Common use of Additional Affirmative Covenants of the Caesars Parties Clause in Contracts

Additional Affirmative Covenants of the Caesars Parties. Subject to the terms and conditions hereof, for the duration of the Restructuring Support Period, the Company and CEC after a CEC Petition Date, as applicable, shall: (i) to the extent permitted by the Bankruptcy Court and applicable law, cause the signature pages attached to this Agreement to be redacted to the extent this Agreement is filed on the docket maintained in the Chapter 11 Cases, a CEC Chapter 11 Case, or a CEC Bankruptcy Event, posted on the Company’s or CEC’s website, or otherwise made publicly available; (ii) to the extent not otherwise paid in connection with the Chapter 11 Cases (including pursuant to any debtor-in-possession financing or the Cash Collateral Stipulation), promptly pay in cash (A) upon the execution of this Agreement by the Company, all accrued First Xxxx Xxxx Fees and Expenses for which invoices or receipts are furnished by the First Xxxx Xxxx Professionals and/or Consenting Creditors, (B) following the execution of this Agreement by the Company and prior to the Petition Date, all First Xxxx Xxxx Fees and Expenses for which invoices or receipts are furnished by the First Xxxx Xxxx Professionals and/or Consenting Creditors, and (C) after the Petition Date, subject to the Bankruptcy Court’s approval of the Company’s use of Cash Collateral, all unpaid First Xxxx Xxxx Fees and Expenses incurred after the date of this Agreement from time to time, in any event within ten (10) Business Days of delivery to the Company of any applicable invoice or receipt, which shall be in compliance with any order of the Bankruptcy Court and payment of which shall be authorized pursuant to the Cash Collateral Stipulation. For the avoidance of doubt, invoices on account of First Xxxx Xxxx Professional Fees shall contain summary detail of services performed to enable the Company to determine the reasonableness of such First Xxxx Xxxx Professional Fees. The Company’s obligations to pay the First Xxxx Xxxx Professional Fees shall not be affected or reduced by the payment of any First Xxxx Xxxx Professional Fees by any holder of First Xxxx Xxxx Debt, irrespective of whether such holder remains a holder of First Xxxx Xxxx Debt as of the date of this Agreement or is a Consenting Creditor; and (iii) use commercially reasonable efforts and work in good faith to finalize the form of the Management Lease and Support Agreements, Master Lease Agreements, the PropCo First Lien Credit Agreement, the PropCo First Lien Notes Indenture, the PropCo Second Lien Notes Indenture, the PropCo Call Right Agreements, the Right of First Refusal Agreement, and the Tax Sharing Agreement (each as defined in the Modified Plan) so that before the commencement of the hearing on confirmation of the Modified Plan each such document has been filed in the Plan Supplement in forms that are (i) consistent with this Agreement, the Restructuring Term Sheet, any schedules, annexes, or exhibits attached hereto or thereto, and (ii) otherwise reasonably satisfactory to the Requisite Consenting Creditors (as evidenced by their written approval, which approval may be conveyed in writing by counsel including by electronic mail).

