Common use of Additional Provisions Regarding Company’s Commitments Clause in Contracts

Additional Provisions Regarding Company’s Commitments. (a) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the board of directors, board of managers, or similar governing body of a Company Party, after consulting with counsel, to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent taking or failing to take such action would be inconsistent with applicable Law or its fiduciary obligations under applicable Law; provided, however, that to the extent that any such action or inaction is inconsistent with this Agreement or would be deemed to constitute a breach hereunder, including a determination to pursue an Alternative Restructuring Proposal, the Company Parties shall provide the Consenting Stakeholders with written notice two (2) Business Days prior to when it or they intend to take such action or inaction. (b) Notwithstanding anything to the contrary in this Agreement, each Company Party and their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants, and other advisors or representatives shall have the rights to: (i) consider, respond to, and facilitate Alternative Restructuring Proposals; (ii) provide access to non-public information concerning any Company Party to any Entity or enter into Confidentiality Agreements or nondisclosure agreements with any Entity; (iii) maintain or continue discussions or negotiations with respect to Alternative Restructuring Proposals; (iv) otherwise cooperate with, assist, participate in, or facilitate any inquiries, proposals, discussions, or negotiation of Alternative Restructuring Proposals; and (v) enter into or continue discussions or negotiations with holders of Claims against or Existing Equity Interests in a Company Party (including any Consenting Stakeholder), any other party in interest (including, if applicable, in the Chapter 11 Cases (including any official committee and the United States Trustee)), or any other Entity regarding the Restructuring Transactions or Alternative Restructuring Proposals. At all times prior to the date on which the Company Parties enter into a definitive agreement in respect of an Alternative Restructuring Proposal, the Company Parties shall provide to Akin Gump with updates on the status of any discussions regarding an Alternative Restructuring Proposal and a copy of any written offer or proposal for such Alternative Restructuring Proposal within three (3) Business Days of the Company Parties’ or their advisors’ receipt of such offer or proposal. (c) Nothing in this Agreement shall: (i) impair or waive the rights of any Company Party to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; or (ii) prevent any Company Party from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement.

Additional Provisions Regarding Company’s Commitments. (a) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the board of directors, board of managers, or similar governing body of a Company Party, after consulting with counsel, to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent taking or failing to take such action would be inconsistent with applicable Law or its fiduciary obligations under applicable Law; provided, however, that to the extent that any such action or inaction is inconsistent with this Agreement or would be deemed to constitute a breach hereunder, including a determination to pursue an Alternative Restructuring Proposal, the Company Parties shall provide the Initial Consenting Stakeholders with written notice (and, in the event that the Initial Commitment Parties are provided with such written notice, counsel to Saba) two (2) Business Days prior to when it or they intend to take such action or inaction. (b) Notwithstanding anything to the contrary in this Agreement, each Company Party and their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants, and other advisors or representatives shall have the rights to: (i) consider, respond to, and facilitate Alternative Restructuring Proposals; (ii) provide access to non-public information concerning any Company Party to any Entity or enter into Confidentiality Agreements or nondisclosure agreements with any Entity; (iii) maintain or continue discussions or negotiations with respect to Alternative Restructuring Proposals; (iv) otherwise cooperate with, assist, participate in, or facilitate any inquiries, proposals, discussions, or negotiation of Alternative Restructuring Proposals; and (v) enter into or continue discussions or negotiations with holders of Claims against or Existing Equity Interests in a Company Party (including any Consenting Stakeholder), any other party in interest (including, if applicable, in the Chapter 11 Cases (including any official committee and the United States Trustee)), or any other Entity regarding the Restructuring Transactions or Alternative Restructuring Proposals. At all times prior to the date on which the Company Parties enter into a definitive agreement in respect of an Alternative Restructuring Proposal, the Company 49 Parties shall provide to Akin Gump with updates on the status of any discussions regarding an Alternative Restructuring Proposal and a copy of any written offer or proposal for such Alternative Restructuring Proposal within three (3) Business Days of the Company Parties’ or their advisors’ receipt of such offer or proposal. (c) Nothing in this Agreement shall: (i) impair or waive the rights of any Company Party to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; or (ii) prevent any Company Party from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement.

