Common use of Affirmative Commitments Clause in Contracts

Affirmative Commitments. Except as set forth in Section 6.4, during the Agreement Effective Period, each of the Company Parties agrees to: (a) Support, act in good faith and take all steps reasonably necessary and desirable to implement and consummate the Transactions in accordance with this Agreement; (b) To the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transactions contemplated in this Agreement, support and take all steps reasonably necessary and desirable to address any such impediment; (c) Use commercially reasonable efforts to obtain any and all necessary or required governmental, regulatory and/or third-party approvals and consents for the implementation or consummation for the Transactions; (d) Negotiate in good faith and use commercially reasonable efforts to finalize, execute and deliver the Definitive Documents and any other required agreements to effectuate and consummate the Transactions, as contemplated by this Agreement; (e) Provide counsel for the Consenting Noteholders a reasonable opportunity (which, to the extent reasonably practicable, shall be no less than two (2) Business Days) to review draft copies of all Definitive Documents that the Company Parties intend to file with the Bankruptcy Court; (f) Actively oppose and object to the efforts of any person seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Transactions (including, if applicable, the filing of timely filed objections or written responses) to the extent such opposition or objection is reasonably necessary or desirable to facilitate implementation of the Transactions; (g) Consult and negotiate in good faith with the Consenting Noteholders and their advisors regarding the preparation and execution of the Definitive Documents and the implementation of the Transactions; (h) Comply with all Milestones; (i) Inform the Consenting Noteholder Advisors as soon as reasonably practicable after becoming aware of (i) any matter or circumstance which they know, or have reason to believe, to be a material impediment to the implementation or consummation of the Transactions, (ii) any notice of any commencement of any material involuntary insolvency proceeding, legal suit for payment of debt or securement of security from or by any person in respect of any Company Party; (iii) a breach of this Agreement (including a breach by any Company Party); (iv) any representation or statement made by them under this Agreement which is or proves to have been incorrect or misleading in any material respect when made; (v) the initiation, institution or commencement of any material proceeding by a Governmental Authority or other Person (or communications indicating that the same may be contemplated or threatened) (x) involving any of the Company Parties or any of their respective current officers, employees, managers, directors, members or equity holders (in their capacities as such), or (y) challenging the validity of the transactions contemplated by this Agreement or any other Definitive Document or seeking to enjoin, restrain or prohibit this Agreement or any other Definitive Document or the consummation of the transactions contemplated hereby or thereby; (vi) the happening or existence of any event that shall have made any of the conditions precedent to any Party’s obligations set forth in (or to be set forth in) the Transaction Term Sheet, the Plan or any of the other Definitive Documents, incapable of being satisfied so as to permit consummation of the Transactions prior to the Outside Date; or (vii) the occurrence of a Termination Event; (j) Use commercially reasonable efforts to maintain their good standing under the Laws of the state or other jurisdictions in which they are incorporated or organized; (k) Upon reasonable request of the Consenting Noteholders (which, in each case, may be through the Consenting Noteholder Advisors), as applicable, use commercially reasonable efforts to inform the Consenting Noteholder as to: (i) the material business and financial (including liquidity) performance of the Company Parties; (ii) the status and progress of the Transactions, including progress in relation to the negotiations of the Definitive Documents; and (iii) the status of obtaining any necessary or desirable authorizations (including any consents) from each Consenting Noteholder, any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange; (l) Negotiate in good faith upon reasonable request of any Party any modifications to the Transactions that improve tax efficiency of the Transactions or are otherwise necessary to address any legal, financial, or structural impediment that may prevent the consummation of the Transaction, in each case to the extent such modifications can be implemented without any adverse effect on such Company Party; (m) Use commercially reasonable efforts to seek additional support for the Transactions from their other material stakeholders to the extent reasonably prudent and, to the extent the Company Parties receive any Joinders or Transfer Agreements, to notify the Consenting Noteholders Advisors and Consenting Noteholders of such Joinders and Transfer Agreements; and (n) Promptly pay the Consenting Noteholder Fees and Expenses in accordance with this Agreement on a monthly basis and within five (5) Business Days of receipt of invoices thereof, which invoices may be in summary form and shall not be required to contain time detail.

