Common use of REPAYMENT PLAN Clause in Contracts

REPAYMENT PLAN. (a) On or before April 15, 2010, written information, in form and substance satisfactory to the Required Holders, describing (i) assets anticipated to be sold and other sources of cash to repay the Notes and the Bank Obligations, (ii) the anticipated timeline for the sale of such assets or receipt of such sources of cash, (iii) the anticipated proceeds from such asset sales and cash sources, and (iv) projected reductions in the principal amount of the Notes and the Bank Obligations resulting from the expected application of such anticipated proceeds from such asset sales and cash sources, together with any other information the Required Holders shall reasonably request in connection therewith, in each case demonstrating the Company’s ability to repay the Notes and the Banks Obligations as required pursuant to paragraph 4A (collectively, the “Repayment Plan”). (b) On the first Business Day of each calendar month after the delivery of the Repayment Plan, a written update to any information contained in the Repayment Plan which shall have changed since the date of delivery of the Repayment Plan or an update thereto, including information regarding anticipated asset sale dates, sale terms, the progress of each asset sale, additional assets to be sold and additional actions to be taken to permanently repay the Notes and the Bank Obligations as required pursuant to paragraph 4A. (c) The Company’s covenants and obligations under subsection (a) and (b) of this paragraph 5H(xii) shall cease and be deemed satisfied upon the delivery to the Required Holders of a duly executed commitment letter for a refinancing transaction to permanently repay all Notes and all Bank Obligations in full, and receipt of informal indications of any rating required with respect to such refinancing (which may be verbal); provided that the Company’s covenants and obligations under subsection (a) and (b) of this paragraph 5H(xii) shall be fully reinstated and binding if such commitment letter is subsequently terminated or the refinancing transaction contemplated thereby does not permanently repay all Notes and all Bank Obligations in full by June 30, 2010;

REPAYMENT PLAN. (a) On Notwithstanding anything contained in any of the Loan Documents to the contrary, on or before April 15February 17, 20102023 (the “Repayment Date”), written informationthe Borrowers and Guarantors shall repay the Indebtedness, in form including without limitation all outstanding principal balance of the Loans and substance satisfactory all accrued and unpaid interest thereon, as well as all other costs and expenses. a. Borrowers have retained X. Xxxxx Securities, Inc as advisor to the Required Holders, describing Borrowers and Guarantors (ithe “Advisor”) assets anticipated to be sold and other sources of cash to repay the Notes and the Bank Obligations, (ii) the anticipated timeline for the sale of such assets or receipt of such sources of cash, (iii) the anticipated proceeds from such asset sales and cash sources, and (iv) projected reductions in the principal amount of the Notes and the Bank Obligations resulting from the expected application of such anticipated proceeds from such asset sales and cash sources, together with any other information the Required Holders shall reasonably request in connection therewith, in each case demonstrating the Company’s ability to repay the Notes and the Banks Obligations as required pursuant to paragraph 4A an engagement letter dated July 28, 2022, as amended by amendment to engagement letter dated October 13, 2022 (collectively, the “Engagement Letter”). As part of the Advisor’s scope of engagement, the Advisor and Borrowers have provided to the Agent and Lenders: (i) Advisor’s Strategic Alternatives Report dated September 9, 2022, which reviews Borrowers’ strategic alternatives designed to repay the outstanding principal balance of the Loans, all accrued and unpaid interest and all other costs and expenses owed and other Indebtedness by the Borrowers and Guarantors under the Loan Documents (the “Advisor Report”); and (ii) Borrowers’ detailed plan for repayment of the Loans and other Indebtedness on or before the Repayment Date (the “Repayment Plan”) by pursuing one or more equity or debt transaction(s) (each, a “Refinancing Transaction”). Borrower shall amend the Engagement Letter to expand the scope of services to (i) assist Xxxxxxxx and Guarantors with accomplishing the Advisor’s mandate; (ii) enhancing and improving the operation of Borrowers’ and Guarantors’ businesses; and (iii) such other services as are acceptable to the Agent and Majority Lenders and provide a copy of the amended Engagement Letter to the Agent and Lenders on or before February 10, 2023. In connection with such amendment the Borrower shall provide the