Affirmative Commitments. Subject to Section 5 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 Claims, in each case, subject to Section 8.06, to the extent permitted by Law and subject to the other terms hereof, to: (a) support, approve, implement, cooperate with each of the Parties, and use commercially reasonable efforts to take all actions reasonably necessary or reasonably requested by any other Party to facilitate the implementation and consummation of the Transactions in accordance with this Agreement 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) 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 impediments arise that would prevent, hinder, or delay the consummation of the Transactions, take commercially reasonable steps, as requested and at the sole cost and expense of the Company Parties, (i) to eliminate any such impediment and (ii) subject to applicable Laws and regulations, to negotiate in good faith appropriate additional or alternative provisions to eliminate any such impediments; and (m) solely with respect to any TRS / Repo / On Loan Claim held by any Consenting Stakeholder, use commercially reasonable efforts to ensure that the applicable TRS / Repo / On Loan Counterparty complies in all respects with the terms and conditions of this Agreement, including, without limitation, with respect to the execution of any Definitive Document and the participation of any such TRS / Repo / On Loan Claim in the Transactions.
Appears in 1 contract
Affirmative Commitments. Subject to Section 5 hereof, during During the Agreement Effective Period, each of the Consenting Stakeholders Stakeholder agrees, severally, and neither not jointly, nor jointly and severally, in respect of all of its Company Claims, in each case, subject to Section 8.06, to the extent permitted by Law and subject to the other terms hereof, to:
(ai) support, approve, implement, cooperate with each of the Parties, vote and use commercially reasonable efforts to take all actions reasonably necessary or reasonably requested by exercise any other Party to facilitate the implementation and consummation of the Transactions in accordance with this Agreement and the Transaction Term Sheet, including voting and exercising any powers, powers or rights available to it (including in any board, shareholders’, or creditors’, or noteholders’ meeting or in any process requiring voting, approval, voting or any action approval 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 approval to the extent consistent with and necessary or reasonably requested by any other Party to implement the Restructuring Transactions;
(bii) 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 executeexecute and deliver any appropriate additional or alternative provisions or agreements to address any legal, 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, amendedfinancial, 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 structural impediment 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 impediments may arise that would prevent, hinder, impede, delay, or delay are necessary to effectuate the consummation of of, the Restructuring Transactions, take commercially reasonable steps, as requested and at the sole cost and expense of the Company Parties, (i) to eliminate any such impediment and (ii) subject to applicable Laws and regulations, to negotiate in good faith appropriate additional or alternative provisions to eliminate any such impediments; and;
(miv) solely with respect to any TRS / Repo / On Loan Claim held by any Consenting Stakeholder, use commercially reasonable efforts to ensure that give any required notice, order, instruction, or direction to the applicable TRS / Repo / On Loan Counterparty complies Agents that, in all respects 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 Consenting RBL Lenders or Consenting Noteholders to obtain, as applicable, to implement or consummate any part of the Restructuring Transactions; and
(vi) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement (to the extent applicable) and to coordinate its activities with the terms and conditions of this Agreement, including, without limitation, with respect other Parties (to the execution extent practicable and subject to the terms hereof) in respect of any Definitive Document all matters concerning the implementation and consummation of the participation of any such TRS / Repo / On Loan Claim in the Restructuring Transactions.