Affirmative Commitments. Except as set forth in Section 6.4, during During the Agreement Effective Period, except as otherwise provided in Section 4.03, each Consenting Convertible Noteholder agrees, severally and not jointly, in respect of the all of its applicable Company Parties agrees Claims to: (a) Supportuse commercially reasonable efforts to support, act in good faith faith, and take all steps reasonable actions, to the extent practicable and subject to the terms hereof, reasonably necessary and desirable to implement and consummate the Transactions in accordance with the terms and conditions set forth in this Agreement, the Transaction Term Sheet, and the Definitive Documents, to effectuate the Transactions (including consents or waivers with respect to any Company Claims contemplated hereby and thereby); (b) To the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transactions contemplated in this Agreement, support and take all steps reasonably necessary and desirable to address any such impediment; (c) Use commercially reasonable efforts to obtain any and all necessary or required governmental, regulatory and/or third-party approvals and consents for the implementation or consummation for the Transactions; (d) Negotiate negotiate in good faith the applicable Definitive Documents and use commercially reasonable efforts to finalize(i) agree to the form and substance of such Definitive Documents consistent with the terms of this Agreement and (ii) execute, execute deliver, perform its obligations under, implement, and deliver consummate the transactions contemplated by the Definitive Documents to which it is or is required to be a party that are consistent with this Agreement and any other required agreements to effectuate and consummate the Transactions, as contemplated by this Agreement;Transaction Term Sheet; and (ec) Provide counsel for the Consenting Noteholders a reasonable opportunity prepare (which, or cause to the extent reasonably practicable, shall be no less than two (2prepared) Business Days) to review draft copies of all Definitive Documents that the Company Parties intend to file with the Bankruptcy Court; (f) Actively oppose and object to the efforts of any person seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Transactions (including, if applicable, the filing of timely filed objections or written responses) to the extent such opposition or objection is reasonably necessary or desirable to facilitate implementation of the Transactions; (g) Consult and negotiate in good faith with the Consenting Noteholders and their advisors regarding the preparation and execution each of the Definitive Documents and necessary to implement the implementation of Transactions that the Transactions; (h) Comply with all Milestones; (i) Inform Parties agree the Consenting Noteholder Advisors Convertible Noteholders will prepare, and provide each such Definitive Document to, and afford a reasonable opportunity for comment and review of each such Definitive Document by, the Company as soon as reasonably practicable after becoming aware of practicable; and (id) any matter support and take all actions reasonably necessary or circumstance which they know, or have reason reasonably requested by the Company to believe, to be a material impediment to the implementation or consummation of confirm such Consenting Convertible Noteholder’s support for the Transactions, including, without limitation, to vote (iior cause to be voted) any notice all voting securities held by it (if any) in favor of any commencement of any material involuntary insolvency proceeding, legal suit for payment of debt or securement of security from or by any person in respect of any Company Party; (iii) a breach of this Agreement (including a breach by any Company Party); (iv) any representation or statement made by them under this Agreement which is or proves resolutions required to have been incorrect or misleading in any material respect when made; (v) the initiation, institution or commencement of any material proceeding by a Governmental Authority or other Person (or communications indicating that the same may be contemplated or threatened) (x) involving any of the Company Parties or any of their respective current officers, employees, managers, directors, members or equity holders (in their capacities as such), or (y) challenging the validity of the transactions contemplated by this Agreement or any other Definitive Document or seeking to enjoin, restrain or prohibit this Agreement or any other Definitive Document or the consummation of the transactions contemplated hereby or thereby; (vi) the happening or existence of any event that shall have made any of the conditions precedent to any Party’s obligations set forth in (or to be set forth in) the Transaction Term Sheet, the Plan or any of the other Definitive Documents, incapable of being satisfied so as to permit consummation of the Transactions prior to the Outside Date; or (vii) the occurrence of a Termination Event; (j) Use commercially reasonable efforts to maintain their good standing under the Laws of the state or other jurisdictions in which they are incorporated or organized; (k) Upon reasonable request of the Consenting Noteholders (which, in each case, may be through the Consenting Noteholder Advisors), as applicable, use commercially reasonable efforts to inform the Consenting Noteholder as to: (i) the material business and financial (including liquidity) performance of the Company Parties; (ii) the status and progress of implement the Transactions, including progress in relation to the negotiations of the Definitive Documents; and (iii) the status of obtaining any necessary or desirable authorizations (including any consents) from each Consenting Noteholder, any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange; (l) Negotiate in good faith upon reasonable request of any Party any modifications to the Transactions that improve tax efficiency of the Transactions or are otherwise necessary to address any legal, financial, or structural impediment that may prevent the consummation of the Transaction, in each case to the extent such modifications can be implemented without any adverse effect on such Company Party; (m) Use commercially reasonable efforts to seek additional support for the Transactions from their other material stakeholders to the extent reasonably prudent and, to the extent the Company Parties receive any Joinders or Transfer Agreements, to notify the Consenting Noteholders Advisors and Consenting Noteholders of such Joinders and Transfer Agreements; and (n) Promptly pay the Consenting Noteholder Fees and Expenses in accordance with this Agreement on a monthly basis and within five (5) Business Days of receipt of invoices thereof, which invoices may be in summary form and shall not be required to contain time detailshareholder approvals.

