Party shall be entitled to all or a proportionate
share, as the case may be, of the Commitment Fee (as defined below) that would
otherwise be paid to the Other Commitment Party that so fails to fund its
Commitment. No portion of the Commitment Fee (including any portions theretofore
paid, which portions shall be promptly refunded by the Commitment Party that
fails to fund) shall be owed or paid to the Commitment Party that fails to fund
its Commitment.
There are and shall be no titles awarded to the Commitment Party or any Note
Purchaser (as defined below) and no fees shall be payable on account of the
Commitment except as expressly provided otherwise herein.
In addition to the Commitment described herein and subject to the terms,
conditions and limitations set forth herein and in the Bridge Loan Term Sheet,
the Commitment Party, to the extent it is one of the Commitment Parties
identified on Exhibit F hereto (the Commitment Party, if identified on Exhibit F
(the "Bridge Commitment Schedule"), being the "Bridge Commitment Party"; the
Other Commitment Parties identified on the Bridge Commitment Schedule are
referred to herein as "Other Bridge Commitment Parties", and together with the
Company are referred to herein as the "Bridge Commitment Parties"), is pleased
to confirm its commitment to provide on the "Bridge Loan Closing Date" (as such
term is defined in the Bridge Loan Term Sheet) the principal amount of the
Bridge Loan Facility specified for such Commitment Party on the Bridge
Commitment Schedule (the "Bridge Commitment"). As consideration for the Bridge
Commitment Party's Bridge Commitment and agreements hereunder with respect to
the Bridge Commitment, the Company agrees to pay to the Bridge Commitment Party,
for its own account, a commitment fee equal to 3.0% of the aggregate principal
amount of the Bridge Commitment Party's Bridge Commitment (the "Bridge Loan
Commitment Fee"), earned, in full, as of the date hereof and due and payable, in
cash, on the earlier to occur of (i) the Closing Date (as defined in the RSAs)
and (ii) the Bridge Loan Closing Date. The Company agrees that, once paid, the
Bridge Loan Commitment Fee or any part thereof will not be refundable under any
circumstances. No failure by the Bridge Commitment Party to comply with any of
its obligations under this Commitment Letter shall prejudice the rights or
obligations of any Other Bridge Commitment Party under Similar Commitment
Letters, provided that the Bridge Commitment Party shall not be required to fund
the Bridge Commitment of an Other Bridge Commitment Party in the event that such
Other Bridge Commitment Party fails to do so, but as discussed below, it may at
its option do so, in whole or in part. The following paragraphs of this
Commitment Letter shall be applicable, mutatis mutandis, with respect to the
Bridge Commitment as if each reference therein to the Commitment were a
reference to the Bridge Commitment, each reference therein to the Commitment Fee
were a reference to the Bridge Loan Commitment Fee,