Appears in 1 contract
Sources: Restructuring Support Agreement (Gulfport Energy Corp)
Affirmative Commitments. Subject to Section 5 hereof, during During the Agreement Effective Period, each of the Consenting Stakeholders Secured Party agrees, severally, and neither not jointly, nor jointly and severally, in respect of all of its applicable Company Claims, in each case, subject and agrees to Section 8.06, to the extent permitted by Law cause its subsidiaries and subject to the other terms hereofAffiliates, to:
(a) support, approve, implement, cooperate with each of the Parties, and use commercially reasonable efforts to support, act in good faith, and take all actions reasonable actions, to the extent practicable and subject to the terms hereof, reasonably necessary or reasonably requested by any other Party to facilitate the implementation implement and consummation of consummate the Transactions in accordance with the terms and conditions set forth in this Agreement and Agreement, the Transaction Term Sheet, including voting and exercising any powersthe Definitive Documents, or rights available to it effectuate the Transactions (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 and/or waivers with respect to any Existing Notes in connection with the TransactionsCompany Claims contemplated hereby and thereby), 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) negotiate in good faith the applicable Definitive Documents and use commercially reasonable efforts to (i) agree to the form and substance of such Definitive Documents consistent with the terms of this Agreement and (ii) execute, deliver, perform its obligations under, implement, and effectuate consummate the transactions contemplated by 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 or is required to be a party;
(c) use commercially reasonable efforts to cooperate with and assist after the Company Parties in obtaining additional support for the Transactions from the Company Parties’ other stakeholders; provided thatAgreement Effective Date, 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 complete 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 preparation of each of the First Lien Term Loan Proposed Amendments, Definitive Documents necessary to implement the Transactions in each case of (i) and (ii), in accordance collaboration 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)Company, and (ii) participate in provide each such Definitive Document to, and afford a reasonable opportunity for comment and review of each such Definitive Document by, counsel to the First Lien Term Loan Consent Solicitation and vote in favor of the First Lien Term Loan Proposed Amendments, in each case of Company (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 as set forth in the Offering Memorandum, and (iiSection 13.05 of this Agreement) 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 impediments arise that would prevent, hinder, or delay the consummation of the Transactions, take commercially reasonable steps, soon as requested and at the sole cost and expense of the Company Parties, (i) to eliminate any such impediment and (ii) subject to applicable Laws and regulations, to negotiate in good faith appropriate additional or alternative provisions to eliminate any such impedimentsreasonably practicable; and
(md) solely with respect support and take all actions reasonably necessary or reasonably requested by the Company to any TRS / Repo / On Loan Claim held by any confirm such Consenting Stakeholder, use commercially reasonable efforts to ensure that the applicable TRS / Repo / On Loan Counterparty complies in all respects with the terms and conditions of this Agreement, including, without limitation, with respect to the execution of any Definitive Document and the participation of any such TRS / Repo / On Loan Claim in Secured Party’s support for the Transactions.
Appears in 1 contract
Sources: Transaction Support Agreement (Amc Entertainment Holdings, Inc.)
Affirmative Commitments. Subject to Except as set forth in Section 5 hereof6, during the Agreement Effective Period, each of the Consenting Stakeholders Noteholders agrees, severally, and neither jointly, nor jointly and severally, in respect of all of its Company Claims, in each case, subject to Section 8.06, to the extent permitted by Law and subject to the other terms hereof, to:
(a) support, approve, implement, and cooperate with each of the Parties, and use commercially reasonable efforts to take all actions reasonably necessary or reasonably requested by any other Party to facilitate the implementation and consummation of the Transactions Recapitalization Transaction in accordance with this Agreement and the Transaction Term Sheet, including voting and exercising any powers, powers or rights available to it (including pursuant to any Scheme, 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 as solicited in accordance with the Definitive Documents to the extent reasonably necessary or reasonably requested by any other Party to implement the TransactionsRecapitalization Transaction;
