Common use of Bankruptcy Court Filings Clause in Contracts

Bankruptcy Court Filings. As soon as practicable in advance of filing with the Bankruptcy Court, the Borrower Parties shall provide the Agent and Lenders with copies of (i) the motion seeking approval of and proposed forms of the Interim Order and the Final Order, which motion shall be in form and substance reasonably satisfactory to the Agent and the Majority Lenders, and which orders shall be in form and substance satisfactory to the Agent and the Majority Lenders in their sole discretion, (ii) the Bid Procedures Motion, which motion shall be in form and substance reasonably satisfactory to the Agent and the Majority Lenders, and the proposed form of the Bid Procedures Order, which order shall contain bidding procedures that include as a requirement of any sale that any successful bidder for the Borrower Parties’ assets or Equity Interests agree to ensure, and provide adequate assurance regarding, the completion of all work related to the Tournaments (as defined in the Postpetition PGA TOUR Contract) under the Postpetition PGA TOUR Contract and otherwise be in form and substance satisfactory to Agent and the Majority Lenders in their sole discretion, (iii) all other proposed orders and pleadings related to the financing contemplated hereunder, which orders and pleadings shall be in form and substance satisfactory to the Agent and the Majority Lenders, (iv) any plan of reorganization or liquidation, and/or any disclosure statement related to such plan (which plan or disclosure statement shall comply with the requirements set forth herein), which plan of reorganization or liquidation and any related disclosure statement shall be in form and substance satisfactory to Agent and the Majority Lenders, (v) any motion, and proposed form of order, seeking to extend or otherwise modify the Borrower Parties’ exclusive periods set forth in section 1121 of the Bankruptcy Code, which motion and proposed order shall be in form and substance satisfactory to Agent and the Majority Lenders, (vi) any motion, other than the Bid Procedures Motion, seeking approval of any sale of any Borrower Party’s assets, which motion shall be in form and substance acceptable to the Agent and the Majority Lenders and any proposed form of a bidding procedures order and sale order, which orders shall be in form and substance satisfactory to the Agent and the Majority Lenders in their respective sole discretion and (vii) any motion and proposed form of order filed with the Bankruptcy Court relating to the assumption, rejection, modification or amendment of any employment agreement, or the assumption, rejection, modification or amendment of any Material Contract, each of which motions and orders must be in form and substance satisfactory to the Agent and the Majority Lenders in their sole discretion.

Bankruptcy Court Filings. As soon (a) The Casa Seller shall take all actions as practicable in advance of may be reasonably necessary to cause the Sale Order to be issued and entered by the Bankruptcy Court and become a Final Order, including furnishing affidavits, declarations or other documents or information for filing with the Bankruptcy Court, the Borrower Parties which Sale Order shall provide for the Agent and Lenders with copies of (i) the motion seeking approval of and proposed forms transfer of the Interim Order Transferred Assets and the Final Order, which motion shall be in form and substance reasonably satisfactory Assumed Liabilities to Purchaser free from all successor or transferee Liability to the Agent and the Majority Lenders, and which orders shall be in form and substance satisfactory to the Agent and the Majority Lenders in their sole discretion, (ii) the Bid Procedures Motion, which motion shall be in form and substance reasonably satisfactory to the Agent and the Majority Lenders, and the proposed form fullest extent permitted by Section 363 of the Bid Procedures Order, which order Bankruptcy Code. The Casa Seller shall contain bidding procedures that include as a requirement of any sale that any successful bidder for comply (or obtain an Order from the Borrower Parties’ assets or Equity Interests agree to ensure, and provide adequate assurance regarding, the completion of Bankruptcy Court waiving compliance) with all work related to the Tournaments (as defined in the Postpetition PGA TOUR Contract) requirements under the Postpetition PGA TOUR Contract and otherwise be in form and substance satisfactory to Agent and the Majority Lenders in their sole discretion, (iii) all other proposed orders and pleadings related to the financing contemplated hereunder, which orders and pleadings shall be in form and substance satisfactory to the Agent and the Majority Lenders, (iv) any plan of reorganization or liquidation, and/or any disclosure statement related to such plan (which plan or