Refinancing 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 (biii) the a duly executed debt commitment letter, letter dated as of the date hereofhereof (as the same may be amended, among Buyerrestated, Citigroup Global Markets Inc. and Bank of America N.A.supplemented, providing for a commitment to finance any required repurchase of the Buyer Notes (the “Repurchase Financing”; and together replaced or otherwise modified in accordance with the Debt Refinancing, the “Debt Financing”Section 6.4(a) (such letteror 6.4(d), including all exhibits, schedulesschedules and annexes thereto, annexes and amendments thereof in effect as of the Execution Datecollectively, the “Repurchase Debt Commitment Letter” and, together with the Refinancing 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). The Each of the Equity Commitment Letters have been duly executed and delivered by Buyer and, assuming provide that the due authorization, execution and delivery hereof by Company is an express third-party beneficiary thereof in order to cause the other parties thereto, constitute a legal, valid and binding agreement of Buyer, enforceable against Buyer Guarantors to fund the Equity Financing 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) 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 to be satisfied pursuant to the Commitment Letters. Buyer or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the Commitment Letters to be paid by the Execution DateSection 9.8.

Commitment Letters. Buyer hasAs of the date of this Agreement, and will have at Closing, sufficient cash to pay the Cash Consideration. Buyer Parent has delivered prior to the Execution Date to the MLP Parties true Company a true, correct and complete copies copy of (ai) the debt commitment letterexecuted Equity Commitment Letter, dated as of the date hereofof this Agreement, among Buyerpursuant to which the Guarantor has committed, Citigroup Global Markets Inc. subject to the terms and Bank conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of America N.A.funding a portion of the Required Amounts (such financing, providing for a commitment to refinance the MLP Credit Agreements and “Equity Financing”), (ii) the Buyer Credit Agreement executed Debt Commitment Letter (the “Debt Refinancing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Refinancing Commitment Letter”); and (b) the debt commitment letter, dated as of the date 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 (the “Repurchase Financing”; ” and together with the Debt Refinancing, the “Debt Financing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Repurchase Commitment Letter” and, together with the Refinancing Equity Commitment Letter, the “Commitment Letters”). The Commitment Letters , dated as of the date of this Agreement, pursuant to which the Financing Sources party thereto have been duly executed committed, subject to the terms 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)), andconditions thereof, to lend the Knowledge of amounts set forth therein for the Buyer Partiespurposes set forth therein (such financing, are not subject to any conditions precedent the “Debt Financing” and together with the Equity Financing, the “Financing”) and (iii) the fee letter related to or other contingencies the Debt Financing (including pursuant to any “flex” provisions other than the “flex” provisions contained in the “Fee Letter” ”) (which Fee Letter may be redacted in a customary manner as defined in required by the Commitment Letters) to Financing Sources, so long as such redacted information does not adversely affect the amount, availability, or conditionality of the funding of the full amounts contemplated thereby that are not set forth in the copies of the Commitment LettersDebt Financing). The Equity Commitment Letters have not been amended or modified prior Letter provides that (A) the Company is an express third party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.8(b); and (B) subject in all respects to the Execution Date Section 9.8(b), Parent and the respective commitments contained in Guarantor will not oppose the Commitment Letters have not been reducedgranting of an injunction, 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 to be satisfied pursuant to the Commitment Letters. Buyer or an Affiliate thereof on its behalf has fully paid any and all commitment specific performance or other fees required by equitable relief in connection with the Commitment Letters to be paid by the Execution Dateexercise of such third party beneficiary rights.