Affirmative Commitments. Except as set forth in Section 6.4, during During the Agreement Effective Period, each Consenting Stakeholder agrees, severally, and not jointly, in respect of the all of its Company Parties agrees Claims, to: (ai) Supportvote and exercise any powers or rights available to it (including in any board, act shareholders’, or creditors’ meeting or in good faith any process requiring voting or approval to which they are legally entitled to participate) in each case, in favor of any matter requiring approval to the extent consistent with and take all steps reasonably necessary and desirable to implement and consummate the Transactions in accordance with this Agreement; (b) To the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transactions contemplated in this Agreement, support and take all steps reasonably necessary and desirable to address any such impediment; (c) Use commercially reasonable efforts to obtain any and all necessary or required governmental, regulatory and/or third-party approvals and consents for the implementation or consummation for the Restructuring Transactions; (dii) Negotiate refrain from changing, revoking, amending, or withdrawing (or causing such change, revocation, amendment, or withdrawal of) any vote or election referred to in clause (i) above except as otherwise permitted pursuant to this Agreement (including upon the occurrence of a Consenting Stakeholder Termination Event); (iii) negotiate in good faith and use commercially reasonable efforts to finalize, execute and deliver the Definitive Documents and any other required appropriate additional or alternative provisions or agreements to effectuate and consummate the Transactions, as contemplated by this Agreement; (e) Provide counsel for the Consenting Noteholders a reasonable opportunity (which, to the extent reasonably practicable, shall be no less than two (2) Business Days) to review draft copies of all Definitive Documents that the Company Parties intend to file with the Bankruptcy Court; (f) Actively oppose and object to the efforts of any person seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Transactions (including, if applicable, the filing of timely filed objections or written responses) to the extent such opposition or objection is reasonably necessary or desirable to facilitate implementation of the Transactions; (g) Consult and negotiate in good faith with the Consenting Noteholders and their advisors regarding the preparation and execution of the Definitive Documents and the implementation of the Transactions; (h) Comply with all Milestones; (i) Inform the Consenting Noteholder Advisors as soon as reasonably practicable after becoming aware of (i) any matter or circumstance which they know, or have reason to believe, to be a material impediment to the implementation or consummation of the Transactions, (ii) any notice of any commencement of any material involuntary insolvency proceeding, legal suit for payment of debt or securement of security from or by any person in respect of any Company Party; (iii) a breach of this Agreement (including a breach by any Company Party); (iv) any representation or statement made by them under this Agreement which is or proves to have been incorrect or misleading in any material respect when made; (v) the initiation, institution or commencement of any material proceeding by a Governmental Authority or other Person (or communications indicating that the same may be contemplated or threatened) (x) involving any of the Company Parties or any of their respective current officers, employees, managers, directors, members or equity holders (in their capacities as such), or (y) challenging the validity of the transactions contemplated by this Agreement or any other Definitive Document or seeking to enjoin, restrain or prohibit this Agreement or any other Definitive Document or the consummation of the transactions contemplated hereby or thereby; (vi) the happening or existence of any event that shall have made any of the conditions precedent to any Party’s obligations set forth in (or to be set forth in) the Transaction Term Sheet, the Plan or any of the other Definitive Documents, incapable of being satisfied so as to permit consummation of the Transactions prior to the Outside Date; or (vii) the occurrence of a Termination Event; (j) Use commercially reasonable efforts to maintain their good standing under the Laws of the state or other jurisdictions in which they are incorporated or organized; (k) Upon reasonable request of the Consenting Noteholders (which, in each case, may be through the Consenting Noteholder Advisors), as applicable, use commercially reasonable efforts to inform the Consenting Noteholder as to: (i) the material business and financial (including liquidity) performance of the Company Parties; (ii) the status and progress of the Transactions, including progress in relation to the negotiations of the Definitive Documents; and (iii) the status of obtaining any necessary or desirable authorizations (including any consents) from each Consenting Noteholder, any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange; (l) Negotiate in good faith upon reasonable request of any Party any modifications to the Transactions that improve tax efficiency of the Transactions or are otherwise necessary to address any legal, financial, or structural impediment that may prevent arise that would prevent, hinder, impede, delay, or are necessary to effectuate the consummation of of, the