disclosure statement shall comply with the requirements set forth herein), which plan of reorganization or liquidation and any related disclosure statement shall be in form and substance satisfactory to Agent and the Majority Lenders, (v) any motion, and proposed form of order, seeking to extend or otherwise modify the Borrower Parties’ exclusive periods set forth in section 1121 applicable provisions of the Bankruptcy Code, which motion and proposed order shall be in form and substance satisfactory to Agent the Federal Rules of Bankruptcy Procedure, and the Majority LendersLocal Bankruptcy Rules for the Bankruptcy Court in obtaining the entry of the Sale Order. Purchaser agrees that it will promptly take such actions as are reasonably requested by the Casa Seller to assist in obtaining entry of the Sale Order, (viincluding a finding of adequate assurance of future performance by Xxxxxxxxx, including by furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Purchaser under this Agreement and demonstrating that Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code. If the Sale Order, or any motion, other than the Bid Procedures Motion, seeking approval orders of any sale of any Borrower Party’s assets, which motion shall be in form and substance acceptable to the Agent and the Majority Lenders and any proposed form of a bidding procedures order and sale order, which orders shall be in form and substance satisfactory to the Agent and the Majority Lenders in their respective sole discretion and (vii) any motion and proposed form of order filed with the Bankruptcy Court relating to this Agreement or the assumptionTransactions are appealed by any Person (or if any petition for certiorari or motion for reconsideration, rejectionamendment, modification clarification, modification, vacation, stay, rehearing or amendment of any employment agreementreargument shall be filed with respect to the Bid Procedures Order and the Sale Order, or the assumptionsuch other Order), rejectionsubject to rights otherwise arising from this Agreement, modification Casa Seller shall take all actions as may be reasonably necessary to prosecute and defend such appeal, petition or amendment of any Material Contract, each of which motions motion and orders must be in form and substance satisfactory to the Agent and the Majority Lenders in their sole discretionobtain an expedited resolution thereof.

Bankruptcy Court Filings. As soon The Sellers shall use reasonable best efforts to obtain entry of the Bid Procedures Order and the Sale Order. The Purchaser agrees that it will promptly take such actions as practicable are reasonably requested by the Sellers to assist in advance obtaining entry of the Bid Procedures Order and the Sale Order and a finding of adequate assurance of future performance by the Purchaser of the Assigned Contracts, including furnishing affidavits or other documents or information for filing with the Bankruptcy CourtCourt for the purposes, among others, of providing necessary assurances of performance by the Borrower Parties Purchaser under this Agreement and demonstrating that the Purchaser is a “good faith” purchaser under section 363(m) of the Bankruptcy Code. Sellers shall consult with the Purchaser and its representatives concerning any order of the Bankruptcy Court relating to this Agreement or the Chapter 11 Cases and use reasonable best efforts to provide the Agent and Lenders Purchaser with copies of (i) all applications, pleadings, proposed orders and other material documents relating to such proceedings as soon as reasonably practicable prior to any submission thereof to the motion seeking approval of and proposed forms Bankruptcy Court. If any order of the Interim Order and the Final Order, which motion Bankruptcy Court relating to this Agreement shall be in form appealed by any Person (or a petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or re-argument shall be filed with respect to any such order), Sellers shall diligently defend against such appeal, petition or motion and substance reasonably satisfactory shall use commercially reasonable efforts to obtain an expedited resolution of any such appeal, petition or motions; provided, that Sellers shall consult with the Purchaser regarding the status of any such actions. Any changes to the Agent and the Majority Lenders, and which orders shall be in form and substance satisfactory to the Agent and the Majority Lenders in their sole discretion, (ii) the Bid Procedures Motion, which motion shall be in form and substance reasonably satisfactory to the Agent and the Majority Lenders, and the proposed form of the Bid Procedures OrderOrder or the Sale Order must be approved by the Purchaser. Sellers further covenant and agree that, which order shall contain bidding procedures that include as a requirement after the Closing, the terms of any sale that any successful