Commitment Letters. Buyer hasConcurrently with the execution of this Agreement, and will have at Closing, sufficient cash to pay the Cash Consideration. Buyer ▇▇▇▇▇▇ has delivered prior to the Execution Date to the MLP Parties true Company true, complete and complete correct copies of (ai) the fully executed equity commitment letters (the “Equity Commitment Letters”), dated as of the date of this Agreement, pursuant to which the Investors (as defined therein) have committed, subject only to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of consummating the Merger (such financing, together with the Internal Financing, the “Equity Financing”) and (ii) the fully executed debt commitment letter, dated as of November 21, 2024, addressed to Parent (or its Affiliate) from the date hereofFinancing Sources party thereto (together with all annexes, among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to refinance the MLP Credit Agreements and the Buyer Credit Agreement (the “Debt Refinancing”) (such letter, including all exhibits, schedulesschedules and other attachments thereto and as amended, annexes supplemented or modified from time to time in accordance with its terms and amendments thereof in effect as of to the Execution Date, the “Refinancing Commitment Letter”); and (b) the debt commitment letter, dated as of the date 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 (the “Repurchase Financing”; and together with the Debt Refinancingextent permitted by Section 6.5, the “Debt FinancingCommitment 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 letterfee letters, including all exhibitsas redacted, schedules“Redacted Fee Letters”, annexes such Debt Commitment Letter and amendments thereof in effect as of the Execution Dateeach such Redacted Fee Letter, collectively, the “Repurchase Commitment LetterDebt Financing Commitment” and, together with the Refinancing Equity Commitment LetterLetters, the “Commitment LettersFinancing Commitments”), pursuant to which, the Financing Sources party thereto have committed, on the terms and subject only to the conditions set forth therein, to provide (or cause to be provided) Parent (or its Affiliate) with debt financing in the amounts specified therein for the purpose of financing the Merger and the other transactions contemplated hereby and the related fees and expenses (such financing, the “Debt Financing” and, together with the Equity Financing, the “Financing”). The Equity Commitment Letters have been duly executed provides that (x) the Company is an express third-party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b) 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 (y) subject in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating all respects 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)Section 9.10(b), andParent will not oppose the granting of an injunction, to the Knowledge of the Buyer Parties, are not subject to any conditions precedent related to specific performance or other contingencies (including pursuant to any “flex” provisions other than equitable relief on the “flex” provisions contained basis that there is adequate remedy at law in connection with the “Fee Letter” as defined in the Commitment Letters) 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 exercise 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 such third-party thereto will be unable to satisfy on a timely basis any of the conditions to the Debt Financing to be satisfied pursuant to the Commitment Letters. Buyer or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the Commitment Letters to be paid by the Execution Datebeneficiary rights.

Commitment Letters. Buyer has, and will have at Closing, sufficient cash to pay the Cash Consideration. Buyer (i) Parent has delivered prior to the Execution Date to Company as of the MLP Parties date of this Agreement a true and complete copies copy of an executed debt commitment letter (aincluding all related exhibits, schedules, annexes and term sheets), dated as of the date of this Agreement (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 “Debt Commitment Letter”), from the lenders party thereto (including any lenders who become party thereto by joinder or otherwise, collectively, the “Lenders”), pursuant to which the Lenders have agreed, subject to the terms and conditions thereof, to provide the 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 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 “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 true and complete copy of an executed equity commitment letter, dated as of the date hereof, among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to refinance the MLP Credit Agreements and the Buyer Credit this Agreement (as amended from time to time after the “Debt Refinancing”) (such letter, including all exhibits, schedules, annexes and amendments thereof date of this Agreement in effect as of the Execution Datecompliance with Section 6.5(a), the “Refinancing Commitment Letter”); and (b) the debt commitment letter, dated as of the date 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 (the “Repurchase Financing”; and together with the Debt Refinancing, the “Debt Financing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Repurchase Equity Commitment Letter” and, together with the Refinancing Debt Commitment Letter, the “Commitment Letters”)) from the Guarantor pursuant to which the Guarantor has agreed, subject to the terms and conditions thereof, to invest in Parent the amounts set forth therein. The Equity Commitment Letters have been duly executed Letter provides that the Company is a third-party beneficiary thereof and delivered by Buyer andis entitled to enforce such agreement, assuming the due authorizationin each case, 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, subject to the Knowledge of the Buyer Parties, are not subject to any terms and conditions precedent related to or other contingencies (including thereof. The cash equity committed pursuant to any “flex” provisions other than the Equity Commitment Letter is collectively referred to in this Agreement as the “flex” provisions contained in the “Fee Letter” as defined in the Commitment Letters) to the funding of the full amounts contemplated thereby that are not set forth in the copies of the Commitment LettersEquity Financing”. The Commitment Letters have not been amended or modified prior to the Execution Date Equity Financing 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 are collectively referred to be satisfied pursuant to as the Commitment Letters. Buyer or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the Commitment Letters to be paid by the Execution Date“Financing”.