Transaction, in each case to the extent such modifications can be implemented without any adverse effect on such Company PartyRestructuring Transactions; (miv) Use use commercially reasonable efforts to seek additional support give any required notice, order, instruction, or direction to the applicable Agents that, in the view of the Consenting Stakeholders, is necessary to give effect to the Restructuring Transactions, provided that in no event shall the Consenting Stakeholders be required to provide an indemnity or bear responsibility for any out-of-pocket costs related to any such notice, order, instruction, or direction; (v) use commercially reasonable efforts to obtain any Permits and Consents that are necessary for the Transactions from their other material stakeholders Consenting RBL Lenders or Consenting Noteholders to the extent reasonably prudent andobtain, as applicable, to implement or consummate any part of the extent the Company Parties receive any Joinders or Transfer Agreements, to notify the Consenting Noteholders Advisors and Consenting Noteholders of such Joinders and Transfer AgreementsRestructuring Transactions; and (nvi) Promptly pay negotiate in good faith and use commercially reasonable efforts to execute and implement the Consenting Noteholder Fees and Expenses in accordance Definitive Documents that are consistent with this Agreement on a monthly basis (to the extent applicable) and within five to coordinate its activities with the other Parties (5to the extent practicable and subject to the terms hereof) Business Days in respect of receipt all matters concerning the implementation and consummation of invoices thereof, which invoices may be in summary form and shall not be required to contain time detailthe Restructuring Transactions.

Affirmative Commitments. Except Subject to ‎Section 7, except as set forth in Section 6.4this ‎Section 6, during the Agreement Effective Period, each of the Company Parties agrees to: (a) Supportsupport, act in good faith faith, and take all steps reasonably necessary and desirable to implement and consummate the Transactions in accordance with this Agreement, including launching the Exchange in accordance with the applicable Milestone unless waived or modified in accordance with the terms hereof; (b) To to the extent any legal legal, financial, or structural impediment arises that would prevent, hinder, or delay the consummation of the Transactions contemplated herein, negotiate in this Agreement, support and take all steps reasonably necessary and desirable good faith with the Consenting Stakeholders appropriate additional or alternative provisions or alternative implementation mechanics to address any such impediment; (c) Use use commercially reasonable efforts to obtain any and all necessary or required governmental, regulatory and/or consents and third-party approvals and consents that are necessary and/or advisable for the implementation or consummation for of any part of the Transactions, including obtaining any and all required regulatory or governmental approvals to consummate the Transactions; (d) Negotiate negotiate in good faith and use commercially reasonable efforts to finalizeexecute, execute deliver, and deliver implement the Definitive Documents and any other necessary agreements that are consistent with this Agreement (including the Transaction Term Sheet) to which it is required agreements to effectuate be a party, and consummate to implement the Transactions, as contemplated by this Agreement; (e) Provide counsel use commercially reasonable efforts to seek additional support for the Consenting Noteholders a reasonable opportunity (which, Transactions from their other material stakeholders to the extent reasonably practicable, shall be no less than two (2) Business Days) to review draft copies of all Definitive Documents that the Company Parties intend to file with the Bankruptcy Courtprudent; (f) Actively oppose maintain the good standing and object to legal existence of each Company Party under the efforts of any person seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation Laws of the Transactions (includingstate in which it is incorporated, if applicable, the filing of timely filed objections organized or written responses) to the extent such opposition or objection is reasonably necessary or desirable to facilitate implementation of the Transactionsformed; (g) Consult conduct its businesses and negotiate operations in good faith the ordinary course and in compliance with the Consenting Noteholders and their advisors regarding the preparation and execution Law in a manner that is otherwise in compliance in all respects with all of the Definitive Documents and the implementation provisions of the TransactionsExisting Facilities Documents; (h) Comply notify counsel to the Required Consenting Debenture Holders and the Term Loan Lenders if the Special Committee decides to enter into any engagement letter or other agreement with any non-legal advisor that (i) does not provide for its termination automatically upon the occurrence of the Transaction Effective Date or (ii) contains a “tail” or similar provision that could entitle such advisor to payment of any fees or expenses in connection with any transaction (including, but not limited to, any capital raise or sale of all Milestonesor any portion of the Company’s assets) occurring after the Transaction Effective Date; (i) Inform use commercially reasonable efforts to provide the Consenting Noteholder Advisors