Agent and Xxxxxxx with drafts of proposed amendments to the Engagement Letter to enable the Agent and Lenders to review and approve the expanded scope of services to be provided by the Advisor. b. On or before February 14, 2023 the Borrowers and Advisor shall deliver to the Agent (bi) On at least one fully-executed term sheet from a counterparty of known standing in the first Business Day of each calendar month after business community possessing demonstrated financial wherewithal (or demonstrated experience in organizing or coordinating funding with other funding sources) to consummate a Refinancing Transaction with the delivery Borrowers and Guarantors, which term sheet describes a transaction which provides for sufficient net proceeds to the Borrowers to repay the Loans and other Indebtedness in full on or before the Repayment Date; and (ii) evidence satisfactory to the Agent that the parties to the term sheet have commenced to prepare definitive documentation necessary to consummate the Refinancing Transaction. Agent and Xxxxxxx understand that the Refinancing Transaction may encompass one or more financing sources including senior debt, subordinated debt, and equity financing and that the condition set forth in this 7A(c) may be satisfied by one or more term sheets. c. Borrowers and Guarantors acknowledge and agree that failure to meet any of the milestone dates set forth in this Section 7A, including repayment of the Loans and other Indebtedness in full on or before the Repayment PlanDate, a written update shall constitute an Event of Default under Section 8.1 of the Credit Agreement, entitling the Agent and Lenders to any information contained exercise their rights and remedies under the Loan Documents and other applicable law. d. In addition to Agent and Xxxxxxx other remedies set forth in the Repayment Plan which Credit Agreement and other Loan Documents, Borrowers and Guarantors agree that upon the occurrence of any Event of Default, Agent and Lenders may enforce their rights under the Loan Documents and applicable law, including, but not limited to, their rights under this paragraph (e), through appointment of a receiver over the Borrowers and Guarantors and their respective businesses and assets. Xxxxxxxxx and Guarantors consent to the appointment of a receiver and waive any right to contest the appointment of a receiver. With regard to the appointment of a receiver, Agent and Lenders shall have changed since include the date following rights: (x) Agent and Lender shall be entitled to appointment of delivery a receiver as a matter of right; (y) the receiver may serve without bond; and (z) all fees and expenses of the Repayment Plan receiver and professional advisors employed by the receiver that are paid for by the Lenders shall become part of the Indebtedness and shall be payable on demand, and shall bear interest at the Applicable Interest Rate. e. Obligors shall grant the Agent and its agents and other designees, full access to Advisor, and Advisor’s reports, findings , workpapers and analysis of Obligors’ and their businesses at such time and times during business hours and at such locations as the Agent shall reasonably request. This shall include, but not be limited to, written copies of contact logs, and copies of all reports and analysis prepared by Advisor summarizing any proposals, indications of interest, and term sheets submitted to or an update theretoreceived by Advisor, including information regarding anticipated asset sale datesbut shall not include access to attorney work product or any other documents subject to attorney-client privilege or other similar privileges. In addition, sale terms, the progress of each asset sale, additional assets to be sold Obligors will make Advisor’s appropriate officers and additional actions to be taken to permanently repay the Notes and the Bank Obligations as required pursuant to paragraph 4A. (c) The Company’s covenants and obligations under subsection (a) and (b) of this paragraph 5H(xii) shall cease and be deemed satisfied upon the delivery consultants available to the Required Holders of a duly executed commitment letter for a refinancing transaction Agent and its agents and designees, to permanently repay all Notes discuss the information in any reports delivered to the Agent or Lenders and all Bank Obligations in full, and receipt of informal indications of any rating required with respect to such refinancing (which questions the Agent or Lenders may be verbal); provided that the Company’s covenants and obligations under subsection (a) and (b) of this paragraph 5H(xii) shall be fully reinstated and binding if such commitment letter is subsequently terminated or the refinancing transaction contemplated thereby does not permanently repay all Notes and all Bank Obligations in full by June 30, 2010;have.

