Common use of Transaction Support Clause in Contracts

Transaction Support. During the Support Period, subject to the terms and conditions hereof, each Consenting Creditor agrees, severally and not jointly, with respect to all Claims held, that it shall: (i) use commercially reasonable efforts to support and, at the Company’s sole expense, take all commercially reasonable actions necessary or reasonably requested by the Company to facilitate the consummation of the Transaction in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement and the Term Sheet; provided, however, that any payment by the Company pursuant to this clause (i) shall be limited to the reasonable, documented fees and expenses of the Ad Hoc Group Advisors in connection with such actions; (ii) negotiate in good faith the applicable Definitive Documents consistent with the terms of this Agreement and Consistent in all Material Respects with the Term Sheet; (iii) use commercially reasonable best efforts to obtain additional support for the Transaction (in the form of Joinder Agreements) from holders of Creditor Claims that are not Consenting Creditors as is necessary for purposes of satisfying the Consent Threshold; (iv) not direct the Agent or Trustees, as the case may be, to take any action nor solicit, encourage, or support any other person to take any action inconsistent with such Consenting Creditor’s obligations under this Agreement; (v) give any notice, order, instruction, or direction to the Agent or Trustees necessary to give effect to the Transaction; (vi) (A) not take any action, directly or indirectly, that would reasonably be expected to prevent, interfere with, materially delay, or impede, the consummation of the Transaction; (B) not directly or indirectly propose, file, support, vote for, consent to, or take any other action in furtherance of the negotiation or formulation of any Alternative Transaction; and (C) not, nor direct any other person to, take any action that would, or would reasonably be expected to, breach this Agreement, or object to, or materially and intentionally delay, or take any other negative action, directly or indirectly, to interfere with the implementation of the Transaction; and (vii) not, and shall not direct any other person to, exercise any right or remedy for the enforcement, collection, or recovery of any of the Creditor Claims against the Company, including in connection with any payment obligations of the Company under the Existing Funded Debt Documents that come due during the Support Period, other than in accordance with this Agreement and/or the Definitive Documents. Unless otherwise expressly set forth herein or in the Term Sheet, no Consenting Creditor shall be required to incur, assume, become liable in respect of, or suffer to exist any expenses, liabilities, or other obligations, or agree to or become bound by any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations to such Consenting Creditor.

Transaction Support. During the period from and including the Consent Effective Date through and including the termination of the Transaction Support Agreement (the “Support Period”), subject to the terms and conditions hereof, each the undersigned Transaction Consenting Creditor Lender agrees, severally and not jointly, with respect to all Claims claims held, that it shall: (i) use commercially reasonable efforts to support and, at the Company’s sole expense, take all commercially reasonable actions necessary or reasonably requested by the Company to facilitate the consummation of the Transaction in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement and the Term Sheet; provided, however, that any payment by the Company pursuant to this clause (i) shall be limited to the reasonable, documented fees and expenses of the Ad Hoc Group Advisors in connection with such actions; (ii) negotiate in good faith the applicable Definitive Documents consistent with the terms of this Agreement and Consistent in all Material Respects with the Term Sheet; (iii) use commercially reasonable best efforts to obtain additional support for the Transaction (in the form of Joinder Agreements) from holders of Creditor Claims that are not Consenting Creditors as is necessary for purposes of satisfying the Consent Threshold; (iv) not direct the Agent or Trustees, as the case may be, to take any action nor solicit, encourage, or support any other person to take any action inconsistent with such Consenting Creditor’s obligations under this Agreement; (v) give any notice, order, instruction, or direction to the Agent or Trustees necessary to give effect to the Transaction; (vi) (A) not take any action, directly or indirectly, that would reasonably be expected to prevent, interfere with, materially delay, or impede, the consummation of the Transaction; (B) not directly or indirectly propose, file, support, vote for, consent to, or take any other action in furtherance of the negotiation or formulation of any Alternative Transaction; and (C) notnot take, nor direct any other person toto take, take any action that would, or would reasonably be expected to, breach this Agreement, or object to, or materially and intentionally delay, or take any other negative action, directly or indirectly, to interfere with the implementation of the Transaction; and (viiii) notnot exercise, and shall not direct any other person to, exercise any right or remedy for the enforcement, collection, or recovery of any of the Creditor Term Loan Claims against the Company, including in connection with any payment obligations of the Company under the Existing Funded Debt Documents Credit Agreement that come due during the Support Period, other than in accordance with this Agreement and/or the Definitive Documents. Unless otherwise expressly set forth herein ; provided, however, that nothing in this clause (ii) shall require the Transaction Consenting Lenders to waive any Default or in Event of Default or any of the obligations arising under the Loan Documents; provided, further, that no party to this Agreement shall request that the Term Sheet, no Consenting Creditor shall be required Loan Agent exercise rights or remedies under or with respect to incur, assume, become liable in respect of, the Credit Agreement or suffer the other Loan Documents during the Support Period to exist any expenses, liabilities, or other obligations, or agree to or become bound by any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations to such Consenting Creditorthe extent inconsistent with this Agreement.

