Common use of Commitment Letters Clause in Contracts

Commitment Letters. As of the date of this Agreement, Xxxxxx 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 as the 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”) pursuant to which each of Guarantors and KKR has committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein (collectively, the “Equity Financing”), and (ii) a fully executed debt commitment letter, dated as of the date of this Agreement, by and among Parent and the Debt Financing Sources party thereto (together with all exhibits, schedules, or annexes attached thereto, and as the same may be amended, modified, supplemented, extended or replaced from time to time, in each case in accordance with the terms of this Agreement, the “Debt Commitment Letter” and together with the Equity Commitment Letters, each, a “Commitment Letter” and collectively, the “Commitment Letters”), pursuant to which the Debt Financing Sources party thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”) and (iii) fully executed fee letters relating to the Debt Financing (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 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 purchase price discount), conditionality or availability of the Debt Financing). Each Equity Commitment 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 waived any defenses to the enforceability of such third party beneficiary rights; and (iii) Parent and each Guarantor will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by the Company of such third party beneficiary rights.

Commitment Letters. As of the date of this Agreement, Xxxxxx Parent has delivered to the Company a true, correct and complete copy copies of (i) fully duly executed equity commitment letters, letters dated as of the date of this Agreement, between Parent and each of the Guarantors and KKR (together with any exhibits, schedules, or annexes attached thereto, and as the 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”) pursuant relating to which each the commitment of the Guarantors to provide, or cause to be provided, and KKR has committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the respective amounts of the cash amounts set forth equity financing stated therein (collectively, the “Equity Financing”), and (ii) a fully duly executed debt preferred equity commitment letter, letter dated as of the date of this Agreement, by and among Parent and the Debt Financing Sources party thereto hereof (together with all exhibits, schedules, which may be redacted to exclude any fee or annexes attached thereto, and discount amounts) (as the same may be amended, modifiedrestated, supplemented, extended replaced or replaced from time to time, in each case otherwise modified in accordance with the terms of this AgreementSection 6.4(a) or 6.4(d), the “Debt Commitment Letter” including all exhibits, schedules and together with the Equity Commitment Lettersannexes thereto, each, a “Commitment Letter” and collectively, the “Preferred Equity Commitment LettersLetter”) from the equity investors referred to therein (the “Preferred Equity Investors” and, together with the Debt Financing Sources, the “Financing Sources”), pursuant relating to which the Debt Financing Sources party thereto have agreedcommitment 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 provide the commitment of the Debt Financing Sources to provide, or cause to be provided provided, and subject to the terms and conditions thereof, the amount of the debt amounts set forth 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 (iii) fully related executed fee letters relating to the Debt Financing letter (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 which may be redacted so long as no such redaction covers terms that would adversely affect the amount (other than OID to omit fee amounts and any other fees that will be netted against the funding of the purchase price discount), conditionality or availability of the Debt Financingeconomic terms). Each of the Equity Commitment Letter provides Letters provide that (i) the Company is an express third third-party beneficiary thereof in connection order to cause the Guarantors to fund the Equity Financing in accordance 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 waived any defenses to the enforceability of such third party beneficiary rights; and (iii) Parent and each Guarantor will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by the Company of such third party beneficiary rights9.8.

Commitment Letters. As of Buyer has, and will have at Closing, sufficient cash to pay the date of this Agreement, Xxxxxx Cash Consideration. Buyer has delivered prior to the Company a true, correct Execution Date to the MLP Parties true and complete copy copies of (ia) 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 as the 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”) pursuant to which each of Guarantors and KKR has committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein (collectively, the “Equity Financing”), and (ii) a fully executed debt commitment letter, dated as of the date hereof, among Buyer, Citigroup Global Markets Inc. and Bank of this AgreementAmerica N.A., by and among Parent providing for a commitment to refinance the MLP Credit Agreements and the Buyer Credit Agreement (the “Debt Financing Sources party thereto Refinancing”) (together with such letter, including all exhibits, schedules, or annexes attached theretoand amendments thereof in effect as of the Execution Date, the “Refinancing Commitment Letter”); and (b) the debt commitment letter, dated as of the same may be amendeddate hereof, modifiedamong Buyer, supplementedCitigroup Global Markets Inc. and Bank of America N.A., extended or replaced from time providing for a commitment to time, in each case in accordance finance any required repurchase of the Buyer Notes (the “Repurchase Financing”; and together with the terms of this AgreementDebt 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 and, together with the Equity Commitment Letters, each, a “Refinancing Commitment Letter” and collectively, 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 which any “flex” provisions other than the Debt Financing Sources “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 have agreed, subject will be unable to satisfy on a timely basis any of the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”) and (iii) fully executed fee letters relating to the Debt Financing (together with to be satisfied pursuant to the Commitment Letters. Buyer or an Affiliate thereof on its behalf has fully paid any and all exhibits, schedules, commitment 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 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 purchase price discount), conditionality or availability of the Debt Financing). Each Equity Commitment 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 waived any defenses to the enforceability of such third party beneficiary rights; and (iii) Parent and each Guarantor will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise required by the Company of such third party beneficiary rightsCommitment Letters to be paid by the Execution Date.

