Common use of Commitment of the Company Clause in Contracts

Commitment of the Company. 10.1 In the event that the consent, permission, waiver, authorization of any third party or the approval, license, waiver or registration or filing with any governmental agency (if required by law) is required for the execution and performance of this Agreement and the Equity Pledge hereunder, the Company will use its best efforts to assist in obtaining and keeping it in full force and effect during the term of this Agreement. 10.2 The Company will not assist or permit the Pledgor to create any new pledge or any other security interest over the Pledged Equity Interests without the prior written consent of the Pledgee. 10.3 The Company will not assist or allow the pledgee to transfer the pledged equity without the prior written consent of the pledgee. 10.4 In the event of any legal action, arbitration or other request which may adversely affect the interests of the Company, the Pledged Equity Interests or the Pledgee under the Transaction Agreements and this Agreement, the Company warrants that it will notify the Pledgee as soon as practicable and in a timely manner in writing, and at the reasonable request of the Pledgee, will take all necessary measures to secure the Pledgee’s interest in the Pledged Equity Interests in the Pledged Equity Interests. 10.5 The Company shall not perform or permit any act or action that may adversely affect the Pledgor’s interests under the Transaction Agreement and this Agreement or the Pledged Equity Interests. 10.6 The Grantor will provide the Pledgor with the Company’s financial statements for the preceding calendar quarter, including (but not limited to) a balance sheet, an income statement and a cash flow statement, within the first month of each calendar quarter. 10.7 The Company undertakes to take all necessary measures and execute all necessary documents (including but not limited to the Supplemental Agreements to this Agreement) as reasonably requested by the Pledgor to ensure the Pledgor’s pledge interest in the Pledged Equity Interests and the exercise and realization of such rights. 10.8 In the event of any transfer of the Pledged Equity Interests as a result of the exercise of the Pledge Right hereunder, the Company undertakes to take all steps to effect such transfer.

Commitment of the Company. 10.1 In Subject to the Company’s fiduciary duties under applicable law and for so long as no Termination Event has occurred, the Company agrees to: (a) support the Recapitalization and all transactions contemplated under this Agreement, the Recapitalization Term Sheet, the Plan and all other Plan Related Documents; (b) refrain from pursuing the Capital Contribution if the Company or Vestar fail to obtain a signed letter of intent for the Capital Contribution reasonably acceptable to the Required Consenting Subordinated Noteholders on or before August 31, 2014 (the “Letter of Intent”), it being understood that the Required Consenting Subordinated Noteholders shall not have consent rights over the economic terms of the Capital Contribution so long as (i) such Capital Contribution shall not provide for any cash payments due before the maturity date of the Subordinated Notes and shall not mature before the maturity date of the Subordinated Notes and (ii) any Capital Contribution comprising debt shall be unsecured, subordinated to the Subordinated Notes, and shall not be guaranteed by any of the Company or its Affiliates or Subsidiaries. (c) take any and all commercially reasonable and appropriate actions in furtherance of the Recapitalization and the transactions contemplated under this Agreement, the Recapitalization Term Sheet, the Plan and all other Plan Related Documents; (d) take commercially reasonable actions to complete the Recapitalization and all transactions contemplated under this Agreement, the Recapitalization Term Sheet, the Plan and all other Plan Related Documents within any time-frames outlined in this Agreement in the event that the consentCompany fails to obtain (x) the Letter of Intent by August 31, permission2014 or (y) the Capital Contribution by October 1, waiver, authorization of any third party or the approval, license, waiver or registration or filing with any governmental agency 2014; (if required by lawe) is required for the execution and performance of this Agreement and the Equity Pledge hereunder, the Company will use its best efforts to assist negotiate in obtaining and keeping it in full force and effect during the term of this Agreement. 10.2 The Company will not assist or permit the Pledgor to create any new pledge or any other security interest over the Pledged Equity Interests without the prior written consent good faith (i) additional material terms of the Pledgee. 