(b) comply with the Milestones;
(c) cooperate with the other Parties, and promptly negotiate in good faith and use commercially reasonable efforts to agree, execute, deliver, implement, and effectuate the Definitive Documents (to the extent provided by Section 3.2) 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 18 hereof, in form and substance reasonably acceptable to the Company Parties Parties, Required SSN Group Members, Required SUN Group Members and the Required Consenting Stakeholders, and Sponsor (to which it is required to be a partythe extent provided by Section 3.2);
(cd) to the extent necessary to facilitate the implementation and consummation of the Recapitalization Transaction in accordance with this Agreement and the Term Sheet, use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Transactions Recapitalization Transaction from Existing Noteholders to the Company Parties’ other stakeholdersextent necessary or desirable to consummate the Recapitalization Transaction; provided that no Consenting Noteholder shall be obligated to incur any out-of-pocket costs in discharging such obligation; provided, further, that, for the avoidance of doubt, any action taken by a Consenting Stakeholder Noteholder at the written request of the Company Parties pursuant to this Section 4.01(c5.1(d) shall not constitute a breach by such Consenting Stakeholder Noteholder in any respect of any of its obligations, representations, warranties, or covenants set forth in any Confidentiality Agreement to which such Consenting Stakeholder Noteholder is partyparty or Section 18 of this Agreement;
(de) give any notice, order, instruction, consent, or direction to any applicable Agent/Trustee agent, trustee, security agent or security trustee (howsoever defined) under the Existing Documents to the extent necessary to give effect to the TransactionsRecapitalization Transaction; provided that no Consenting Stakeholder Noteholder shall be required to provide any applicable Agent/Trustee agent, trustee, security agent or security trustee (howsoever defined) under the Existing Documents 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;
(ef) use commercially reasonable best efforts to obtain and cooperate with the Company Parties to obtain the regulatory and governmental approval set out in Exhibit E-1, (the “Required Clearance”), and to cooperate with the Company Parties to obtain the consent of the Finance Parties under and as defined in the Glass Africa CTA (the “Required Third-Party Consent”), in each case as are reasonably required to consummate the Recapitalization Transaction, including but not limited to the Buyout, the SUN Equitization and/or the PIK Equitization, including by submitting all necessary notices, applications or other documentation necessary to obtain the Required Clearance promptly after the Agreement Effective Date and responding to all communications, orders and requests for information from any applicable regulator promptly following receipt; provided that no Consenting Noteholder shall be obligated to incur any out-of-pocket costs in discharging such obligations nor initiate, join, participate in or pursue a legal proceeding or action or threaten to do so; provided further that the Consenting Noteholders shall (i) provide drafts of any notifications, submissions and all regulatory, governmentalresponses therefore to made in respect of the Required Clearance (including for these purposes any request for guidance in respect of the necessity for the Required Clearance, and thirdthe Consenting Noteholders agree that wherever practicable the lawyers for the Company shall be able to participate in any conversation with the relevant US antitrust authority when making any such request) and afford reasonable opportunity for comment and review of each such document by, the Company Advisors and Sponsor Advisors (including using commercially reasonable efforts to ensure that the Company Advisors and Sponsor have at least five (5) Business Days to review such document, and to take into account all reasonable comments received from the Company Advisors and Sponsor Advisors on such drafts, in each case in advance of any filing, execution, distribution, or use (as applicable) thereof); and (ii) promptly notify the Company Advisors and Sponsor Advisors (and provide copies or, in the case of non-party approvals that are necessary or advisable written communications, details) of any material communications with any regulator relating to effectuate the Required Clearance subject to any laws on information exchange (and consummate the Transactionswhere appropriate on an external-counsel-to-external-counsel basis only);
(fg) solely with respect provide to each Consenting Revolver Lender the Company Advisors and only Sponsor Advisors timely updates regarding the status of obtaining the Required Clearance, if any, and any other information related thereto as to its Revolver Loan Claims, reasonably requested by the Company Advisors and Sponsor Advisors (electronic mail shall suffice);