Commitment Letters. Buyer has, and will have at Closing, sufficient cash to pay the Cash Consideration. Buyer has delivered prior to the Execution Date to the MLP Parties (a) Attached hereto as Exhibit G are true and complete fully executed copies of the commitment letter and related syndication and fee letters (a) the debt commitment letter, dated as of the date hereof, among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to refinance the MLP Credit Agreements and the Buyer Credit Agreement (the “Debt Refinancing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Refinancing Commitment Letter”); and (b) the debt commitment letter, dated as of the date 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 (the “Repurchase Financing”; and together with the Debt Refinancing, the “Debt Financing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Repurchase Commitment Letter” and, together with the Refinancing Commitment Lettercollectively, the “Commitment Letters”) pursuant to which the lenders named therein have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing set forth therein (the “▇▇▇▇▇ Financing”). The As of the date of this Agreement, there are no other agreements, side letters or arrangements to which Dispatch or any of its Affiliates is a party with any bank party to the Commitment Letters have been duly executed and delivered by Buyer and, assuming that would reasonably be expected to adversely affect the due authorization, execution and delivery hereof availability of the ▇▇▇▇▇ Financing. References to “▇▇▇▇▇ Financing” will include the financing contemplated by the other parties theretoCommitment Letters as permitted by this Agreement to be amended or modified, constitute a legalor replaced by any Alternative Financing, valid and binding agreement of Buyerreferences to “Commitment Letters” will include the financing arrangements contemplated thereby or such documents as permitted by this Agreement to be amended or modified, enforceable against Buyer or replaced by any Alternative Financing, in accordance with its terms each case from and after such amendment, modification or replacement. (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 b) As of the Buyer Partiesdate of this Agreement, 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) to the funding of the full amounts contemplated thereby that are not set forth in the copies none of the Commitment Letters. The Commitment Letters have not has been amended or modified prior to the Execution Date modified, and the respective commitments contained in the Commitment Letters have not been reducedwithdrawn, withdrawn terminated or rescinded prior to rescinded. Assuming (i) the Execution Date. As accuracy of the Execution Daterepresentations and warranties of Citadel contained in this Agreement, (ii) the Buyer Parties are not aware performance by Citadel and each of any event that has occurred which, with or without notice, lapse its Subsidiaries of time or both, would constitute a default or breach by Buyer its obligations under any term or condition this Agreement and (iii) the absence of decline in the fair market value of the Vessels to be pledged as collateral under the ▇▇▇▇▇ Financing from the fair market value of such Vessels assumed in the Commitment Letters, the aggregate proceeds contemplated by the Commitment Letters, when taken together with available cash on hand, will not be less than the aggregate amount equal to at least the sum of (i) $309.0 million, (ii) the Citadel Transaction Expenses and (iii) all fees and expenses required to be paid by ▇▇▇▇▇ and its Affiliates related to the ▇▇▇▇▇ Financing and the consummation of the Transactions. The ▇▇▇▇▇ Financing is not subject to any conditions precedent or other contingencies other than as set forth in the Commitment Letters and, as of the Execution Datedate hereof, 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 to be satisfied pursuant to the Commitment Letters. Buyer or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the Commitment Letters are (A) in full force and effect and no breach of any term of, or default under, any such Commitment Letter exists and (B) the legal, valid, binding and enforceable obligations of the ▇▇▇▇▇ and, to be paid by the Execution DateKnowledge of Dispatch, each of the other parties thereto, in each case subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Commitment Letters. Buyer hasThis Agreement supersedes and replaces, and will have at Closing, sufficient cash to pay the Cash Consideration. Buyer has delivered prior to the Execution Date to the MLP Parties true and complete copies of (a) the debt commitment letter, dated as of the date hereofPurchase Date the Commitment Letter, among Buyerdated April 3, Citigroup 2002, as amended, between Cerberus Capital Management L.P., CSFB Global Markets Inc. and Bank of America N.A.Opportunities Partners, providing for a commitment to refinance the MLP Credit Agreements L.P., Morgan Stanley & Co., Inc., and the Buyer Credit Agreement Company (the “Debt Refinancing”) (such letter"CONVERTIBLE NO▇▇ ▇▇▇M▇▇▇▇▇▇ LETTER"), including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Refinancing Commitment Letter”); and (b) the debt commitment letter, dated April 3, 2002, as amended, of Cerberus Capital Management L.P., Morgan Stanley & Co., Inc., and the date 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 Company (the “Repurchase Financing”; and together with the Debt Refinancing, the “Debt Financing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Repurchase Commitment Letter” "SENIOR SUBORDI▇▇▇▇▇ C▇▇▇▇▇▇▇NT LETTER" and, together with the Refinancing Convertible Note Commitment Letter, the “Commitment Letters”"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 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 ▇▇▇▇▇▇▇ ▇F THE SUBORD▇▇▇▇▇▇ ▇▇▇▇▇▇▇S NOTES (AS DEFINED THEREIN), (THE "SUBORDINATED CREDITORS"), MADELEINE L.L.C., AS AGENT FOR THE SUBORDINATED CREDITORS, AND T▇▇ ▇▇▇▇▇▇STRATIVE 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 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 MADELEINE L.L.C. (the "Purchaser") or its registered assigns the ▇▇▇▇▇▇▇▇l sum of TWENTY-TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($22,500,000), or such lesser unpaid principal amount as shall be outstanding hereunder, on July 25, 2006, together with interest at the