Additional Affirmative Covenants of the Caesars Parties. Subject to the terms and conditions hereof, for the duration of the Restructuring Support Period, the Company and CEC (after a CEC Petition Date), as applicable, shall: (i) to the extent permitted by the Bankruptcy Court and applicable law, cause the signature pages attached to this Agreement to be redacted to the extent this Agreement is filed on the docket maintained in the Chapter 11 Cases, Cases or a CEC Chapter 11 Case, or a CEC Bankruptcy Event, posted on the Company’s or CEC’s website, or otherwise made publicly available; (ii) to the extent not otherwise paid in connection with the Chapter 11 Cases (including pursuant to any debtor-in-possession financing or the Cash Collateral Stipulation), promptly pay in cash (A) upon the execution of this Agreement by the Company, all accrued First Xxxx Xxxx Lien Bank Fees and Expenses for which invoices or receipts are furnished by the First Xxxx Xxxx Lien Bank Professionals and/or Consenting Creditors, (B) following the execution of this Agreement by the Company and prior to the Petition Date, all First Xxxx Xxxx Fees and Expenses for which invoices or receipts are furnished by the First Xxxx Xxxx Professionals and/or Consenting Bank Creditors, and (CB) after the Petition Date, subject to the Bankruptcy Court’s approval of the Company’s use of Cash Collateral, all unpaid First Xxxx Xxxx Lien Bank Fees and Expenses incurred after the date of this Agreement from time to time, in any event within ten (10) Business Days of delivery to the Company of any applicable invoice or receipt, which shall be in compliance with any order of the Bankruptcy Court and payment of which shall be authorized pursuant to the Cash Collateral Stipulation. For the avoidance of doubt, invoices on account of First Xxxx Xxxx Lien Bank Professional Fees shall contain summary detail of services performed to enable the Company to determine the reasonableness of such First Xxxx Xxxx Lien Bank Professional Fees. The Company’s obligations to pay the First Xxxx Xxxx Lien Bank Professional Fees shall not be affected or reduced by the payment of any First Xxxx Xxxx Lien Bank Professional Fees by any holder of First Xxxx Xxxx Lien Bank Debt, irrespective of whether such holder remains a holder of First Xxxx Xxxx Lien Bank Debt as of the date of this Agreement or is a Consenting Bank Creditor; (iii) in connection with a CEC Chapter 11 Case, to the extent not otherwise paid in connection therewith (including pursuant to any debtor-in-possession financing or cash collateral stipulation), promptly pay in cash (A) all accrued First Lien Bank Fees and Expenses for which invoices or receipts are furnished by the First Lien Bank Professionals and/or Consenting Bank Creditors, and (B) subject to the Bankruptcy Court’s approval of CEC’s use of Cash Collateral, all unpaid First Lien Bank Fees and Expenses incurred after the date of this Agreement from time to time, in any event within ten (10) Business Days of delivery to CEC of any applicable invoice or receipt. For the avoidance of doubt, invoices on account of First Lien Bank Professional Fees shall contain summary detail of services performed to enable CEC to determine the reasonableness of such First Lien Bank Professional Fees. CEC’s obligations to pay the First Lien Bank Professional Fees shall not be affected or reduced by the payment of any First Lien Bank Professional Fees by any holder of First Lien Bank Debt, irrespective of whether such holder remains a holder of First Lien Bank Debt as of the date of this Agreement or is a Consenting Bank Creditor; and (iiiiv) use commercially reasonable efforts and work in good faith if required, amend the CEOC Plan to finalize the form of the Management Lease and Support Agreementsprovide for (and, Master Lease Agreementsif applicable, the PropCo First Lien Credit Agreement, the PropCo First Lien Notes Indenture, the PropCo Second Lien Notes Indenture, the PropCo Call Right Agreements, the Right of First Refusal Agreement, and the Tax Sharing Agreement (each as defined include in the Modified CEC Plan) so that before (A) the commencement of the hearing on confirmation of the Modified Plan each such document has been filed in the Plan Supplement in forms that are (i) consistent with this Agreement, the Restructuring Term Sheet, any schedules, annexes, or exhibits attached hereto or theretoSupplemental Bank Creditor Distribution, and (iiB) otherwise reasonably satisfactory if applicable, the additional currency to be provided to the Requisite Consenting Creditors (as evidenced by their written approval, which approval may be conveyed holders of First Lien Bank Claims pursuant to the most favored nations provisions contained in writing by counsel including by electronic mail)Section 5(g) of this Agreement.