(h) commit to (i) participate in the Revolver Recapitalization Transaction, (ii) tender for exchange in any SSN Exchange Offer (and, if applicable, any exchange offer with respect to the Existing SUNs and Existing PIK Notes) on or prior to the Expiration Time, and in each case not withdraw, all of the Revolver Loan Claims Existing SSNs, Existing SUNs, and Existing PIK Notes beneficially owned by such Consenting Revolver Lender so tendered in connection therewith) and (ii) participate in Noteholder on or prior to 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)Expiration Time, 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 (iiiii) in connection with its tender of Secured Notessuch Existing SSNs, Existing SUNs, and Existing PIK Notes (as applicable), affirmatively participate in any Consent Solicitations; provided that, notwithstanding anything to the Secured Notes Consent Solicitation and vote contrary in favor this Agreement, no Consenting Noteholder shall be obligated to waive any condition to the consummation of any part of the Secured Notes Proposed AmendmentsRecapitalization Transaction set forth in any Definitive Document, including the conditions precedent set forth in each case of (i) and (ii), in accordance with the Definitive Documentsthis Agreement;
(i) solely with respect to each Consenting Unsecured Noteholder, commit to (i) tender for exchange in inform the Unsecured Notes Exchange, Company Advisors 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, Sponsor Advisors 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 soon as reasonably practicable (and in any event within two (2) Business Days of such actual knowledge) after becoming aware of any and each instance of the following (to the extent (x) not previously disclosed to the Company Advisors and Sponsor Advisors prior to the Execution Date or (y) the Company is not already copied on any of the following provided that, if so copied, the Company is permitted to and agrees that it will disclose the following to the Sponsor and the Sponsor Advisors): (i) the occurrence, or failure to occur, of any event of which any Consenting Noteholder has knowledge, where the occurrence or failure to occur of any such event would be reasonably likely to permit any Party to terminate, or would result in the termination of, this Agreement, (ii) receipt of any written notice from any third party alleging that the consent of such party is or may be required in connection with the transactions contemplated by the Recapitalization Transaction, (iii) receipt of any written notice from any Governmental Body or regulatory body regarding any approval necessary to consummate the Recapitalization Transaction, (iv) any notice of any commencement of any proceeding commenced against any of the Company Parties, Consenting Noteholders or Sponsor relating to or involving or otherwise reasonably affecting in any material respect the Recapitalization Transaction, (v) whether the relevant Consenting Noteholder has commenced Permitted Contingency Planning with any other Parties heretoPerson and (if applicable) whether such (or any subsequent) Permitted Contingency Planning was with any Company Party, the Shareholder, the Sponsor, any member of the SSN Group and/or any member of the SUN Group (for the avoidance of doubt, the relevant Consenting Noteholder shall not be required to disclose any other details regarding the relevant Permitted Contingency Planning); (vi) a breach of this Agreement by any Party (including a breach by any Consenting Noteholder), (vii) any representation or statement that it made under this Agreement which it had actual knowledge to have been incorrect in any material respect when made and which has a material impact on the implementation and consummation of the Recapitalization Transaction, and (viii) the occurrence or existence of any event that shall have made any of the conditions precedent set forth in Section 17 herein incapable of being satisfied prior to the Outside Date;
(lj) to the extent any legal or structural impediments arise that would prevent, hinder, or delay the consummation of the Transactions, take commercially reasonable steps, as requested and at the sole cost and expense of the Company PartiesRecapitalization Transaction, (i) use all commercially reasonable efforts to eliminate any such impediment impediment, including notifying the Company Advisors and Sponsor Advisors of any material governmental or third-party complaints, litigations, investigations, or hearings related to the Recapitalization Transaction and (ii) negotiate with the other Parties, subject to applicable Laws and regulations, to negotiate in good faith appropriate additional or alternative provisions to eliminate any such impediments; andprovided that (A) the material terms of the Recapitalization Transaction as contemplated herein and in the Term Sheet shall be substantially preserved and (B) the additional or alternative provisions cannot have a material and adverse impact on the Company Parties, Consenting Noteholders, Sponsor and/or Shareholder in the Recapitalization Transaction; provided that no Consenting Noteholder shall be obligated to incur any out-of-pocket costs in discharging such obligations nor initiate, join, participate in or pursue a legal proceeding or action or threaten to do so;