interest rates and payable at such times as are specified below. This Note is one of a series of Senior Subordinated Notes due July 25, 2006 (collectively, the "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 Warrant Purchase Agreements dated as of July 25, 2002 (as 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 Commitment Letters have been duly executed holder of this Note is entitled to the benefits of the Purchase Agreement and delivered by Buyer and, assuming may enforce the due authorization, execution and delivery hereof by the other parties thereto, constitute a legal, valid and binding agreement of Buyer, enforceable against Buyer 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 terms acceptance hereof to have made the representations set forth in Section 5.1 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 (except insofar and including) the Effective Date (as such enforceability may defined in the Purchase Agreement) until the unpaid principal balance of this Note shall be limited paid in full (whether 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 scheduled maturity or at law)a date fixed for prepayment, redemption or repurchase or by declaration, demand or otherwise), payable monthly in arrears on the first day of each month, commencing on the first month following the month on which the Effective Date occurs, and on the date on which the unpaid principal balance of this Note shall be paid in full; provided, however, that to the extent permitted by law, upon the occurrence and during the continuation of an Event of Default, the 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, to the Knowledge 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 Buyer Partiesrate 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 not subject 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 at such other place as the Purchaser shall have designated by written notice to the Company as provided in the Purchase Agreement. Whenever any conditions precedent related payment under this Note shall be stated to or other contingencies (including pursuant to any “flex” provisions be due on a day other than a Business Day, such payment shall be made on the “flex” provisions next succeeding Business Day, and 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 “Fee Letter” 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 Purchaser on any date would exceed the maximum permissible amount, it shall be automatically reduced to such amount, and interest 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 Commitment LettersPurchase Agreement) to the funding of the full amounts contemplated thereby that are not set forth extent provided 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 to be satisfied pursuant to the Commitment Letters. Buyer or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the Commitment Letters to be paid by the Execution DatePurchase Agreement.

Commitment Letters. Buyer has, and will have at Closing, sufficient cash to pay the Cash Consideration. Buyer Holdco I has delivered prior to the Execution Date to the MLP Parties Company true and complete copies of (a) executed equity commitment letters, dated as of the date hereof (the “Equity Commitment Letters”), pursuant to which the Equity Financing Sources have committed, upon the terms and subject to the conditions thereof, to invest in Holdco I (directly or indirectly) the cash amount set forth therein (the “Equity Financing”), and (b) an executed debt commitment letter, dated as of the date hereof, among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to refinance the MLP Credit Agreements between Holdco I and the Buyer Credit Agreement Debt Financing Sources party thereto (the “Debt Refinancing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Refinancing Commitment Letter”); and (b) the debt commitment letter, dated as of the date 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 (the “Repurchase Financing”; and together with the Debt Refinancing, the “Debt Financing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Repurchase Commitment Letter” and, together with the Refinancing Equity Commitment LetterLetters, the “Commitment Letters”). The Commitment Letters , pursuant to which the Debt Financing Sources party thereto have been duly executed agreed, upon the terms and delivered by Buyer subject to the conditions thereof, to lend the amounts set forth therein for the purposes of financing the Contemplated Transactions and related fees and expenses (the “Debt Financing” and, assuming together with the due authorizationEquity Financing, 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) to the funding of the full amounts contemplated thereby that are not set forth in the copies of the Commitment LettersFinancing”). The Commitment Letters have not been amended amended, restated or otherwise modified or waived prior to the Execution Date and the date of this Agreement. The respective commitments contained in the Commitment Letters have not been reducedwithdrawn, withdrawn modified or rescinded in any respect prior to the Execution Datedate of this Agreement. As of the Execution Datedate hereof, the Buyer Parties Commitment Letters are not aware in full force and effect and constitute the legal, valid and binding obligation of any event that has occurred whichHoldco I and, with 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 without noticeaffecting creditors’ rights and to general equity principles. As of the date hereof, lapse there are no conditions precedent related to the funding of time or both, would constitute a default or breach the full amount of the Financing contemplated by Buyer under any term or condition 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, and, as the satisfaction of the Execution 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 Buyer Parties 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 no any 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 will not be satisfied or that the 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 Holdco I at the Closing. Holdco I has fully paid all commitment fees or other fees (if any) required to be satisfied paid prior to the date hereof pursuant to the Commitment Letters. Buyer or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the Commitment Letters to be paid by the Execution Date.