Additional Affirmative Covenants of the Caesars Parties. (i) Subject to the terms and conditions hereof, for the duration of the Restructuring Support Period, the Company and CEC (after a CEC Petition Date), as applicable, shall: (i) shall to the extent permitted by the Bankruptcy Court and applicable law, cause the signature pages attached to this Agreement to be redacted to the extent this Agreement is filed on the docket maintained in the Chapter 11 Cases, Cases or a CEC Chapter 11 Case, or a CEC Bankruptcy Event, posted on the Company’s or CEC’s website, or otherwise made publicly available;. (ii) CEC shall pay, subject to the extent not otherwise paid in connection with the Chapter 11 Cases (including pursuant and following receipt by counsel to any debtor-in-possession financing or the Cash Collateral Stipulation), promptly pay in cash (A) upon the execution CEC of this Agreement by the Company, all accrued a properly completed IRS Form W-9 and a notarized writing that First Xxxx Xxxx Fees and Expenses for which invoices or receipts are furnished Debt held by the First Xxxx Xxxx Professionals and/or Consenting CreditorsParty are First Lien Fee Bonds, (BA) following one half (1/2) of the execution of this Agreement by the Company and prior 1L RSA Forbearance Fee to the Petition Date, all First Xxxx Xxxx Fees and Expenses for which invoices or receipts are furnished by Lien Fee Bond Parties on account of such lenders’ First Lien Fee Bonds on the First Xxxx Xxxx Professionals and/or Consenting Creditors, and (C) after the Petition Date, subject to the Bankruptcy Court’s approval later of the Company’s use of Cash Collateral, all unpaid First Xxxx Xxxx Fees and Expenses incurred after the date of this Agreement from time to time, in any event within ten (10) Business Days of delivery business days after the Agreement Effective Date or five (5) business days after CEC receives funds subject to the Company CIE Agreement in an amount sufficient to pay such amounts, and the Company, the Second Lien Committee and CEC hereby agree that distribution to CEC of any applicable invoice or receiptthe funds required to pay such amounts shall occur no later than five (5) business days after the Agreement Effective Date; and (B) one half (1/2) of the 1L RSA Forbearance Fee to the First Lien Fee Bond Parties on account of such lenders First Lien Fee Bonds on the Effective Date; provided, which further, that the aggregate amount of 1L RSA Forbearance Fees payable to First Lien Fee Bond Parties shall not exceed $15,000,000 in the aggregate, provided, further, that notwithstanding such $15,000,000 limit, First Lien Fee Bond Parties that are also parties to the Second Lien Cooperation Agreement and that enter into an agreement to terminate the Second Lien Cooperation Agreement shall be entitled to receive payment in compliance with any order full of the Bankruptcy Court and payment of which shall be authorized pursuant 1L RSA Forbearance Fees without regard to the Cash Collateral Stipulation$15,000,000 limit, provided, further, that the 1L RSA Forbearance Fees payable to First Lien Fee Bond Parties that agree to terminate the Second Lien Cooperation Agreement shall not exceed $11,644,000 in the aggregate. For the avoidance of doubt, invoices on account of First Xxxx Xxxx Professional Fees shall contain summary detail of services performed Consenting Second Lien Creditors entitled to enable receive the Company to determine the reasonableness of such First Xxxx Xxxx Professional Fees. The Company’s obligations to pay RSA Forbearance Fee (as defined in the First Xxxx Xxxx Professional Fees shall not be affected or reduced by RSA) pursuant to the payment terms of any the First Xxxx Xxxx Professional Fees by RSA or the First Lien Bank RSA shall continue to be entitled on the Effective Date to any holder of First Xxxx Xxxx Debt, irrespective of whether such holder remains a holder of unpaid portion thereof and shall not receive the 1L RSA Forbearance Fee under this Agreement with respect to First Xxxx Xxxx Debt as of the date of this Agreement or that is a Consenting Creditor; and (iii) use commercially reasonable efforts and work in good faith to finalize the form of the Management Lease and Support Agreements, Master Lease Agreements, the PropCo not First Lien Credit Agreement, the PropCo First Lien Notes Indenture, the PropCo Second Lien Notes Indenture, the PropCo Call Right Agreements, the Right of First Refusal Agreement, and the Tax Sharing Agreement (each as defined in the Modified Plan) so that before the commencement of the hearing on confirmation of the Modified Plan each such document has been filed in the Plan Supplement in forms that are (i) consistent with this Agreement, the Restructuring Term Sheet, any schedules, annexes, or exhibits attached hereto or thereto, and (ii) otherwise reasonably satisfactory to the Requisite Consenting Creditors (as evidenced by their written approval, which approval may be conveyed in writing by counsel including by electronic mail)Fee Bonds.