Stakeholders with any information reasonably requested regarding the Company Parties and reasonable access to management and advisors of the Company Parties for the purposes of evaluating the Company Parties’ assets, liabilities, operations, businesses, finances, strategies, prospects and affairs; and (j) inform counsel to the Consenting Stakeholders in writing (email being sufficient) as soon as reasonably practicable after becoming aware of (i) any matter or circumstance which they knowknow to be, or have reason would reasonably expect to believebe, to be a material impediment to the implementation or consummation of the Transactions, (ii) any notice of any commencement of any material involuntary insolvency proceedingproceedings or legal suit, legal suit for payment of debt investigation, or securement of security enforcement action from or by any person in respect of any Company Party; , (iii) a any material breach of any of the terms, conditions, representations, warranties or covenants set forth in this Agreement (including a breach by any Company Party); (iv) any representation or statement made by them under this Agreement which is or proves to have been incorrect or misleading in any material respect when made; (v) the initiation, institution or commencement of any material proceeding by a Governmental Authority or other Person (or communications indicating that the same may be contemplated or threatened) (x) involving any of the Company Parties or any of their respective current officers, employees, managers, directors, members or equity holders (in their capacities as such), or (y) challenging the validity of the transactions contemplated by this Agreement or any other Definitive Document or seeking to enjoin, restrain or prohibit this Agreement or any other Definitive Document or the consummation of the transactions contemplated hereby or thereby; (vi) the happening or existence of any event that shall have made any of the conditions precedent to any Party’s obligations set forth in (or to be set forth in) the Transaction Term Sheet, the Plan or any of the other Definitive Documents, incapable of being satisfied so as to permit consummation of the Transactions prior to the Outside Date; or (viiiv) the occurrence of a Termination Event; (j) Use commercially reasonable efforts to maintain their good standing under the Laws of the state or other jurisdictions in which they are incorporated or organized; (k) Upon reasonable request of the Consenting Noteholders (which, in each case, may be through the Consenting Noteholder Advisors), as applicable, use commercially reasonable efforts to inform the Consenting Noteholder as to: (i) the material business and financial (including liquidity) performance of the Company Parties; (ii) the status and progress of the Transactions, including progress in relation to the negotiations of the Definitive Documents; and (iii) the status of obtaining any necessary or desirable authorizations (including any consents) from each Consenting Noteholder, any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange; (l) Negotiate in good faith upon reasonable request of any Party any modifications to the Transactions that improve tax efficiency of the Transactions or are otherwise necessary to address any legal, financial, or structural impediment that may prevent the consummation of the Transaction, in each case to the extent such modifications can be implemented without any adverse effect on such Company Party; (m) Use commercially reasonable efforts to seek additional support for the Transactions from their other material stakeholders to the extent reasonably prudent and, to the extent the Company Parties receive any Joinders or Transfer Agreements, to notify the Consenting Noteholders Advisors and Consenting Noteholders of such Joinders and Transfer Agreements; and (n) Promptly pay the Consenting Noteholder Fees and Expenses in accordance with this Agreement on a monthly basis and within five (5) Business Days of receipt of invoices thereof, which invoices may be in summary form and shall not be required to contain time detail.

Affirmative Commitments. Except as set forth in Subject to Section 6.45 hereof, during the Agreement Effective Period, each of the Consenting Stakeholders agrees, severally, and neither jointly, nor jointly and severally, in respect of all of its Company Parties agrees Claims, in each case, subject to Section 8.06, to the extent permitted by Law and subject to the other terms hereof, to: (a) Supportsupport, act in good faith approve, implement, cooperate with each of the Parties, and use commercially reasonable efforts to take all steps actions reasonably necessary or reasonably requested by any other Party to facilitate the implementation and desirable to implement and consummate consummation of the Transactions in accordance with this AgreementAgreement and the Transaction Term Sheet, including voting and exercising any powers, or rights available to it (including in any board, shareholders’, creditors’, or noteholders’ meeting or in any process requiring voting, approval, or any action to which they are legally entitled to participate, including, as applicable, delivering irrevocable consents with respect to any Existing Notes in connection with the Transactions), in each case, in favor of any matter requiring voting, approval, or action to the extent necessary or reasonably requested by any other Party to implement the Transactions; (b) To negotiate in good faith and use