Transaction Support. During the Support Period, subject to the terms and conditions hereof, each Consenting Creditor Directing Lender agrees, severally and not jointly, with respect to all Claims claims held, that it shall: (i) use commercially reasonable efforts to support and, at the Company’s sole expense, take all commercially reasonable actions necessary or reasonably requested by the Company to facilitate the consummation of the Transaction in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement and the Term SheetAgreement; providedprovided that, howeverother than as explicitly set forth herein, that no Directing Lender shall be required to take any payment such action requested by the Company pursuant to this clause (i) shall be limited to the reasonable, documented fees other than execution and expenses delivery of the Ad Hoc Group Advisors in connection with Strict Foreclosure Direction) that would impose any material liability or obligation on such actionsDirecting Lender; (ii) negotiate in good faith the applicable Definitive Documents consistent with the terms of this Agreement and Consistent in all Material Respects with the Term Sheet; (iii) use commercially reasonable best efforts to obtain additional support for the Transaction (in the form of Joinder Agreements) from holders of Creditor Claims that are not Consenting Creditors as is necessary for purposes of satisfying the Consent Threshold; (iv) not direct the Term Loan Agent or Trustees, as the case may be, to take any action nor solicit, encourage, or support any other person to take any action inconsistent with such Consenting CreditorDirecting Lender’s obligations under this Agreement; (viv) give any notice, order, instruction, or direction execute and deliver the Strict Foreclosure Direction to the Term Loan Agent or Trustees necessary to give effect to consistent with the Transactionterms of this Agreement and the Term Sheet; (viv) (A) not take any action, directly or indirectly, that would reasonably be expected to prevent, interfere with, materially delay, or impede, the consummation of the Transaction; (B) not directly or indirectly propose, file, support, vote for, consent to, or take any other action in furtherance of the negotiation or formulation of any Alternative Transaction; and (C) not, nor direct any other person to, take any action that would, or would reasonably be expected to, breach this Agreement, or object to, or materially and intentionally delay, or take any other negative action, directly or indirectly, to interfere with the implementation of the Transaction; and (viivi) not, and shall not direct any other person to, exercise any right or remedy for the enforcement, collection, or recovery of any of the Creditor Term Loan Claims against the Company, including in connection with any payment obligations of the Company under the Existing Funded Debt Documents Credit Agreement that come due during the Support Period, other than in accordance with this Agreement and/or the Definitive Documents; provided, however, that nothing in this clause (vi) shall require the Directing Lenders to waive any Default (as defined in the Credit Agreement) or Event of Default (as defined in the Credit Agreement) or any of the obligations arising under the Loan Documents; provided, further, that, other than as expressly set forth herein, each party to this Agreement shall forbear from exercising its respective rights or remedies under or with respect to the Credit Agreement and the other Loan Documents during the Support Period, and no party to this Agreement shall request that the Term Loan Agent exercise rights or remedies under or with respect to the Credit Agreement or the other Loan Documents during the Support Period, in each case to the extent inconsistent with this Agreement. Unless otherwise expressly set forth herein or in the Term Sheet, no Consenting Creditor Directing Lender shall be required to incur, assume, become liable in respect of, or suffer to exist any expenses, liabilities, or other obligations, or agree to or become bound by any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations to such Consenting CreditorDirecting Lender.