Additional Provisions Regarding Company’s Commitments. (a) 7.01. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the any director, board of directors, board of managers, special committee, manager, officer, or similar governing body of a Company Party, after consulting consultation with counsel, counsel (which may be external) to take any action or to refrain from taking any action inconsistent with respect his, her or its fiduciary duties to such Company Party (including terminating this Agreement). No action or inaction on the Restructuring part of any director, board of directors, board of managers, special committee, manager, officer, or similar governing body of any Company Party that such director, board of directors, board of managers, special committee, manager, officer, or similar governing body believes in good faith after consultation with counsel (which may be external) is required by its fiduciary duties to such Company Party shall be limited or precluded by this Agreement; provided, that, if any Company Party or director, board of directors, board of managers, special committee, manager, officer, or similar governing body thereof decides, in the exercise of its fiduciary duties acting in good faith after consultation with counsel (which may be external), to (i) pursue, assist, consent to, vote for, or enter into any agreement regarding, any Alternative Transaction Proposal in accordance with this Section, or (ii) that proceeding with the Transactions to the extent taking or failing to take such action would be inconsistent with applicable Law or the exercise of its fiduciary obligations under duties or applicable Law; provided, however, that to the extent that any such action or inaction is inconsistent with this Agreement or would be deemed to constitute a breach hereunder, including a determination to pursue an Alternative Restructuring Proposal, the Company Parties shall provide the Consenting Stakeholders with give prompt written notice two (2with email being sufficient), in any event within twenty-four (24) Business Days prior hours of such determination being made, to when it or they intend counsel to take such action or inactionthe Required Parties. (b) 7.02. Notwithstanding anything to the contrary in this Agreement, each Company Party and their its respective directors, officers, employees, investment bankers, attorneys, accountants, consultants, and other advisors or representatives shall have the rights right to: (i) considerconsider any proposals for Alternative Transaction Proposals, respond to, and facilitate Alternative Restructuring Proposals; (ii) provide access to non-public information concerning any Company Party to any Entity person or enter into Confidentiality Agreements confidentiality agreements or nondisclosure agreements with any Entityperson in connection with a proposal for an Alternative Transaction Proposal (or the exploration or formulation of the same) and executes and delivers a reasonable and customary confidentiality or nondisclosure agreement with the Company; (iii) receive, respond to, maintain or and continue discussions or negotiations with respect to any such proposal for an Alternative Restructuring Proposals; Transaction Proposal if such person or entity determines, in good faith upon advice of counsel (ivwhich may be outside counsel) otherwise cooperate with, assist, participate in, or facilitate any inquiries, proposals, discussions, or negotiation that failure to take such action would be inconsistent with the fiduciary duties of Alternative Restructuring Proposalssuch person under applicable law; and (viv) enter into or continue discussions or negotiations with holders of Claims against or Existing Equity Interests in a Company Party (including any Consenting Stakeholder)Lender regarding the Transactions or any proposal for an Alternative Transaction Proposal. The Company shall provide copies of any written proposals and all documentation received in connection therewith (and notice and description of all material terms of any oral proposals) for any Alternative Transaction Proposals to respective counsel to the Required Parties no later than twenty-four (24) hours following receipt thereof by the Company; provided, any other party in interest (includingthat, if applicable, the Company is bound by a binding confidentiality agreement that was in the Chapter 11 Cases (including any official committee and the United States Trustee)), or any other Entity regarding the Restructuring Transactions or Alternative Restructuring Proposals. At all times existence prior to the date on which Agreement Effective Date with a submitting party that prohibits the Company from providing counsel to the Required Parties enter into a definitive agreement in respect of an Alternative Restructuring Proposal, the Company Parties shall provide to Akin Gump with updates on the status of any discussions regarding an Alternative Restructuring Proposal and a copy of any written offer proposal, the Company shall only be obligated to provide a summary of all material terms thereof to counsel to the Required Parties no later than twenty-four (24) hours following receipt thereof by the Company. Notwithstanding anything to the contrary herein, nothing in this Agreement shall create or proposal for such Alternative Restructuring Proposal within three (3) Business Days impose any additional fiduciary obligations upon any Company Party or any of the Company Parties’ Consenting Stakeholders, or any members, partners, managers, managing members, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents or other representatives of the same or their advisors’ receipt respective affiliated entities, in such person’s capacity as a member, partner, manager, managing member, officer, director, employee, advisor, principal, attorney, professional, accountant, investment banker, consultant, agent or other representative of such offer or proposalParty, that such entities did not have prior to the Agreement Effective Date. (c) 7.03. Nothing in this Agreement shall: (i) impair or waive the rights of any Company Party to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; , or (ii) prevent any Company Party from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement. Nothing in this Agreement shall prevent the Company from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement.