bidder for the Borrower Parties’ assets or Equity Interests agree reorganization plan submitted to ensure, and provide adequate assurance regarding, the completion of all work related to the Tournaments (as defined in the Postpetition PGA TOUR Contract) under the Postpetition PGA TOUR Contract and otherwise be in form and substance satisfactory to Agent and the Majority Lenders in their sole discretion, (iii) all other proposed orders and pleadings related to the financing contemplated hereunder, which orders and pleadings shall be in form and substance satisfactory to the Agent and the Majority Lenders, (iv) any plan of reorganization or liquidation, and/or any disclosure statement related to such plan (which plan or disclosure statement shall comply with the requirements set forth herein), which plan of reorganization or liquidation and any related disclosure statement shall be in form and substance satisfactory to Agent and the Majority Lenders, (v) any motion, and proposed form of order, seeking to extend or otherwise modify the Borrower Parties’ exclusive periods set forth in section 1121 of the Bankruptcy Code, which motion and proposed order shall be in form and substance satisfactory to Agent and the Majority Lenders, (vi) any motion, other than the Bid Procedures Motion, seeking approval of any sale of any Borrower Party’s assets, which motion shall be in form and substance acceptable to the Agent and the Majority Lenders and any proposed form of a bidding procedures order and sale order, which orders shall be in form and substance satisfactory to the Agent and the Majority Lenders in their respective sole discretion and (vii) any motion and proposed form of order filed with the Bankruptcy Court relating or any other court by or with the support of Sellers for confirmation shall not conflict with, supersede, abrogate, nullify or restrict the terms of this Agreement, or in any way prevent or interfere with the consummation or performance of the transactions contemplated by this Agreement. Without in any way limiting the foregoing, from and after the date hereof until the date that is six (6) months after the Closing Date, no Seller shall voluntarily convert its Chapter 11 Case to the assumption, rejection, modification or amendment of any employment agreementa Chapter 7 bankruptcy case, or the assumptionappointment or a trustee or examiner with expanded powers to operate or manage the financial affairs, rejection, modification the business or amendment the reorganization of any Material ContractSeller in any of the Chapter 11 Cases, each of which motions and orders must be in form and substance satisfactory to without the Agent and the Majority Lenders in their sole discretionPurchaser’s prior written consent.

Bankruptcy Court Filings. As soon as practicable in advance of filing The Sellers shall file with the Bankruptcy Court, the Borrower Parties shall provide the Agent and Lenders with copies of (i) the Court a motion seeking approval of and proposed forms entry of the Interim Bidding Procedures Order and the Final Sale Order, which motion shall be in form motion, Bidding Procedures Order, Sale Order and substance reasonably satisfactory to the Agent related filings and the Majority Lenders, and which orders exhibits shall be in form and substance satisfactory to Purchaser, the Agent Trustee and the Majority Lenders Required Lenders. The Sellers shall attach to such motion and propose the entry of the Bidding Procedures Order and the Sale Order. Subject to Section 7.1, the Sellers shall thereafter pursue diligently the entry of the Bidding Procedures Order and the Sale Order. Purchaser agrees that it shall promptly take such actions as are reasonably requested by the Sellers to assist in obtaining entry of the Bidding Procedures Order and the Sale Order and a finding of adequate assurance of future performance by Purchaser of the Purchased Contracts, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Purchaser under this Agreement and demonstrating that Purchaser is a “good faith” purchaser under section 363(m) of the Bankruptcy Code. In the event that the entry of the Bidding Procedures Order or the Sale Order is appealed or a stay pending appeal is sought, the Sellers shall oppose the appeal or the stay pending appeal and seek the dismissal of any appeal (including a petition for certiorari, motion for rehearing, reargument, reconsideration or revocation). Notwithstanding the foregoing, any resulting changes to this Agreement or any Ancillary Agreement or resulting changes to the Bidding Procedure Order and the Sale Order shall be subject to Purchaser’s, the Trustee’s and the Required Lenders’ approval in their sole discretion. The Sellers shall provide Purchaser with drafts of any and all pleadings and proposed orders to be filed or submitted in connection with this Agreement and the transactions contemplated