commercially reasonable efforts to execute, deliver, implement, and effectuate the Definitive Documents that are materially consistent in all respects with this Agreement (including Section 3 hereof) and the Transaction Term Sheet, as each may be modified, amended, or supplemented in accordance with Section 13 hereof, in form and substance reasonably acceptable to the Company Parties and the Required Consenting Stakeholders, and to which it is required to be a party; (c) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Transactions from the Company Parties’ other stakeholders; provided that, for the avoidance of doubt, any action taken by a Consenting Stakeholder at the written request of the Company Parties pursuant to this Section 4.01(c) shall not constitute a breach by such Consenting Stakeholder in any respect of any of its obligations, representations, warranties, or covenants set forth in any Confidentiality Agreement to which such Consenting Stakeholder is party; (d) give any notice, order, instruction, consent, or direction to any applicable Agent/Trustee to the extent necessary to give effect to the Transactions; provided that no Consenting Stakeholder shall be required to provide any applicable Agent/Trustee or any other Person, with any indemnity or similar undertaking in connection with taking any such action or incur any fees or expenses in connection therewith (beyond any existing indemnity obligations provided for in the Existing Debt Documents); provided, further that the foregoing proviso shall not apply to any administrative agent under the New 1L Credit Agreement on the terms and conditions agreed to therein; (e) use commercially reasonable efforts to cooperate with the Company Parties to obtain any and all regulatory, governmental, and third-party approvals that are necessary or advisable to effectuate and consummate the Transactions; (f) solely with respect to each Consenting Revolver Lender and only as to its Revolver Loan Claims, commit to (i) participate in the Revolver Exchange (and not withdraw, the Revolver Loan Claims beneficially owned by such Consenting Revolver Lender so tendered in connection therewith) and (ii) participate in the First Lien Term Loan Consent Solicitation and vote in favor of the First Lien Term Loan Proposed Amendments, in each case of (i) and (ii), in accordance with the Definitive Documents; (g) solely with respect to each Consenting First Lien Term Loan Lender, commit, with respect to all First Lien Term Loan Claims beneficially owned by such Consenting First Lien Term Loan Lender, to (i) participate in the First Lien Term Loan Exchange (and not withdraw any such First Lien Term Loan Claims so tendered in connection therewith), and (ii) participate in the First Lien Term Loan Consent Solicitation and vote in favor of the First Lien Term Loan Proposed Amendments, in each case of (i) and (ii), in accordance with the Definitive Documents; (h) solely with respect to each Consenting Secured Noteholder, commit to (i) tender for exchange in the Secured Notes Exchange and not withdraw, all Secured Notes owned by such Consenting Secured Noteholders on or before the Exchange Time in accordance with the terms and procedures set forth in the Offering Memorandum, and (ii) in connection with its tender of Secured Notes, participate in the Secured Notes Consent Solicitation and vote in favor of the Secured Notes Proposed Amendments, in each case of (i) and (ii), in accordance with the Definitive Documents; (i) solely with respect to each Consenting Unsecured Noteholder, commit to (i) tender for exchange in the Unsecured Notes Exchange, and not withdraw, all Unsecured Notes owned by such Consenting Unsecured Noteholders on or before the Exchange Time in accordance with the terms and procedures set forth in the Offering Memorandum, and (ii) in connection with its tender of Unsecured Notes, participate in the Unsecured Notes Consent Solicitation and vote in favor of the Unsecured Notes Proposed Amendments, in each case of (i) and (ii), in accordance with the Definitive Documents; (j) solely with respect to each Consenting Convertible Noteholder, commit to (i) tender for exchange in the Convertible Notes Exchange and not withdraw, all Convertible Notes owned by such Consenting Convertible Noteholders on or before the Exchange Time, in each case in accordance with the terms and procedures set forth in the Offering Memorandum, and (ii) in connection with its tender of Convertible Notes, participate in the Convertible Notes Consent Solicitation and vote in favor of the Convertible Notes Proposed Amendments, in each case of (i) and (ii), in accordance with the Definitive Documents; (k) if the Consenting Stakeholders have actual knowledge of a breach by a Consenting Stakeholder within such Consenting Stakeholders’ Ad Hoc Group (or, a Consenting Revolver Lender has actual knowledge of a breach by another Consenting Revolver Lender) of any such Consenting Stakeholder’s (or, as applicable, any such Consenting Revolver Lender’s) undertakings, representations, warranties, or covenants set forth in this Agreement or any other Definitive Document, furnish prompt written notice (and in any event within two (2) Business Days of such actual knowledge) to the other Parties hereto; (l) to the extent any legal or structural impediment arises impediments arise that would prevent, hinder, or delay the consummation of the Transactions contemplated in this AgreementTransactions, support take commercially reasonable steps, as