Commitment Letters. As of the date of this Agreement, Xxxxxx Holdco I has delivered to the Company a true, correct true and complete copy copies of (ia) fully executed equity commitment letters, dated as of the date of this Agreement, between Parent and each of Guarantors and KKR hereof (together with any exhibits, schedules, or annexes attached thereto, and as the 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”) ), pursuant to which each of Guarantors and KKR has the Equity Financing Sources have committed, upon the terms and subject to the terms and conditions thereof, to invest in Parent, Holdco I (directly or indirectly, ) the cash amounts amount set forth therein (collectively, the “Equity Financing”), and (iib) a fully an executed debt commitment letter, dated as of the date of this Agreementhereof, by and among Parent between Holdco I and the Debt Financing Sources party thereto (together with all exhibits, schedules, or annexes attached thereto, and as the same may be amended, modified, supplemented, extended or replaced from time to time, in each case in accordance with the terms of this Agreement, the “Debt Commitment Letter” and and, together with the Equity Commitment Letters, each, a “Commitment Letter” and collectively, the “Commitment Letters”), pursuant to which the Debt Financing Sources party thereto have agreed, upon the terms and subject to the terms and conditions thereof, to provide or cause to be provided lend the debt amounts set forth therein for the purposes of financing the Contemplated Transactions and related fees and expenses (the “Debt Financing” and, together with the Equity Financing, the “Financing”) and (iii) fully executed fee letters relating ). The Commitment Letters have not been amended, restated or otherwise modified or waived prior to the Debt Financing (together with all exhibitsdate of this Agreement. The respective commitments contained in the Commitment Letters have not been withdrawn, schedulesmodified or rescinded in any respect prior to the date of this Agreement. As of the date hereof, or annexes attached the Commitment Letters 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, and as the same may be amended, modified, supplemented, extended or replaced, in each case 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 accordance 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 terms Contemplated Transactions and the Financing. As of the date 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 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 purchase price discount), conditionality or availability of the Debt Financing). Each Equity Commitment 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); (iix) subject to Section 9.10(b)the accuracy in all material respects of the representations and warranties set forth in Article 3, Parent and each Guarantor have waived any defenses 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 enforceability knowledge of such third Holdco I, any other party beneficiary rights; to the Commitment Letters, and (iiiy) Parent subject to the satisfaction of the conditions contained in Article 6 hereof and each Guarantor 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 oppose be satisfied or that the granting Financing or any other funds necessary for the satisfaction of an injunction, specific performance 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 equitable relief in connection with fees (if any) required to be paid prior to the exercise by date hereof pursuant to the Company of such third party beneficiary rightsCommitment Letters.

Commitment Letters. As of the date of this AgreementThis Agreement supersedes and replaces, Xxxxxx 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 AgreementPurchase Date the Commitment Letter, dated April 3, 2002, as amended, between Parent and each of Guarantors and KKR (together with any exhibitsCerberus Capital Management L.P., schedulesCSFB Global Opportunities Partners, or annexes attached theretoL.P., Morgan Stanley & Co., Inc., and as the same may be amended, modified, supplemented, extended or replaced from time to time, in each case in accordance with Company (the terms of this Agreement, collectively, the “Equity Commitment Letters”) pursuant to which each of Guarantors and KKR has committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein (collectively, the “Equity Financing”"CONVERTIBLE NOXX XXXMXXXXXX LETTER"), and (ii) a fully executed debt commitment letterthe Commitment Letter, dated April 3, 2002, as amended, of the date of this AgreementCerberus Capital Management L.P., by and among Parent Morgan Stanley & Co., Inc., and the Debt Financing Sources party thereto (together with all exhibits, schedules, or annexes attached thereto, and as the same may be amended, modified, supplemented, extended or replaced from time to time, in each case in accordance with the terms of this Agreement, the “Debt Commitment Letter” and together with the Equity Commitment Letters, each, a “Commitment Letter” and collectively, the “Commitment Letters”), pursuant to which the Debt Financing Sources party thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein Company (the “Debt Financing” "SENIOR SUBORDIXXXXX CXXXXXXXNT LETTER" and, together with the Equity FinancingConvertible Note Commitment Letter, the “Financing”) "COMMITMENT LETTERS"), and (iii) fully executed fee letters 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 Debt Financing (together with all exhibitsextent approved by the Bankruptcy Court pursuant to its order dated April 25, schedules2002. Very truly yours, or annexes attached theretoICG COMMUNICATIONS, and as INC. By:___________________________ Name: Title: If the same may be amended, modified, supplemented, extended or replaced, Purchasers are in each case in accordance agreement with the terms of this Agreementforegoing, each a “Fee Letter” and, collectively, the “Fee Letters”) (except that the fee amounts, pricing caps and other economic terms please sign in the Fee Letters may be redacted so long as no such redaction covers terms that would adversely affect appropriate space provided below and return it to the amount 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 (other than OID and any other fees that will be netted against the funding of the purchase price discountAS 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"), conditionality or availability of the Debt FinancingMADE 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). Each Equity Commitment 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)ICG COMMUNICATIONS, Parent and each Guarantor have waived any defenses to the enforceability of such third party beneficiary rights; and (iii) Parent and each Guarantor will not oppose the granting of an injunctionINC. SENIOR SUBORDINATED NOTES DUE July 25, specific performance or other equitable relief in connection with the exercise by the Company of such third party beneficiary rights.2006