10.3 The Company will not assist or allow Recapitalization which shall be reasonably acceptable to the pledgee to transfer Required Consenting Subordinated Noteholders and (ii) the pledged equity without the prior written consent of the pledgee. 10.4 In the event of any legal action, arbitration or other request which may adversely affect the interests of the Company, the Pledged Equity Interests or the Pledgee under the Transaction Agreements and this Agreement, the Company warrants that it will notify the Pledgee as soon as practicable and in a timely manner in writing, and at the reasonable request of the Pledgee, will take all necessary measures to secure the Pledgee’s interest in the Pledged Equity Interests in the Pledged Equity Interests. 10.5 The Company shall not perform or permit any act or action that may adversely affect the Pledgor’s interests under the Transaction Agreement and definitive documentation contemplated by this Agreement or otherwise necessary to effectuate the Pledged Equity Interests. 10.6 The Grantor will provide the Pledgor with the Company’s financial statements for the preceding calendar quarterRecapitalization, including (but not limited to) a balance sheetincluding, an income statement and a cash flow statement, within the first month of each calendar quarter. 10.7 The Company undertakes to take all necessary measures and execute all necessary documents (including but not limited to the Supplemental Agreements exchange documents, the Plan, Disclosure Statement and Plan Related Documents, as applicable, which shall be in form and substance reasonably acceptable to the Required Consenting Subordinated Noteholders, on the terms and subject to the conditions as substantially set forth in this Agreement; (f) as reasonably requested by amend the Pledgor corporate organizational documents of Investments no later than the date hereof to ensure provide that Investments cannot commence the PledgorChapter 11 Cases or cause either or both of Holdings and 21C or any of 21C’s pledge interest in direct or indirect subsidiaries, other than 21C East Florida, LLC and its direct and indirect subsidiaries, to commence the Pledged Equity Interests Chapter 11 Cases without the votes of the Independent Manager(s) and the exercise and realization Chief Executive Officer in support of such rights.action (the “Corporate Governance Amendment”); and 10.8 In (g) take no actions inconsistent with this Agreement, the event of any transfer Recapitalization Term Sheet, or the confirmation and consummation of the Pledged Equity Interests as a result of the exercise of the Pledge Right hereunderPlan, including, without limitation, the Company undertakes direct or indirect solicitation of an Alternative Transaction other than with respect to take all steps to effect such transferthe Capital Contribution.

Commitment of the Company. 10.1 In Subject to Section 14 herein and for so long as no Termination Event has occurred, the event Company agrees to: (i) support and complete the Restructuring and all transactions contemplated under this Agreement, the Restructuring Term Sheet, the Plan and all other Plan Related Documents; (ii) negotiate in good faith the Definitive Documents contemplated by this Agreement or otherwise necessary to effectuate the Restructuring, including, but not limited to the Plan, Disclosure Statement and Plan Related Documents, which shall be in form and substance reasonably acceptable to the Sponsoring Noteholders and the Company, on the terms and subject to the conditions as substantially set forth in this Agreement; (iii) take any and all necessary and appropriate actions in furtherance of the Restructuring and the transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents, including objecting to any pleadings filed with the Bankruptcy Court in opposition to the Restructuring (or that would frustrate or impede the consentRestructuring), permissionthe Plan Related Documents, waiveror the Definitive Documents; (iv) file a formal objection or other opposition, authorization on a timely basis in accordance with applicable law, to any motion, pleading, application, adversary proceeding or cause of any action filed with the Bankruptcy Court by a third party seeking the entry of an order (a) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code), (b) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (c) dismissing the Chapter 11 Cases, or (d) modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable; (v) complete the Restructuring and all transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents within the Case Milestones set forth in this Agreement, (vi) obtain any and all required governmental, regulatory and/or third-party approvals for the Restructuring; (vii) take no actions inconsistent with this Agreement, the Restructuring Term Sheet, or the approvalconfirmation and consummation of the Plan; (viii) comply with each Case Milestone set forth in Section 5 herein; (ix) not commence or