Commitment Letters. Buyer hasAs of the date of this Agreement, and will have at Closing, sufficient cash to pay the Cash Consideration. Buyer Parent has delivered prior to the Execution Date to the MLP Parties true Company true, correct and complete copies of (ai) an executed equity commitment letter, dated as of the date of this Agreement, between Parent and Guarantor (the “Equity Commitment Letter”) pursuant to which Guarantor has committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of, among other things, funding a portion of the aggregate value of the Merger (the “Equity Financing”); and (ii) an executed debt commitment letter, dated as of the date hereofof this Agreement, among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to refinance from the MLP Credit Agreements and the Buyer Credit Agreement Debt Financing Sources party thereto (the “Debt Refinancing”) (such letter, including all related exhibits, schedules, annexes annexes, supplements and amendments thereof in effect term sheets thereto, and including any related Fee Letter as described below, as each of the Execution Dateforegoing may be amended, the “Refinancing Commitment Letter”); and (b) the debt commitment lettersupplemented, dated as of replaced, substituted, terminated or otherwise modified or waived from time to time after the date 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 (the “Repurchase Financing”; and together this Agreement in compliance with the Debt RefinancingSection 6.4, the “Debt Financing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Repurchase Commitment LetterLetters” and, together with the Refinancing Equity Commitment Letter, the “Commitment Letters”) pursuant to which the Debt Financing Sources party thereto have committed, subject solely to the terms and conditions thereof, to lend the amounts set forth therein for the purposes of, among other things, funding a portion of the aggregate consideration for the Merger and fees and expenses incurred in connection with the Merger (including the repayment, prepayment or discharge of the Company Credit Agreement) (the “Debt Financing” and, together with the Equity Financing, the “Financing”). Parent has also delivered to the Company a true, correct and complete copy of any fee letter (which may be redacted solely as to fee 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”). The Equity Commitment Letters have been duly executed and delivered by Buyer and, assuming Letter provides that 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’ Company has express third party beneficiary rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law)), and, solely 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) to the funding of the full amounts contemplated thereby that are not extent expressly 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 to be satisfied pursuant to the Commitment Letters. Buyer or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the Commitment Letters to be paid by the Execution Datetherein.

Commitment Letters. Buyer has, and will have at Closing, sufficient cash to pay the Cash Consideration. Buyer (i) Parent has delivered prior to the Execution Date to Company as of the MLP Parties date of this Agreement a true and complete copies copy of (a1) an executed debt commitment letter (including all related exhibits, schedules, annexes and term sheets), dated as of the date of this Agreement (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 “Debt Commitment Letter”), from the Financing Sources party thereto, pursuant to which the Financing Sources have agreed, subject to the terms and conditions thereof, to provide the 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 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 “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 true and complete copy of an executed equity commitment letter, dated as of the date hereof, among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to refinance the MLP Credit Agreements and the Buyer Credit this Agreement (as amended from time to time after the “Debt Refinancing”) (such letter, including all exhibits, schedules, annexes and amendments thereof date of this Agreement in effect as of the Execution Datecompliance with Section ‎6.5(a), the “Refinancing Commitment Letter”); and (b) the debt commitment letter, dated as of the date 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 (the “Repurchase Financing”; and together with the Debt Refinancing, the “Debt Financing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Repurchase Equity Commitment Letter” and, together with the Refinancing Debt Commitment Letter, the “Commitment Letters”)) from the Guarantor pursuant to which the Guarantor has agreed, subject to the terms and conditions thereof, to invest in Parent the amounts set forth therein. The Equity Commitment Letters have been duly executed Letter provides that (1) the Company is an express third-party beneficiary thereof and delivered by Buyer andis entitled to enforce such agreement, assuming in each case, subject to the due authorizationterms and conditions thereof, execution and delivery hereof by the other parties thereto, constitute a legal, valid and binding agreement of Buyer, enforceable against Buyer (2) subject in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating all respects 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)Section ‎9.8(b)(i), and, Parent and Guarantor have waived any defenses to the Knowledge enforceability of such third-party beneficiary rights and (3) the Company’s prior written consent is required for any amendment of the Buyer Parties, are not subject to Equity Commitment Letter or assignment of any conditions precedent related to or other contingencies (including commitments thereunder. The cash equity committed pursuant to any “flex” provisions other than the Equity Commitment Letter is collectively referred to in this Agreement as the “flexEquity Financing.” provisions contained in the “Fee Letter” as defined in the Commitment Letters) 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 Equity Financing 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 are collectively referred to be satisfied pursuant to as the Commitment Letters. Buyer or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the Commitment Letters to be paid by the Execution Date“Financing.”