requested and take all steps reasonably necessary at the sole cost and desirable expense of the Company Parties, (i) to address eliminate any such impediment; impediment and (cii) Use commercially reasonable efforts subject to obtain any applicable Laws and all necessary or required governmental, regulatory and/or third-party approvals and consents for the implementation or consummation for the Transactions; (d) Negotiate in good faith and use commercially reasonable efforts to finalize, execute and deliver the Definitive Documents and any other required agreements to effectuate and consummate the Transactions, as contemplated by this Agreement; (e) Provide counsel for the Consenting Noteholders a reasonable opportunity (whichregulations, to the extent reasonably practicable, shall be no less than two (2) Business Days) to review draft copies of all Definitive Documents that the Company Parties intend to file with the Bankruptcy Court; (f) Actively oppose and object to the efforts of any person seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Transactions (including, if applicable, the filing of timely filed objections or written responses) to the extent such opposition or objection is reasonably necessary or desirable to facilitate implementation of the Transactions; (g) Consult and negotiate in good faith with the Consenting Noteholders and their advisors regarding the preparation and execution of the Definitive Documents and the implementation of the Transactions;appropriate additional or alternative provisions to eliminate any such impediments; and (hm) Comply solely with all Milestones; (i) Inform the Consenting Noteholder Advisors as soon as reasonably practicable after becoming aware of (i) respect to any matter or circumstance which they know, or have reason to believe, to be a material impediment to the implementation or consummation of the Transactions, (ii) any notice of any commencement of any material involuntary insolvency proceeding, legal suit for payment of debt or securement of security from or TRS / Repo / On Loan Claim held by any person in respect of any Company Party; (iii) a breach of this Agreement (including a breach by any Company Party); (iv) any representation or statement made by them under this Agreement which is or proves to have been incorrect or misleading in any material respect when made; (v) the initiation, institution or commencement of any material proceeding by a Governmental Authority or other Person (or communications indicating that the same may be contemplated or threatened) (x) involving any of the Company Parties or any of their respective current officers, employees, managers, directors, members or equity holders (in their capacities as such), or (y) challenging the validity of the transactions contemplated by this Agreement or any other Definitive Document or seeking to enjoin, restrain or prohibit this Agreement or any other Definitive Document or the consummation of the transactions contemplated hereby or thereby; (vi) the happening or existence of any event that shall have made any of the conditions precedent to any Party’s obligations set forth in (or to be set forth in) the Transaction Term Sheet, the Plan or any of the other Definitive Documents, incapable of being satisfied so as to permit consummation of the Transactions prior to the Outside Date; or (vii) the occurrence of a Termination Event; (j) Use commercially reasonable efforts to maintain their good standing under the Laws of the state or other jurisdictions in which they are incorporated or organized; (k) Upon reasonable request of the Consenting Noteholders (which, in each case, may be through the Consenting Noteholder Advisors), as applicableStakeholder, use commercially reasonable efforts to inform ensure that the Consenting Noteholder as to: (i) applicable TRS / Repo / On Loan Counterparty complies in all respects with the material business terms and financial (including liquidity) performance conditions of this Agreement, including, without limitation, with respect to the Company Parties; (ii) execution of any Definitive Document and the status and progress participation of any such TRS / Repo / On Loan Claim in the Transactions, including progress in relation to the negotiations of the Definitive Documents; and (iii) the status of obtaining any necessary or desirable authorizations (including any consents) from each Consenting Noteholder, any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange; (l) Negotiate in good faith upon reasonable request of any Party any modifications to the Transactions that improve tax efficiency of the Transactions or are otherwise necessary to address any legal, financial, or structural impediment that may prevent the consummation of the Transaction, in each case to the extent such modifications can be implemented without any adverse effect on such Company Party; (m) Use commercially reasonable efforts to seek additional support for the Transactions from their other material stakeholders to the extent reasonably prudent and, to the extent the Company Parties receive any Joinders or Transfer Agreements, to notify the Consenting Noteholders Advisors and Consenting Noteholders of such Joinders and Transfer Agreements; and (n) Promptly pay the Consenting Noteholder Fees and Expenses in accordance with this Agreement on a monthly basis and within five (5) Business Days of receipt of invoices thereof, which invoices may be in summary form and shall not be required to contain time detail.