support any avoidance action or other legal proceeding (or consent to any other Person obtaining standing to commence any such avoidance action or other legal proceeding) that challenges the validity, licenseenforceability, waiver or registration priority of the liens and claims of the Sponsoring Noteholders; (x) not directly or filing indirectly solicit, seek, formulate, propose, or enter into any agreements relating to, an Alternative Transaction; and (xi) pay in full and in cash all fees, costs, and expenses in accordance with any governmental agency (if required by law) is required for the execution and performance Section 18 of this Agreement and the Equity Pledge hereunder, the Company will use its best efforts to assist in obtaining and keeping it in full force and effect during the term of this AgreementDIP Financing Orders. 10.2 The Company will not assist or permit the Pledgor to create any new pledge or any other security interest over the Pledged Equity Interests without the prior written consent of the Pledgee. 10.3 The Company will not assist or allow the pledgee to transfer the pledged equity without the prior written consent of the pledgee. 10.4 In the event of any legal action, arbitration or other request which may adversely affect the interests of the Company, the Pledged Equity Interests or the Pledgee under the Transaction Agreements and this Agreement, the Company warrants that it will notify the Pledgee as soon as practicable and in a timely manner in writing, and at the reasonable request of the Pledgee, will take all necessary measures to secure the Pledgee’s interest in the Pledged Equity Interests in the Pledged Equity Interests. 10.5 The Company shall not perform or permit any act or action that may adversely affect the Pledgor’s interests under the Transaction Agreement and this Agreement or the Pledged Equity Interests. 10.6 The Grantor will provide the Pledgor with the Company’s financial statements for the preceding calendar quarter, including (but not limited to) a balance sheet, an income statement and a cash flow statement, within the first month of each calendar quarter. 10.7 The Company undertakes to take all necessary measures and execute all necessary documents (including but not limited to the Supplemental Agreements to this Agreement) as reasonably requested by the Pledgor to ensure the Pledgor’s pledge interest in the Pledged Equity Interests and the exercise and realization of such rights. 10.8 In the event of any transfer of the Pledged Equity Interests as a result of the exercise of the Pledge Right hereunder, the Company undertakes to take all steps to effect such transfer.

Commitment of the Company. 10.1 In Subject to the terms hereof, the Company shall, jointly and severally: (a) use commercially reasonable efforts to consummate and complete the Restructuring, including taking all necessary and appropriate actions in furtherance of the Restructuring, the Chapter 11 Plan, the Releases, and this Agreement; (b) use commercially reasonable efforts to meet all Milestones; (c) use commercially reasonable efforts to obtain any and all required regulatory approvals for the Restructuring embodied in the Restructuring Documents, including the Chapter 11 Plan; (d) provide draft copies of the Chapter 11 Plan, Chapter 11 plan supplement, Disclosure Statement, motion to approve solicitation of the Chapter 11 Plan, the form of ballots, any proposed Confirmation Order, any motion to approve the use of cash collateral, any Cash Collateral Order, any proposed amended version of the Chapter 11 Plan or the Disclosure Statement, all “first day” and “second day” pleadings (including forms of orders thereof), and any other material motions, draft orders, pleadings or briefs (collectively, the “Two-Day Review Motions”) the Company intends to file with the Bankruptcy Court to the Term Loan Lender Steering Committee (via email to counsel ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP) at least two (2) days prior to filing with the Bankruptcy Court, with all other motions, applications, pleadings and briefs (the “Other Motions”) the Company intends to file with the Bankruptcy Court to be provided to counsel to the Term Loan Lender Steering Committee as soon as reasonably practicable prior to filing with the Bankruptcy Court, but in any event that no fewer than twelve (12) hours prior to filing with the consentBankruptcy Court, permission, waiver, authorization and in each case consult in good faith with such counsel regarding the form and substance of any third party such proposed filing with the Bankruptcy Court; provided that (i) the Debtors shall not be required to provide draft copies of any retention applications, any fee statements, or any fee applications to the Term Loan Lender Steering Committee, and (ii) if the notice required by this Section 5(d) with respect to Other Motions is not