REPAYMENT PLAN. (a) On or before April 15, 2010, the Borrower shall provide to the Agent written information, in form and substance satisfactory to the Required HoldersAgent, describing (i) assets anticipated to be sold and other sources of cash to repay the Notes Obligations and the Bank Senior Note Obligations, (ii) the anticipated timeline for the sale of such assets or receipt of such sources of cash, (iii) the anticipated proceeds from such asset sales and cash sources, and (iv) projected reductions in the principal amount of the Notes Obligations and the Bank Senior Note Obligations resulting from the expected application of such anticipated proceeds from such asset sales and cash sources, together with any other information the Required Holders Agent shall reasonably request in connection therewith, in each case demonstrating the CompanyBorrower’s ability to repay the Notes Obligations and the Banks Senior Notes Obligations as required pursuant to paragraph 4A under Section 2.9(f) (collectively, the “Repayment Plan”). (b) On the first Business Day of each calendar month after the delivery of the Repayment Plan, the Borrower shall provide to the Agent a written update to any information contained in the Repayment Plan which shall have changed since the date of delivery of the Repayment Plan or an update thereto, including information regarding anticipated asset sale dates, sale terms, the progress of each asset sale, additional assets to be sold and additional actions to be taken to permanently repay the Notes Obligations and the Bank Senior Note Obligations as required pursuant to paragraph 4A.under Section 2.9(f). (c) The CompanyBorrower’s covenants and obligations under subsection (a) and (b) of this paragraph 5H(xii) Section 6.15 shall cease and be deemed satisfied upon the delivery to the Required Holders Agent of a duly executed commitment letter for a refinancing transaction to permanently repay all Notes Obligations and all Bank Senior Note Obligations in full, and receipt of informal indications of any rating required with respect to such refinancing (which may be verbal); provided that the CompanyBorrower’s covenants and obligations under subsection (a) and (b) of this paragraph 5H(xii) Section 6.15 shall be fully reinstated and binding if such commitment letter is subsequently terminated or the refinancing transaction contemplated thereby does not permanently repay all Notes Obligations and all Bank Senior Note Obligations in full by June 30, 2010;.

REPAYMENT PLAN. (a) On Notwithstanding anything contained in any of the Loan Documents to the contrary, on or before April 15February 3, 20102023, written informationas such date may be extended as provided in paragraph 7A(c)(i), in form below (the “Repayment Date”) the Borrowers and substance satisfactory Guarantors shall repay the Indebtedness, including without limitation all outstanding principal balance of the Loans and all accrued and unpaid interest thereon, as well as all other costs and expenses. a. Borrowers have retained X. Xxxxx Securities, Inc as advisor to the Required Holders, describing Borrowers and Guarantors (ithe “Advisor”) assets anticipated to be sold and other sources of cash to repay the Notes and the Bank Obligations, (ii) the anticipated timeline for the sale of such assets or receipt of such sources of cash, (iii) the anticipated proceeds from such asset sales and cash sources, and (iv) projected reductions in the principal amount of the Notes and the Bank Obligations resulting from the expected application of such anticipated proceeds from such asset sales and cash sources, together with any other information the Required Holders shall reasonably request in connection therewith, in each case demonstrating the Company’s ability to repay the Notes and the Banks Obligations as required pursuant to paragraph 4A an engagement letter dated July 28, 2022, as amended by amendment to engagement letter dated October 13, 2022 (collectively, the “Engagement Letter”). As part of the Advisor’s scope of engagement, the Advisor and Borrowers have provided to the Agent and Lenders: (i) Advisor’s Strategic Alternatives Report dated September 9, 2022, which reviews Borrowers’ strategic alternatives designed to repay the outstanding principal balance of the Loans, all accrued and unpaid interest and all other costs and expenses owed and other Indebtedness by the Borrowers and Guarantors under the Loan Documents (the “Advisor Report”); and (ii) Borrowers’ detailed plan for repayment of the Loans and other Indebtedness on or before the Repayment