Commitment Letters. As of the date of this Agreement, Xxxxxx Parent has delivered to the Company a true, correct and complete copy copies of (i) fully an executed equity commitment lettersletter, dated as of the date of this Agreement, between Parent and each of Guarantors and KKR Guarantor (together with any exhibits, schedules, or annexes attached thereto, and as the 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 LettersLetter”) pursuant to which each of Guarantors and KKR 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 (collectively, the “Equity Financing”), ; and (ii) a fully an executed debt commitment letter, dated as of the date of this Agreement, by and among Parent and from the Debt Financing Sources party thereto (together with including all related exhibits, schedules, or annexes attached annexes, supplements and term sheets thereto, and including any related Fee Letter as described below, as each of the same foregoing may be amended, modified, supplemented, extended replaced, substituted, terminated or replaced otherwise modified or waived from time to time, in each case in accordance with time after the terms date of this AgreementAgreement in compliance with Section 6.4, the “Debt Commitment LetterLetters” and and, together with the Equity Commitment Letters, each, a “Commitment Letter” and collectively, the “Commitment Letters”), ) pursuant to which the Debt Financing Sources party thereto have agreedcommitted, subject solely to the terms and conditions thereof, to provide or cause to be provided lend the debt 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”) and (iii) fully executed fee letters relating ). Parent has also delivered to the Debt Financing Company a true, correct and complete copy of any fee letter (together with all exhibits, schedules, or annexes attached thereto, and as the same which 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 redacted solely as to fee amounts, pricing caps and yield or interest rate or other price caps, original issue discount amounts, successful syndication levels, other economic terms in terms, and, if applicable, the Fee Letters may be redacted economic “market flex” terms, 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 conditionality, availability or termination of the purchase price discount), conditionality or availability aggregate committed amount of the Debt FinancingFinancing 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 The Equity Commitment Letter provides that (i) the Company is an has 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 waived any defenses solely to the enforceability of such third party beneficiary rights; and (iii) Parent and each Guarantor will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by the Company of such third party beneficiary rightsextent expressly set forth therein.

Commitment Letters. As of the date of this Agreement, Xxxxxx Parent has delivered to the Company a true, correct and complete copy of (i) fully the executed equity commitment lettersEquity Commitment Letter, 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 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”) pursuant to which each of Guarantors and KKR the 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 funding a portion of the Required Amounts (collectivelysuch financing, the “Equity Financing”), and (ii) a fully the executed debt commitment letter, dated as of the date of this Agreement, by and among Parent and the Debt Financing Sources party thereto Commitment Letter (together with all exhibits, schedules, or annexes attached thereto, and as the same may be amended, modified, supplemented, extended or replaced from time to time, in each case in accordance with the terms of this Agreement, the “Debt Commitment Letter” and together with the Equity Commitment Letters, each, a “Commitment Letter” and collectively, the “Commitment Letters”), dated as of the date of this Agreement, pursuant to which the Debt Financing Sources party thereto have agreedcommitted, subject to the terms and conditions thereof, to provide or cause to be provided lend the debt amounts set forth therein for the purposes set forth therein (such financing, the “Debt Financing” and, and together with the Equity Financing, the “Financing”) and (iii) fully executed the fee letters relating letter related to the Debt Financing (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 which Fee Letters Letter may be redacted in a customary manner as required by the Financing Sources, so long as no such redaction covers terms that would redacted information does not adversely affect the amount (other than OID and any other fees that will be netted against amount, availability, or conditionality of the funding of the purchase price discount), conditionality or availability of the Debt Financing). Each The Equity Commitment Letter provides that (iA) the Company is an express third party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b9.8(b); and (iiB) subject in all respects to Section 9.10(b9.8(b), Parent and each Guarantor have waived any defenses to the enforceability of such third party beneficiary rights; and (iii) Parent and each Guarantor will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by the Company of such third party beneficiary rights.