reasonably practicable with respect to any document, the Debtors may provide notice, prior to the expiration of such deadline, that such deadline cannot be met to the Term Loan Lender Steering Committee (via email to counsel ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP) and, if such document is provided to the Term Loan Lender Steering Committee as soon as reasonably practicable, no Termination Event shall occur as a result of such failure to comply with the terms of this Section 5(d) with respect to Other Motions; (e) file the Two-Day Review Motions and the Other Motions (other than those set forth in Sections 5(d)(i) and 5(d)(ii)) in form and substance reasonably acceptable to the Term Loan Lender Steering Committee (unless such document is subject to a higher standard of review and approval by the Term Loan Lender Steering Committee, in which case such higher standard of review and approval shall apply) and the Company, and seek interim and final (to the extent applicable and/or necessary) orders, in form and substance reasonably acceptable to the Term Loan Lender Steering Committee and the Company, from the Bankruptcy Court approving the relief requested in such documents; (f) provide draft copies of any motion for interim and final orders approving procedures regarding equity trading (and related proposed order), Chapter 11 Plan, Chapter 11 plan supplement, Disclosure Statement, motion to approve solicitation of the Chapter 11 Plan, the form of ballots, any proposed Confirmation Order, any proposed amended version of the Chapter 11 Plan or the approval, license, waiver or registration or Disclosure Statement to the Consenting Equityholders at least two (2) days prior to filing with any governmental agency the Bankruptcy Court; (if required by lawg) is required file a customary “first day” motion for the execution interim and performance final order approving procedures regarding equity trading that provides that, among other things, upon termination of this Agreement with respect to a Consenting Equityholder such Consenting Equityholder shall have the right to move the Bankruptcy Court for an order permitting the Consenting Equityholder to take any actions set forth in Section 4(a) hereof (and all other parties shall have the right to oppose such motion) and which shall be otherwise reasonably acceptable to the Consenting Equityholders and the Equity Pledge hereunderTerm Loan Lender Steering Committee, the approval of which the Company will use its best efforts to assist in obtaining and keeping it in full force and effect during shall seek as soon as reasonably practicable after the term Petition Date; (h) permit the disclosure of this Agreement. 10.2 The , the aggregate amount of Equity Interests held by the Consenting Equityholders, and the aggregate amount of Covered Claims held by the Consenting Term Loan Lenders; provided, however, that the Company will shall not assist disclose (i) individual Covered Claims amounts held by any Consenting Term Loan Lenders or permit (ii) the Pledgor identity of any Consenting Term Loan Lender to create any new pledge or any other security interest over the Pledged Equity Interests party (including to other Consenting Term Loan Lenders) without the prior written consent of such Consenting Term Loan Lender; (i) to the Pledgee.extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the transactions contemplated herein, negotiate in good faith appropriate additional or alternative provisions to address any such impediment; provided that the economic outcome for the Parties and other material terms of this Agreement are preserved in any such provisions; 10.3 The (j) subject to Section 14 of this Agreement, not directly or indirectly (A) join in or support any alternative plan or transaction other than the Chapter 11 Plan; or (B) take any action to alter in any material respect, unreasonably delay, interfere with, or impede the approval or ratification, as applicable, of the Restructuring, the Disclosure Statement, the solicitation and solicitation procedures, the Releases, and confirmation and consummation of the Chapter 11 Plan; (k) subject to Section 14 of this Agreement, not, nor encourage any other person or entity to, take any action that would, or would reasonably be expected to, breach or be inconsistent with this Agreement or, directly or indirectly, interfere with the acceptance, confirmation or consummation of the Plan, approval of the Releases, or implementation of the Restructuring; (l) continue to operate the Company’s business in the ordinary course in accordance with its reasonable business judgment and, subject to applicable laws, use commercially reasonable efforts to, consistent with the pursuit and consummation of the Restructuring and the transactions contemplated thereby, preserve intact in all material respects the current business operations of the