Date (the “Repayment Plan”) by pursuing one or more equity or debt transaction(s) (each, a “Refinancing Transaction”). b. On or before December 9, 2022 Borrowers and Advisor shall deliver to the Agent non-binding indications of interest from one or more potential counterparties to one or more Refinancing Transactions which aggregate sufficient net proceeds to the Borrowers to result in repayment in full of the Loans and other Indebtedness on or before the Repayment Date. c. On or before January 16, 2023 the Borrowers and Advisor shall deliver to the Agent (i) at least one fully-executed term sheet from a counterparty of known standing in the business community possessing demonstrated financial wherewithal (or demonstrated experience in organizing or coordinating funding with other funding sources) to consummate a Refinancing Transaction with the Borrowers and Guarantors, which term sheet describes a transaction which provides for sufficient net proceeds to the Borrowers to repay the Loans and other Indebtedness in full on or before the Repayment Date; and (ii) evidence satisfactory to the Agent that the parties to the term sheet have commenced to prepare definitive documentation necessary to consummate the Refinancing Transaction. Agent and Xxxxxxx understand that the Refinancing Transaction may encompass one or more financing sources including senior debt, subordinated debt, and equity financing and that the condition set forth in this 7A(c) may be satisfied by one or more term sheets. i. Upon Borrowers compliance with the terms of this paragraph 7A(c) on or before January 16, 2023 to the reasonable satisfaction of the Agent and Lenders, the Repayment Date shall be extended to the earlier of: (a) the closing date set forth in the fully-executed term sheet described in paragraph 7A(b) above; or (b) On the first Business Day of each calendar month after the delivery February 28, 2023. d. Borrowers and Guarantors acknowledge and agree that failure to meet any of the milestone dates set forth in this Section 7A, including repayment of the Loans and other Indebtedness in full on or before the Repayment PlanDate, a written update shall constitute an Event of Default under Section 8.1 of the Credit Agreement, entitling the Agent and Lenders to any information contained exercise their rights and remedies under the Loan Documents and other applicable law. e. In addition to Agent and Xxxxxxx other remedies set forth in the Repayment Plan which Credit Agreement and other Loan Documents, Borrowers and Guarantors agree that upon the occurrence of any Event of Default: i. Agent and Xxxxxxx may request the Borrowers and Guarantors to, and the Borrower and Guarantors shall, on or before the seventh (7th) day following the request by Agent and Xxxxxxx, amend the Engagement Letter with Advisor to expand the Advisor’s scope of services to include such services as are acceptable to the Agent and Majority Lenders in their discretion; and ii. Agent and Xxxxxx may request the Borrowers and Guarantors to, and Xxxxxxxxx and Guarantors shall, on or before the seventh (7th) day following the request by Agent and Xxxxxxx, engage a professional services firm of sufficient experience, knowledge and reputation to assist Xxxxxxxxx, Guarantors and Advisor with accomplishing the Advisor’s mandate and the operation of Borrowers’ and Guarantors’ businesses. iii. Agent and Lenders may enforce their rights under the Loan Documents and applicable law, including, but not limited to, their rights under this paragraph (e), through appointment of a receiver over the Borrowers and Guarantors and their respective businesses and assets. Xxxxxxxxx and Guarantors consent to the appointment of a receiver and waive any right to contest the appointment of a receiver. With regard to the appointment of a receiver, Agent and Lenders shall have changed since include the date following rights: (x) Agent and Lender shall be entitled to appointment of delivery a receiver as a matter of right; (y) the receiver may serve without bond; and (z) all fees and expenses of the Repayment Plan receiver and professional advisors employed by the receiver that are paid for by the Lenders shall become part of the Indebtedness and shall be payable on demand, and shall bear interest at the Applicable Interest Rate. f. Obligors shall grant the Agent and its agents and other designees, full access to Advisor, and Advisor’s reports, findings , workpapers and analysis of Obligors’ and their businesses at such time and times during business hours and at such locations as the Agent shall reasonably