Common use of Commitments of the Company Clause in Contracts

Commitments of the Company. During the Effective Period, subject to the terms of this Agreement (including the terms and conditions set forth in the Restructuring Term Sheet), including, for the avoidance of doubt, the Company’s solicitation, evaluation, negotiation, review and pursuit of Alternative Transactions to the extent set forth herein and in the Bidding Procedures Order, the Company agrees that it shall, and shall direct its Subsidiaries and its and their respective Affiliates to: (a) (i) use commercially reasonable efforts to seek approval of the Plan and to complete the Restructuring; (ii) prosecute and defend any appeals relating to the Confirmation Order; (iii) support and consummate the Restructuring in a timely manner in accordance with this Agreement, including to negotiate in good faith all Definitive Documents, coordinate its activities with the other Parties hereto in respect of all matters concerning the implementation and consummation of the Restructuring and take any and all necessary and appropriate actions in furtherance of this Agreement, (iv) use reasonable best efforts to comply with each Milestone as set forth in Annex D to the Restructuring Term Sheet, including agreeing to the extension of such Milestones as required to accommodate the Bankruptcy Court’s calendar; and (v) comply with each of its other covenants and commitments set forth in this Agreement or the Restructuring Term Sheet; (b) provide draft copies of (i) the Plan and Disclosure Statement to counsel to the Supporting Lenders at least ten (10) calendar days prior to filing with the Bankruptcy Court, (ii) the Plan Supplement, the motion to approve the Disclosure Statement, the Solicitation Materials, any proposed Confirmation Order, any proposed amended version of the Plan or the Disclosure Statement, all “second day” pleadings (including forms of orders thereof), and any other motions, draft orders, pleadings or briefs that are material to the Restructuring (collectively, the “Three Day Review Pleadings”) the Company intends to file with the Bankruptcy Court to counsel to the Supporting Lenders at least two (2) Business Days prior to filing with the Bankruptcy Court, with all other motions, applications, proposed orders, pleadings and briefs (“Other Motions”) the Company intends to file with the Bankruptcy Court to be provided to counsel to the Supporting Lenders no fewer than twenty-four (24) hours prior to filing with the Bankruptcy Court, and in each case, consult in good faith with such counsel regarding the form and substance of any such proposed filing with the Bankruptcy Court or, to the extent such filing is required to be acceptable to the Requisite Supporting Lenders pursuant to this Agreement, not file such filing until it is acceptable to the Requisite Supporting Lenders; provided that (x) the Debtors shall not be required to provide draft copies of any declarations, retention applications, any fee statements, or any fee applications to counsel to the Supporting Lenders and (y) if the notice required by this Section 4.1(b) with respect to the Three Day Review Pleadings and Other Motions is not reasonably practicable with respect to any document or pleading, the Debtors may provide such document or pleading as soon as reasonably practicable; (c) timely file a formal objection to any motion filed with the Bankruptcy Court by any Person seeking the entry of an order directing the appointment of an examiner with expanded powers or a trustee, converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, dismissing the Chapter 11 Cases, modifying or terminating the Debtors’ exclusive right to file and/or solicit acceptances of a plan of reorganization or for relief that (x) is inconsistent with this Agreement or (y) would, or would reasonably be expected to, frustrate the purposes of this Agreement, including by preventing the consummation of the Restructuring; (d) timely file a formal written response in opposition to any objection filed with the Bankruptcy Court by any Person with respect to the use of cash collateral or with respect to any of the adequate protection granted to the Prepetition Lenders pursuant to the Cash Collateral Orders or otherwise; (e) consult with the Supporting Lenders with respect to the assumption or rejection of executory Contracts and unexpired leases of non-residential real property; (f) pay all of the Transaction Expenses consistent with Section 10.13 of this Agreement; (g) provide prompt written notice to the Supporting Lenders between the date of this Agreement and the Effective Date 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 any Company Specified Representations to be untrue or inaccurate in any respect or any other representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect, (ii) any material breach of any covenant of the Company contained in this Agreement, (iii) any event, condition, fact, or circumstance that would make the timely satisfaction of any of the conditions set forth in Article VIII impossible or unlikely, (iv) the receipt of any written notice from any third party alleging that the consent of such party is or may be required as a condition precedent to consummation of the Transactions, (iv) the receipt of any written notice from any Governmental Entity that is material to the consummation of the Transactions, (v) the receipt of any written notice of any proceeding commenced or threatened against the Company or its Subsidiaries that would otherwise affect in any material respect the Transactions and (vi) the receipt of any written notice of any offer to purchase any