Company will and its subsidiaries; (m) not assist commence an avoidance action or allow other legal proceeding that challenges the pledgee validity, enforceability, or priority of the Term Loans or obligations under the Credit Agreement, or any liens securing the same; (n) pay all Transaction Expenses consistent with the terms of Section 19 hereof; (o) not take any action inconsistent with, or omit to transfer take any action required by the pledged equity without Credit Agreement, except to the prior extent that any such action or inaction is expressly contemplated or permitted by this Agreement, the Chapter 11 Plan or any of the other Restructuring Documents; and (p) provide prompt written notice to the Consenting Term Loan Lenders and the Consenting Equityholders between the date hereof and the Effective Date of the Chapter 11 Plan of (i) the occurrence, or failure to occur, of any event of which the occurrence or failure to occur would be reasonably likely to cause (A) any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect, (B) any material covenant of the Company contained in this Agreement not to be satisfied in any material respect, or (C) any condition precedent contained in the Chapter 11 Plan or this Agreement not to occur or become impossible to satisfy, (ii) receipt of any written notice from any third party alleging that the consent of the pledgee. 10.4 In the event of any legal action, arbitration such party is or other request which may adversely affect the interests be required as a condition precedent to consummation of the Company, transactions contemplated by the Pledged Equity Interests or the Pledgee under the Transaction Agreements Restructuring and this Agreement, including the Releases, (iii) receipt of any written notice from any governmental body that is material to the consummation of the transactions contemplated by the Restructuring, (iv) receipt of any written notice of any proceeding commenced or threatened against the Company warrants that it will notify would otherwise affect in any material respect the Pledgee as soon as practicable transactions contemplated by the Restructuring and in a timely manner in writingthis Agreement, including the Releases, and at the reasonable request (v) any failure of the PledgeeCompany to comply, will take all necessary measures in any material respect, with or satisfy any covenant, condition, or agreement to secure be complied with or satisfied by them hereunder as a condition precedent to the Pledgee’s interest in consummation of the Pledged Equity Interests in transactions contemplated by the Pledged Equity Interests. 10.5 Restructuring. The Company acknowledges and agrees and shall not perform dispute that after the commencement of the Chapter 11 Cases, the giving of notice of termination by any Party pursuant to this Agreement shall not be a violation of the automatic stay of section 362 of the Bankruptcy Code (and the Company hereby waives, to the greatest extent possible, the applicability of the automatic stay to the giving of such notice); provided that nothing herein shall prejudice any Party’s rights to argue that the giving of notice of default or permit any act or action that may adversely affect the Pledgor’s interests termination was not proper under the Transaction Agreement and terms of this Agreement Agreement. Notwithstanding anything to the contrary in Sections 4 or the Pledged Equity Interests. 10.6 The Grantor will provide the Pledgor with 5 of this Agreement, each of the Company’s financial statements for officers and directors, in such capacities, is not, by virtue of the preceding calendar quarter, including (but not limited to) a balance sheet, an income statement and a cash flow statement, within Company’s or the first month of each calendar quarter. 10.7 The Company undertakes to take all necessary measures and execute all necessary documents (including but not limited to the Supplemental Agreements to Consenting Equityholders’ obligations under this Agreement) , prohibited from taking, or from refraining to take, any actions that are consistent with, and not in violation of, Section 14 of this Agreement, and neither the Company nor any Consenting Equityholder that is affiliated with such officer or director shall be in violation of this Agreement by virtue of such individual taking, or refraining from taking, any such action, so long as any such action is consistent with the fiduciary obligations of the Company under applicable law (as reasonably requested determined by the Pledgor to ensure the Pledgor’s pledge interest in the Pledged Equity Interests and the exercise and realization of such rightsCompany after consultation with counsel). 10.8 In the event of any transfer of the Pledged Equity Interests as a result of the exercise of the Pledge Right hereunder, the Company undertakes to take all steps to effect such transfer.