(k) use commercially reasonable endeavors to (i) complete the preparation, as soon as practicable after the Agreement Effective Date, of each of the Definitive Documents for which it is responsible, (ii) provide each of such Definitive Documents to, and afford reasonable opportunity for comment and review of each of such Definitive Documents by, the Company Advisors and Sponsor Advisors (to the extent provided by Section 3.2) (including using commercially reasonable efforts to ensure that the Company Advisors and Sponsor Advisors have at least five (5) Business Days to review such Definitive Documents in advance of any filing, execution, distribution, or use (as applicable) thereof), and (iii) in accordance with Section 3, obtain the written consent (with email from counsel being sufficient) of the Company Parties and Sponsor to the form and substance of each of such Definitive Documents to which they respectively have a right of approval pursuant to Section 3;
(l) solely with respect to Consenting Noteholders that are engaged as a party in any Relevant Litigation (including the New York Litigation), to take all actions required to stay that Relevant Litigation, including all deadlines therein, in each case, as set forth in Exhibit F, for the duration of the Agreement Effective Period, and upon the Closing Date, execute and file a voluntary discontinuance, with prejudice, of any ongoing Relevant Litigation (including the New York Litigation);
(m) use commercially reasonable efforts to satisfy any conditions under each of the Definitive Documents to which it is party;
(n) subject to Section 6(f)(iv), support petitions or applications to any court, in each case which are contemplated by the Term Sheet or this Agreement or which are reasonably necessary or desirable to support, facilitate, implement, consummate or otherwise give effect to the Recapitalization Transaction including pursuant to any Scheme in accordance with the Definitive Documents (pursued in accordance with the terms and conditions of this Agreement);
(o) vote (for itself or by proxy) all of the Existing Notes it beneficially owns to support any Scheme;
(p) solely with respect to any TRS / Repo / On Loan Claim Financing Arrangement held by any Consenting StakeholderNoteholder: (i) provide the Company with information on the Company Claims subject to any Repo Financing Arrangement in a reasonable level of detail, which shall include the value of the Company Claims subject to the Repo Financing Arrangement and nature of the Repo Financing Arrangement; (ii) use commercially reasonable efforts to ensure that the applicable TRS / any third party counterparty to such Repo / On Loan Counterparty Financing Arrangement complies in all respects with the terms and conditions of this Agreement, including, without limitation, with respect to the execution of any Definitive Document (as applicable) and the participation of any such TRS / Repo / On Loan Claim Financing Arrangement in the TransactionsRecapitalization Transaction; and (iii) as soon as it becomes apparent that the relevant third party counterparty to a Repo Financing Arrangement cannot comply in all respects with the terms and conditions of this Agreement, including, without limitation, with respect to the execution of any Definitive Document (as applicable) and the participation of any such Repo Financing Arrangement in the Recapitalization Transaction, that Consenting Noteholder has requested the Existing Notes subject to that Repo Financing Arrangement to be returned by the counterparty of the Repo Financing Arrangement;
(q) if the whole or any part of the Recapitalization Transaction is implemented by way of a Scheme, acknowledges and submits to the jurisdiction of the Court in respect of such Scheme to give effect to the Recapitalization Transaction pursuant to any Scheme in accordance with the Definitive Documents (pursued in accordance with the terms and conditions of this Agreement); and
(r) to the extent any Consenting Noteholder is party to a Repo Financing Arrangement in respect of any Company Claims, to inform the Company Advisors as soon as reasonably practicable (and in any event within two (2) Business Days of such actual knowledge) after becoming aware that it would be unable to recover the Repo Financing Arrangement that it has entered into with the counterparty of the Repo Financing Arrangement (pursuant to Section 6(m)(i)) within 10 Business Days of the date of this Agreement (or in the case of an Additional Consenting Noteholder, within 10 Business Days of the date of its accession to this Agreement), provided that, Consenting Noteholders shall not be obligated to incur any out-of-pocket costs, nor shall be obligated to initiate, join, participate in or pursue a legal proceeding or action or threaten to do so, in each case, to discharge any commitments set forth in this Section 5.1.
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