Additional Provisions Regarding Company’s Commitments. (a) 8.01. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a the Company Party or the board of directors, board of managers, or similar governing body of a Company Partythe Company, after consulting with counsel, to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent taking or failing to take such action would be inconsistent with applicable Law or its fiduciary obligations under applicable Law, and any such action or inaction pursuant to Section 8.01 shall not be deemed to constitute a breach of this Agreement; provided, however, that to the extent that any such action or inaction is inconsistent with this Agreement or would be deemed to constitute a breach hereunder, including a determination to pursue an Alternative Restructuring Proposal, the Company Parties shall provide the Consenting Stakeholders with written notice of any such action or inaction within two (2) Business Days prior to when it or they intend to take of such action or inaction. (b) 8.02. Notwithstanding anything to the contrary in this Agreement, each but subject to the terms of Section 8.01 and through the date of the Auction (as such term shall be defined in the Bidding Procedures Order), the Company Party and their its respective directors, officers, employees, investment bankers, attorneys, accountants, consultants, and other advisors or representatives shall have the rights to: (ia) consider, respond to, and facilitate Alternative Restructuring Proposals; (iib) provide access to non-public information concerning any the Company Party to any Entity or enter into Confidentiality Agreements or nondisclosure agreements with any Entity; (iiic) maintain or continue discussions or negotiations with respect to Alternative Restructuring Proposals; (ivd) otherwise cooperate with, assist, participate in, or facilitate any inquiries, proposals, discussions, or negotiation of Alternative Restructuring Proposals; and (ve) enter into or continue discussions or negotiations with holders of Claims against or Existing Equity Interests in a Company Party Debtor (including any Consenting Stakeholder), any other party in interest (including, if applicable, in the Chapter 11 Cases (including any official committee and the United States Trustee)), or any other Entity regarding the Restructuring Transactions or Alternative Restructuring Proposals. At all times prior ; provided, however, notwithstanding anything to the date on which contrary herein, if the Company Parties enter into receives a definitive agreement proposal or expression of interest (orally or in respect of writing) from a third party regarding an Alternative Restructuring Proposal, the Company Parties shall (i) provide counsel to Akin Gump the Consenting Stakeholders with updates on the status of any discussions regarding an Alternative Restructuring Proposal and a copy of any written offer or proposal for such Alternative Restructuring Proposal within three one (31) Business Days Day, including the identity of the Company Parties’ party or their advisors’ receipt parties making such proposal or expression of such offer or proposalinterest. (c) 8.03. Nothing in this Agreement shall: (ia) impair or waive the rights of any Company Party Debtor to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; or (iib) prevent any Company Party Debtor from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement.

Additional Provisions Regarding Company’s Commitments. (a) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a any Company Party or the board Board of Directors of any Company Party (including any directors, board officers, managers or employees of managers, or similar governing body of a any Company Party), as applicable, after consulting with counsel, to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent taking or failing to take such action would be inconsistent with the I Squared Infrastructure Sale Agreement, applicable Law Law, or its fiduciary obligations under applicable Law; provided, however, that to the extent that and any such action or inaction is inconsistent with pursuant to this Agreement or would Section 5.03 shall not be deemed to constitute a breach hereunder, including a determination to pursue an Alternative Restructuring Proposal, the Company Parties shall provide the Consenting Stakeholders with written notice two (2) Business Days prior to when it or they intend to take such action or inactionof this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, but subject to the terms of Section 5.03(a) of this Agreement, each Company Party and their its respective directors, officers, employees, investment bankers, attorneys, accountants, consultants, consultants and other advisors or representatives shall have the rights right to: (i) consider, consider and respond to, and facilitate to Alternative Restructuring Proposalsproposals; (ii) provide access to non-public information concerning any Company Party to any Entity or enter into Confidentiality Agreements or nondisclosure agreements with any Entity; or (iii) maintain or continue discussions or negotiations with respect to Alternative Restructuring Proposals; (iv) otherwise cooperate with, assist, participate in, or facilitate any inquiries, proposals, discussions, or negotiation of Alternative Restructuring Proposals; Restructurings and (v) enter into or continue discussions or negotiations with holders of Claims against or Existing Equity Company Claims/Interests in a Company Party (including any Consenting Stakeholder), Creditor or any other party in interest (including, if applicable, in the Chapter 11 Cases (including any official committee and the United States Trustee)), holder of Existing GTT Equity Interests) or any other Entity regarding the Restructuring Transactions or and/or any Alternative Restructuring Proposals. At all times prior to the date on which the Company Parties enter into a definitive agreement in respect of an Alternative Restructuring ProposalRestructuring; provided, that the Company Parties shall (x) provide to Akin Gump with updates on the status of any discussions regarding an Alternative Restructuring Proposal and a copy of any written offer or proposal for such Alternative Restructuring Proposal proposal (and notice of, and a written summary of, any oral Alternative Restructuring proposal) within three twenty-four (324) Business Days hours of the Company Parties’ or their advisors’ receipt of such offer Alternative Restructuring proposal to the Consenting Creditors’ Advisors and (y) provide such information to the Consenting Creditors’ Advisors as reasonably requested by such Parties or proposalas necessary to keep the Consenting Creditors’ Advisors contemporaneously informed as to the status and substance of such discussions. (c) Nothing in this Agreement shall create any additional fiduciary obligations on the part of any Company Party or any members, partners, managers, managing members, equity holders, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents, or other representatives of the same or their respective affiliated entities, in such person’s capacity as a member, partner, manager, managing member, equity holder, officer, director, employee, advisor, principal, attorney, professional, accountant, investment banker, consultant, agent, or other representative of such Company Party or its affiliated entities, that such persons or entities did not have prior to the execution of this Agreement. (d) Nothing in this Agreement shall: (i) impair or waive the rights of any Company Party to assert or raise any objection permitted under this Agreement in connection with the Restructuring TransactionsAgreement; or (ii) prevent any Company Party from enforcing this Agreement or contesting whether any matter, fact, fact or thing is a breach of, or is inconsistent with, this Agreement.