Commitment of the Company. 10.1 (a) Subject to the terms and conditions of this Agreement and for so long as no Agreement Termination Event has occurred and subject to paragraph 10 hereof, the Company agrees to: (i) use its commercially reasonable best efforts to prepare for the Recapitalization Transaction, such preparation to include (but not be limited to) the negotiation and drafting of definitive documentation to implement the Recapitalization Transaction, the preparation of the Plan Documents and (when appropriate) the timely filing of such Plan Documents in the Bankruptcy Cases, and the pursuit of such other matters necessary or appropriate to prepare for the consummation of the Recapitalization Transaction, and preparation for the Bankruptcy Cases, commencing on the date hereof and proceeding expeditiously hereafter with respect to the Recapitalization Transaction; (ii) take any and all commercially reasonable actions in furtherance of the Recapitalization Transaction including but not limited to preparing first day bankruptcy motions and applications and Plan Documents materially consistent with the Plan Term Sheet and otherwise on terms reasonably acceptable to the Required Consenting Parties and the Company in advance of the dates specified in the Milestones; (iii) in the event that the Company has commenced any Bankruptcy Cases, (A) subject to clause (B) below, file with the Bankruptcy Court first day pleadings and applications consistent with the Recapitalization Transaction Terms within one (1) Business Day of the Petition Date; (B) file the Plan and Disclosure Statement with the Bankruptcy Court no later than ten (10) Business Day after the Petition Date, (C) take all commercially reasonable actions necessary to meet the Milestones; and (D) take any and all commercially reasonable actions in furtherance of obtaining approval of the Cash Collateral Order; (iv) use commercially reasonable efforts to promptly and expeditiously obtain any and all required governmental, regulatory and/or third-party approvals for the Recapitalization Transaction; (v) provide draft copies of all Plan Documents, “first day” motions or applications and use commercially reasonable efforts to provide drafts of any other documents the Company intends to file with the Bankruptcy Court to the designated legal counsel for the Consenting First Lien Noteholders and the Consenting Second Lien Noteholders prior to the date when the Company intends to file such document and shall consult in good faith with such counsel regarding the form and substance of any such proposed filing; provided, however, the Company will not be in breach of this provision by failing to provide to counsel to the Consenting First Lien Noteholders or the Consenting Second Lien Noteholders drafts of motions or pleadings that seek emergency or expedited relief; and (vi) use its commercially reasonable best efforts to proceed in good faith to avoid the occurrence of any event that may constitute an Agreement Termination Event. (b) In the event that the consentCompany has commenced any Bankruptcy Cases, permission, waiver, authorization of any third party or the approval, license, waiver or registration or filing with any governmental agency (if required by law) is required for the execution and performance of this so long as no Agreement and the Equity Pledge hereunderTermination Event has occurred, the Company will use its best efforts shall not, and shall not agree to, consent to, provide any support to, participate in the formulation of or seek Bankruptcy Court approval of, (i) any sale of assets and/or stock (whether such sale is implemented pursuant to assist in obtaining and keeping it in full force and effect during the term of this Agreement. 10.2 The Company will not assist or permit the Pledgor to create any new pledge or any other security interest over the Pledged Equity Interests without the prior written consent section 363 of the Pledgee. 10.3 The Company will not assist Bankruptcy Code, a chapter 11 plan or allow the pledgee to transfer the pledged equity without the prior written consent otherwise), (ii) any plan of reorganization or (iii) any liquidation (either under chapter 7 or chapter 11 of the pledgee. 10.4 In the event of any legal action, arbitration or other request which may adversely affect the interests Bankruptcy Code) in respect of the Company, other than as contemplated in the Pledged Equity Interests Recapitalization Transaction Terms or an Other Transaction (each, an “Alternative Bankruptcy Transaction”); provided, however, that if at any time after the Pledgee under the Transaction Agreements and this AgreementPetition Date, the Company warrants (A) receives, in writing, an unsolicited proposal for an Alternative Bankruptcy Transaction and (B) the Company reasonably determines (after consultation with its legal counsel and financial advisor and with the Required Consenting Parties) that it will notify the Pledgee as soon as practicable and (1) such Alternative Bankruptcy Transaction is reasonably likely to be consummated in a timely manner in writingand represents a higher and/or better transaction for the Company than the Recapitalization Transaction Terms, and at the reasonable request (2) continued support of the Pledgee, will take all necessary measures to secure the Pledgee’s interest in the Pledged Equity Interests in the Pledged Equity Interests. 10.5 The Company shall not perform or permit any act or action that may adversely affect the Pledgor’s interests under the Transaction Agreement and this Agreement or the Pledged Equity Interests. 10.6 The Grantor will provide the Pledgor with the Company’s financial statements for the preceding calendar quarter, including (but not limited to) a balance sheet, an income statement and a cash flow statement, within the first month of each calendar quarter. 10.7 The Company undertakes to take all necessary measures and execute all necessary documents (including but not limited to the Supplemental Agreements Plan pursuant to this AgreementSection 3(b) as reasonably requested by the Pledgor to ensure the Pledgor’s pledge interest in the Pledged Equity Interests and the exercise and realization of such rights. 10.8 In the event of any transfer of the Pledged Equity Interests as a result of Agreement would be inconsistent with the exercise of its fiduciary duties, it shall be permitted to withdraw its support for the Pledge Right hereunderPlan and shall be entitled to terminate the Agreement upon prompt written notice to the other Parties. For the avoidance of doubt, any termination of this Agreement pursuant to this Section 3(b) will be considered an Agreement Termination Event. (c) Each of the Issuers and Guarantors shall: (i) concurrently with such Party’s execution and delivery of this Agreement pay the retainers specified in clause (b)(iii) of Section 22 to the extent not previously paid; and (ii) promptly deliver to each of the Parties copies of any notices received by the Company undertakes pursuant to take all steps to effect such transferSection 4.