material assets of (or Equity Interests in) the Debtors other than an offer submitted in accordance with the Bidding Procedures; provided, however, that the delivery of any notice pursuant to this Section 4.1(g) shall not limit or otherwise affect the remedies available to the party receiving such notice under this Agreement; (h) not be in default under the Cash Collateral Orders, subject to all applicable grace and cure periods; (i) consult weekly (or more frequently as reasonably requested by the Supporting Lenders) with the Supporting Lenders’ legal counsel and financial advisor regarding the Debtors’ strategic planning, discussions, negotiations, proposals, or agreements with respect to the Restructuring; and (j) not: (i) object to, delay, postpone, challenge, reject, oppose or take any other action that would prevent, interfere with, delay or impede, directly or indirectly, in any material respect, the approval, acceptance or implementation of the Restructuring on the terms set forth in the Restructuring Term Sheet; (ii) solicit, negotiate, propose, enter into, consummate, file with the Bankruptcy Court, vote for or otherwise knowingly support, participate in or approve any plan of reorganization, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring, recapitalization or refinancing of part or all of the Company or its Indebtedness other than the Plan (each, an “Alternative Transaction”); provided, however, that nothing in this Section 4.1(j) shall in any way limit the Debtors’ rights and obligations to solicit, evaluate, negotiate, review, pursue, and enter into definitive documentation with respect to any Alternative Transaction in accordance with the Bidding Procedures and the Bidding Procedures Order; (iii) take any actions where such taking would be (A) inconsistent with this Agreement, the Restructuring Term Sheet, the Cash Collateral Orders or the other Definitive Documents or (B) otherwise inconsistent with, or reasonably expected to prevent, interfere with, delay or impede the implementation or consummation of, the Restructuring; (iv) seek to amend or modify, or file a pleading seeking authority to amend or modify, the Definitive Documents in a manner that is inconsistent with this Agreement; (v) other than the Approved ▇▇▇▇, seek the payment of any amount pursuant to a key employee incentive plan or other similar payment during the pendency of the Chapter 11 Cases, unless consented to by the Requisite Supporting Lenders; or (vi) file or seek authority to file any pleading inconsistent with the Restructuring or the terms of this Agreement.

Commitments of the Company. During the Effective Period, subject to the terms of this Agreement (including the terms and conditions set forth in the Restructuring Term Sheet), including, for the avoidance of doubt, the Company’s solicitation, evaluation, negotiation, review and pursuit of rights regarding Alternative Transactions to the extent set forth herein and in the Bidding Procedures Orderherein, the Company agrees that it shall, and shall direct its Subsidiaries and its and their respective Affiliates Affiliates, to the extent applicable, to: (a) (i) use commercially reasonable efforts to seek approval of the Plan and to complete the Restructuring; (ii) prosecute and defend any appeals relating to the Confirmation Order; (iii) support and consummate the Restructuring in a timely manner in accordance with this Agreement, including to negotiate in good faith all Definitive Documents, coordinate its activities with the other Parties hereto in respect of all matters concerning the implementation and consummation of the Restructuring and take any and all necessary and appropriate actions in furtherance of this Agreement, (iv) use reasonable best efforts to comply with each Milestone as set forth in Annex D to the Restructuring Term SheetExhibit D, including agreeing to the extension of such Milestones as required to accommodate the Bankruptcy Court’s calendar; and (v) comply with each of its other covenants and commitments set forth in this Agreement or and the Restructuring Term Sheet; (b) provide draft copies of (i) the Plan and Disclosure Statement to counsel to the Supporting Lenders at least ten (10) calendar days prior to filing with the Bankruptcy Court, (ii) subject to Section 2.2 hereof, the Plan Supplement, the motion to approve the Disclosure Statement, the Solicitation Materials, any proposed Confirmation Order, any proposed amended version of the Plan or the Disclosure Statement, all “second first day” pleadings (including forms of orders thereofrelating thereto), and any other motions, draft orders, pleadings or briefs that are material to the Restructuring (collectively, the “Three Third Day Review Pleadings”) the Company intends to file with the Bankruptcy Court to counsel to the Supporting Lenders at least two (2) Business Days prior to filing with the Bankruptcy Court, with all other motions, applications, proposed orders, pleadings and briefs (“Other Motions”) the Company intends to file with the Bankruptcy Court to be provided to counsel to the Supporting Lenders no fewer than twenty-four (24) hours prior to filing with the Bankruptcy Court, and in each case, consult in good faith with such counsel regarding the form and substance of any such proposed filing with the Bankruptcy Court or, to the extent such filing is required to be acceptable to the Requisite Supporting Lenders DIP Agent pursuant to this Agreement, not file such filing until it is acceptable to the Requisite Supporting LendersDIP Agent; provided that (x) the Debtors shall not be required to provide draft copies of any declarations, retention