Affirmative Commitments. Except as set forth in Section 6.4, during During the Agreement Effective Period, each Consenting Secured Party agrees, severally, and not jointly, in respect of the all of its applicable Company Parties Claims, and agrees to cause its subsidiaries and Affiliates, to: (a) Supportuse commercially reasonable efforts to support, act in good faith faith, and take all steps reasonable actions, to the extent practicable and subject to the terms hereof, reasonably necessary and desirable to implement and consummate the Transactions in accordance with the terms and conditions set forth in this Agreement, the Transaction Term Sheet, and the Definitive Documents, to effectuate the Transactions (including consents and/or waivers with respect to any Company Claims contemplated hereby and thereby); (b) To the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transactions contemplated in this Agreement, support and take all steps reasonably necessary and desirable to address any such impediment; (c) Use commercially reasonable efforts to obtain any and all necessary or required governmental, regulatory and/or third-party approvals and consents for the implementation or consummation for the Transactions; (d) Negotiate negotiate in good faith the applicable Definitive Documents and use commercially reasonable efforts to finalize(i) agree to the form and substance of such Definitive Documents consistent with the terms of this Agreement and (ii) execute, execute deliver, perform its obligations under, implement, and deliver consummate the transactions contemplated by the Definitive Documents and any other that are consistent with this Agreement to which it is or is required agreements to effectuate and consummate the Transactions, as contemplated by this Agreementbe a party; (ec) Provide counsel for after the Consenting Noteholders a reasonable opportunity Agreement Effective Date, (which, to the extent reasonably practicable, shall be no less than two (2i) Business Days) to review draft copies of all Definitive Documents that the Company Parties intend to file with the Bankruptcy Court; (f) Actively oppose and object to the efforts of any person seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Transactions (including, if applicable, the filing of timely filed objections or written responses) to the extent such opposition or objection is reasonably necessary or desirable to facilitate implementation of the Transactions; (g) Consult and negotiate in good faith with the Consenting Noteholders and their advisors regarding complete the preparation and execution of each of the Definitive Documents necessary to implement the Transactions in collaboration with the Company, and (ii) provide each such Definitive Document to, and afford a reasonable opportunity for comment and review of each such Definitive Document by, counsel to the implementation Company (as set forth in Section 13.05 of the Transactions; (hthis Agreement) Comply with all Milestones; (i) Inform the Consenting Noteholder Advisors as soon as reasonably practicable after becoming aware of (i) any matter or circumstance which they know, or have reason to believe, to be a material impediment to the implementation or consummation of the Transactions, (ii) any notice of any commencement of any material involuntary insolvency proceeding, legal suit for payment of debt or securement of security from or by any person in respect of any Company Party; (iii) a breach of this Agreement (including a breach by any Company Party); (iv) any representation or statement made by them under this Agreement which is or proves to have been incorrect or misleading in any material respect when made; (v) the initiation, institution or commencement of any material proceeding by a Governmental Authority or other Person (or communications indicating that the same may be contemplated or threatened) (x) involving any of the Company Parties or any of their respective current officers, employees, managers, directors, members or equity holders (in their capacities as such), or (y) challenging the validity of the transactions contemplated by this Agreement or any other Definitive Document or seeking to enjoin, restrain or prohibit this Agreement or any other Definitive Document or the consummation of the transactions contemplated hereby or thereby; (vi) the happening or existence of any event that shall have made any of the conditions precedent to any Party’s obligations set forth in (or to be set forth in) the Transaction Term Sheet, the Plan or any of the other Definitive Documents, incapable of being satisfied so as to permit consummation of the Transactions prior to the Outside Date; or (vii) the occurrence of a Termination Event; (j) Use commercially reasonable efforts to maintain their good standing under the Laws of the state or other jurisdictions in which they are incorporated or organized; (k) Upon reasonable request of the Consenting Noteholders (which, in each case, may be through the Consenting Noteholder Advisors), as applicable, use commercially reasonable efforts to inform the Consenting Noteholder as to: (i) the material business and financial (including liquidity) performance of the Company Parties; (ii) the status and progress of the Transactions, including progress in relation to the negotiations of the Definitive Documents; and (iii) the status of obtaining any necessary or desirable authorizations (including any consents) from each Consenting Noteholder, any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange; (l) Negotiate in good faith upon reasonable request of any Party any modifications to the Transactions that improve tax efficiency of the Transactions or are otherwise necessary to address any legal, financial, or structural impediment that may prevent the consummation of the Transaction, in each case to the extent such modifications can be implemented without any adverse effect on such Company Party; (m) Use commercially reasonable efforts to seek additional support for the Transactions from their other material stakeholders to the extent reasonably prudent and, to the extent the Company Parties receive any Joinders or Transfer Agreements, to notify the Consenting Noteholders Advisors and Consenting Noteholders of such Joinders and Transfer Agreementspracticable; and (nd) Promptly pay support and take all actions reasonably necessary or reasonably requested by the Company to confirm such Consenting Noteholder Fees and Expenses in accordance with this Agreement on a monthly basis and within five (5) Business Days of receipt of invoices thereof, which invoices may be in summary form and shall not be required to contain time detailSecured Party’s support for the Transactions.