Commitment of the Company. 10.1 In (a) From the event that Agreement Effective Date until the consent, permission, waiver, authorization of any third party or the approval, license, waiver or registration or filing with any governmental agency (if required by law) is required for the execution and performance termination of this Agreement in accordance with the terms hereof, each of the Company Parties agrees to: (i) negotiate in good faith all Definitive Documents and take any and all reasonably necessary and appropriate actions in furtherance of the Equity Pledge hereunderRestructuring Transaction, the Company will Plan (if applicable), and this Agreement; (ii) use its reasonable best efforts to assist obtain orders of the Bankruptcy Court in obtaining respect of the Restructuring Transaction, including the Confirmation Order; (iii) support and keeping it use reasonable best efforts to consummate the Restructuring Transaction in full force and effect during accordance with this Agreement within the term of time-frames contemplated under this Agreement. 10.2 The Company will not assist or permit the Pledgor (iv) use reasonable best efforts to create any new pledge or negotiate, execute and deliver any other security interest over agreements necessary to effectuate and consummate the Pledged Equity Interests without Restructuring Transaction; (v) use commercially reasonable efforts to obtain any and all regulatory and/or third‑party approvals necessary or appropriate in connection with the prior written consent Restructuring Transaction; (vi) pay the reasonable and documented fees and expenses of the PledgeeHedge Parties as set forth in Section 9 of this Agreement; (vii) not object to or join in any objection to, on any grounds, including but not limited to, avoidance, disallowance, expungement, recharacterization, subordination, or otherwise, the Hedge Claims; (viii) timely file an objection or response with the Bankruptcy Court to any motion, or other pleading, filed with the Bankruptcy Court by a party seeking the entry of an order: (1) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code); (2) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code; (3) dismissing any of the Chapter 11 Cases; (4) modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable; or (5) objecting to the Hedge Claims; and (ix) not directly or indirectly: (A) delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring Transaction, or otherwise take any action which would, or which would reasonably be expected to, breach or be inconsistent with this Agreement; or (B) support, encourage or direct any other person or entity to take any action referred to in this Section 4.02(a)(ix). 10.3 The Company will not assist or allow the pledgee to transfer the pledged equity without the prior written consent of the pledgee. 10.4 In the event of any legal action, arbitration or other request which may adversely affect the interests of (b) Nothing in this Agreement shall require the Company, the Pledged Equity Interests Board or the Pledgee under the Transaction Agreements and this Agreementany other person or entity, the Company warrants that it will notify the Pledgee as soon as practicable and in a timely manner in writingafter consulting with counsel, and at the reasonable request of the Pledgee, will take all necessary measures to secure the Pledgee’s interest in the Pledged Equity Interests in the Pledged Equity Interests. 10.5 The Company shall not perform or permit any act or action that may adversely affect the Pledgor’s interests under the Transaction Agreement and this Agreement or the Pledged Equity Interests. 10.6 The Grantor will provide the Pledgor with the Company’s financial statements for the preceding calendar quarter, including (but not limited to) a balance sheet, an income statement and a cash flow statement, within the first month of each calendar quarter. 10.7 The Company undertakes to take all necessary measures and execute all necessary documents (including but not limited any action or to refrain from taking any action with respect to the Supplemental Agreements Restructuring Transaction to this Agreement) as reasonably requested by the Pledgor to ensure the Pledgor’s pledge interest in the Pledged Equity Interests and the exercise and realization of such rights. 10.8 In the event of any transfer of the Pledged Equity Interests as a result of the exercise of the Pledge Right hereunder, the Company undertakes extent taking or failing to take all steps to effect such transferaction would be inconsistent with applicable law or its fiduciary obligations under applicable law.