request. This shall include, but not be limited to, written copies of contact logs, and copies of all reports and analysis prepared by Advisor summarizing any proposals, indications of interest, and term sheets submitted to or an update theretoreceived by Advisor, including information regarding anticipated asset sale datesbut shall not include access to attorney work product or any other documents subject to attorney-client privilege or other similar privileges. In addition, sale terms, the progress of each asset sale, additional assets to be sold Obligors will make Advisor’s appropriate officers and additional actions to be taken to permanently repay the Notes and the Bank Obligations as required pursuant to paragraph 4A. (c) The Company’s covenants and obligations under subsection (a) and (b) of this paragraph 5H(xii) shall cease and be deemed satisfied upon the delivery consultants available to the Required Holders of a duly executed commitment letter for a refinancing transaction Agent and its agents and designees, to permanently repay all Notes discuss the information in any reports delivered to the Agent or Lenders and all Bank Obligations in full, and receipt of informal indications of any rating required with respect to such refinancing (which questions the Agent or Lenders may be verbal); provided that the Company’s covenants and obligations under subsection (a) and (b) of this paragraph 5H(xii) shall be fully reinstated and binding if such commitment letter is subsequently terminated or the refinancing transaction contemplated thereby does not permanently repay all Notes and all Bank Obligations in full by June 30, 2010;have.

REPAYMENT PLAN. (a) On Notwithstanding anything contained in any of the Loan Documents to the contrary, on or before April 15February 17, 20102023 (the “Repayment Date”), written informationthe Borrowers and Guarantors shall repay the Indebtedness, in form including without limitation all outstanding principal balance of the Loans and substance satisfactory all accrued and unpaid interest thereon, as well as all other costs and expenses. a. Borrowers have retained X. Xxxxx Securities, Inc as advisor to the Required Holders, describing Borrowers and Guarantors (ithe “Advisor”) assets anticipated to be sold and other sources of cash to repay the Notes and the Bank Obligations, (ii) the anticipated timeline for the sale of such assets or receipt of such sources of cash, (iii) the anticipated proceeds from such asset sales and cash sources, and (iv) projected reductions in the principal amount of the Notes and the Bank Obligations resulting from the expected application of such anticipated proceeds from such asset sales and cash sources, together with any other information the Required Holders shall reasonably request in connection therewith, in each case demonstrating the Company’s ability to repay the Notes and the Banks Obligations as required pursuant to paragraph 4A an engagement letter dated July 28, 2022, as amended by amendment to engagement letter dated October 13, 2022 (collectively, the “Engagement Letter”). As part of the Advisor’s scope of engagement, the Advisor and Borrowers have provided to the Agent and Lenders: (i) Advisor’s Strategic Alternatives Report dated September 9, 2022, which reviews Borrowers’ strategic alternatives designed to repay the outstanding principal balance of the Loans, all accrued and unpaid interest and all other costs and expenses owed and other Indebtedness by the Borrowers and Guarantors under the Loan Documents (the “Advisor Report”); and (ii) Borrowers’ detailed plan for repayment of the Loans and other Indebtedness on or before the Repayment Date (the “Repayment Plan”) by pursuing one or more equity or debt transaction(s) (each, a “Refinancing Transaction”). Borrower shall amend the Engagement Letter to expand the scope of services to (i) assist Xxxxxxxx and Guarantors with accomplishing the Advisor’s mandate; (ii) enhancing and improving the operation of Borrowers’ and Guarantors’ businesses; and (iii) such other services as are acceptable to the Agent and Majority Lenders and provide a copy of the amended Engagement Letter to the Agent and Lenders on or before February 7, 2023. In connection with such amendment the Borrower shall provide the Agent and Xxxxxxx with drafts of proposed amendments to the Engagement Letter to enable the Agent and Lenders to review and approve the expanded scope of services to be provided by the Advisor. b. On or before February 14, 2023 the Borrowers and Advisor shall deliver to the Agent (bi) On at least one