applications, any fee statements, any fee applications, or any fee supporting applications to counsel to the Supporting Lenders DIP Agent and (y) if the notice required by this Section 4.1(b) with respect to the Three Third Day Review Pleadings and Other Motions is not reasonably practicable with respect to any document or pleading, the Debtors may provide such document or pleading as soon as reasonably practicable; (c) timely file a formal objection to any motion filed with the Bankruptcy Court by any Person seeking the entry of an order directing the appointment of an examiner with expanded powers or a trustee, converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, dismissing the Chapter 11 Cases, modifying or terminating the Debtors’ exclusive right to file and/or solicit acceptances of a plan of reorganization or for relief that (x) is inconsistent with this Agreement or (y) would, or would reasonably be expected to, frustrate the purposes of this Agreement, including by preventing the consummation of the Restructuring; (d) timely file a formal written response in opposition to any objection filed with the Bankruptcy Court by any Person with respect to the use of cash collateral pursuant to the DIP Orders or otherwise; (e) timely file a formal written response in opposition to any objection filed with the Bankruptcy Court by any Person with respect to the use of proceeds or with respect to any of the adequate protection granted to the Prepetition Lenders pursuant to the Cash Collateral DIP Orders or otherwise; (ef) consult with the Supporting Lenders with respect to the assumption or rejection of executory Contracts and unexpired leases of non-residential real property; (fg) pay all of the Transaction Expenses consistent with Section 10.13 of this Agreement; (gh) provide prompt written notice to the Supporting Lenders between the date of this Agreement and the Effective Date 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 any Company Specified Representations to be untrue or inaccurate in any respect or any other representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect, (ii) any material breach of any covenant of the Company contained in this Agreement, (iii) any event, condition, fact, or circumstance that would make the timely satisfaction of any of the conditions set forth in Article VIII impossible or unlikely, (iv) the receipt of any written notice from any third party alleging that the consent of such party is or may be required as a condition precedent to consummation of the Transactions, (ivv) the receipt of any written notice from any Governmental Entity that is material to the consummation of the Transactions, (vvi) the receipt of any written notice of any proceeding commenced or threatened against the Company or its Subsidiaries that would otherwise affect in any material respect the Transactions Transactions, and (vivii) the receipt of any written notice of any offer to purchase any material assets of (or Equity Interests in) the Debtors other than an offer submitted in accordance with the Bidding ProceduresDebtors; provided, however, that the delivery of any notice pursuant to this Section 4.1(g4.1(h) shall not limit or otherwise affect the remedies available to the party receiving such notice under this Agreement; (hi) not be in default under the Cash Collateral DIP Orders, subject to all any applicable grace and cure periods; (ij) consult weekly (or more frequently as reasonably requested by the Supporting Lenders) with the Supporting Lenders’ legal counsel and financial advisor regarding the Debtors’ strategic planning, discussions, negotiations, proposals, or agreements with respect to the Restructuring; and (jk) not: (i) object to, delay, postpone, challenge, reject, oppose or take any other action that would prevent, interfere with, delay or impede, directly or indirectly, in any material respect, the approval, acceptance or implementation of the Restructuring on the terms set forth in the Restructuring Term Sheet; (ii) solicit, negotiate, propose, enter into, consummate, file with the Bankruptcy Court, vote for or otherwise knowingly support, participate in or approve any plan of reorganization, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring, recapitalization or refinancing of part or all of the Company or its Indebtedness other than the Plan (each, an “Alternative Transaction”); provided, however, that nothing in this Section 4.1(j4.1(l) shall in any way limit the Debtors’ rights and obligations to solicit, evaluate, negotiate, review, pursue, and enter into definitive documentation with respect to regarding any Alternative Transaction in accordance with the Bidding Procedures and the Bidding Procedures OrderSection 7.5; (iii) take any actions where such taking would be (A) inconsistent with this Agreement, the Restructuring Term Sheet, the Cash Collateral DIP Orders or the other Definitive Documents or (B) otherwise inconsistent with, or reasonably expected to prevent, interfere with, delay or impede the implementation or consummation of, the Restructuring; (iv) seek to amend or modify, or file a pleading seeking authority to amend or modify, the Definitive Documents in a manner that is inconsistent with this Agreement; (v) other than the Approved ▇▇▇▇▇ and the Approved KERP, seek the payment of any amount pursuant to a key employee incentive plan, key employee retention plan or other similar payment payments during the pendency of the Chapter 11 Cases, unless consented to by the Requisite Supporting LendersDIP Agent; or (vi) file or seek authority to file any pleading inconsistent with the Restructuring or the terms of this Agreement.