fully-executed term sheet from a counterparty of known standing in the first Business Day of each calendar month after business community possessing demonstrated financial wherewithal (or demonstrated experience in organizing or coordinating funding with other funding sources) to consummate a Refinancing Transaction with the delivery Borrowers and Guarantors, which term sheet describes a transaction which provides for sufficient net proceeds to the Borrowers to repay the Loans and other Indebtedness in full on or before the Repayment Date or that is otherwise acceptable to the lenders; and (ii) evidence satisfactory to the Agent that the parties to the term sheet have commenced to prepare definitive documentation necessary to consummate the Refinancing Transaction. Agent and Lenders understand that the Refinancing Transaction may encompass one or more financing sources including senior debt, subordinated debt, and equity financing and that the condition set forth in this 7A(b) may be satisfied by one or more term sheets. c. Borrowers and Guarantors acknowledge and agree that failure to meet any of the milestone dates set forth in this Section 7A, including repayment of the Loans and other Indebtedness in full on or before the Repayment PlanDate, a written update shall constitute an Event of Default under Section 8.1 of the Credit Agreement, entitling the Agent and Lenders to any information contained exercise their rights and remedies under the Loan Documents and other applicable law. d. In addition to Agent and Xxxxxxx other remedies set forth in the Repayment Plan which Credit Agreement and other Loan Documents, Borrowers and Guarantors agree that upon the occurrence of any Event of Default, Agent and Lenders may enforce their rights under the Loan Documents and applicable law, including, but not limited to, their rights under this paragraph (e), through appointment of a receiver over the Borrowers and Guarantors and their respective businesses and assets. Xxxxxxxxx and Guarantors consent to the appointment of a receiver and waive any right to contest the appointment of a receiver. With regard to the appointment of a receiver, Agent and Lenders shall have changed since include the date following rights: (x) Agent and Lender shall be entitled to appointment of delivery a receiver as a matter of right; (y) the receiver may serve without bond; and (z) all fees and expenses of the Repayment Plan receiver and professional advisors employed by the receiver that are paid for by the Lenders shall become part of the Indebtedness and shall be payable on demand, and shall bear interest at the Applicable Interest Rate. e. Obligors shall grant the Agent and its agents and other designees, full access to Advisor, and Advisor’s reports, findings , workpapers and analysis of Obligors’ and their businesses at such time and times during business hours and at such locations as the Agent shall reasonably request. This shall include, but not be limited to, written copies of contact logs, and copies of all reports and analysis prepared by Advisor summarizing any proposals, indications of interest, and term sheets submitted to or an update theretoreceived by Advisor, including information regarding anticipated asset sale datesbut shall not include access to attorney work product or any other documents subject to attorney-client privilege or other similar privileges. In addition, sale terms, the progress of each asset sale, additional assets to be sold Obligors will make Advisor’s appropriate officers and additional actions to be taken to permanently repay the Notes and the Bank Obligations as required pursuant to paragraph 4A. (c) The Company’s covenants and obligations under subsection (a) and (b) of this paragraph 5H(xii) shall cease and be deemed satisfied upon the delivery consultants available to the Required Holders of a duly executed commitment letter for a refinancing transaction Agent and its agents and designees, to permanently repay all Notes discuss the information in any reports delivered to the Agent or Lenders and all Bank Obligations in full, and receipt of informal indications of any rating required with respect to such refinancing (which questions the Agent or Lenders may be verbal); provided that the Company’s covenants and obligations under subsection (a) and (b) of this paragraph 5H(xii) shall be fully reinstated and binding if such commitment letter is subsequently terminated or the refinancing transaction contemplated thereby does not permanently repay all Notes and all Bank Obligations in full by June 30, 2010;have.