hereby, (ii) the Bid Procedures Motion, which motion and such pleadings and proposed orders shall be in form and substance reasonably satisfactory acceptable to Purchaser, the Agent Trustee and the Majority Required Lenders, and . The Sellers shall give Purchaser reasonable advance notice of any hearings regarding the proposed form motions required to obtain the issuance of the Bid Procedures Order, which order Sale Order and Purchaser and Trustee shall contain bidding procedures that include as a requirement of have the right to attend and seek to be heard at any sale that any successful bidder for the Borrower Parties’ assets or Equity Interests agree to ensure, and provide adequate assurance regarding, the completion of all work related to the Tournaments (as defined in the Postpetition PGA TOUR Contract) under the Postpetition PGA TOUR Contract and otherwise be in form and substance satisfactory to Agent and the Majority Lenders in their sole discretion, (iii) all other proposed orders and pleadings related to the financing contemplated hereunder, which orders and pleadings shall be in form and substance satisfactory to the Agent and the Majority Lenders, (iv) any plan of reorganization or liquidation, and/or any disclosure statement related to such plan (which plan or disclosure statement shall comply with the requirements set forth herein), which plan of reorganization or liquidation and any related disclosure statement shall be in form and substance satisfactory to Agent and the Majority Lenders, (v) any motion, and proposed form of order, seeking to extend or otherwise modify the Borrower Parties’ exclusive periods set forth in section 1121 of the Bankruptcy Code, which motion and proposed order shall be in form and substance satisfactory to Agent and the Majority Lenders, (vi) any motion, other than the Bid Procedures Motion, seeking approval of any sale of any Borrower Party’s assets, which motion shall be in form and substance acceptable to the Agent and the Majority Lenders and any proposed form of a bidding procedures order and sale order, which orders shall be in form and substance satisfactory to the Agent and the Majority Lenders in their respective sole discretion and (vii) any motion and proposed form of order filed with the Bankruptcy Court relating to the assumption, rejection, modification or amendment of any employment agreement, or the assumption, rejection, modification or amendment of any Material Contract, each of which motions and orders must be in form and substance satisfactory to the Agent and the Majority Lenders in their sole discretionhearings.

Bankruptcy Court Filings. As soon Seller shall use reasonable best efforts to make any filings, take all actions and obtain any and all relief from the Bankruptcy Court that is necessary or appropriate to consummate the transactions contemplated by this Agreement and the other Transaction Documents as practicable promptly as possible following the date hereof. Each of Seller and Xxxxx agrees that it will promptly take such actions as are reasonably requested by the other party to assist in advance obtaining entry of the Sale Order and a finding of adequate assurance of future performance by Xxxxx, including furnishing affidavits or other documents or information for filing with the Bankruptcy CourtCourt for the purposes, among others, of providing necessary assurances of performance by Buyer under this Agreement and demonstrating that Buyer is a “good faith” purchaser under Section 363(m) of the Borrower Parties Bankruptcy Code and that the Consideration was not controlled by an agreement in violation of Section 363(n) of the Bankruptcy Code. In the event the Sale Order shall provide be appealed or a stay pending appeal is requested with respect to the Agent Sale Order, Seller shall immediately notify Buyer of such appeal or stay request and, at its own expense, shall use its reasonable best efforts to defend such appeal or stay request. Seller and Lenders Xxxxx agree to use their reasonable best efforts to obtain an expedited resolution of such appeal or stay request; provided that nothing herein shall preclude Seller and Buyer from consummating the transactions contemplated hereby if the Sale Order shall have been entered and has not been stayed and Buyer, in its sole discretion, waives in writing the condition that the Sale Order be a Final Order. Seller shall be responsible for making all appropriate filings relating to the transactions contemplated hereby with copies of the Bankruptcy Court and any relevant appellate court, which filings shall be submitted, to the extent practicable, to Buyer no later than two (2) Business Days prior to their filing for Buyer’s prior review and comment. Seller shall comply with all notice requirements (i) the motion seeking approval of and proposed forms of the Interim Order Bankruptcy Code and the Final OrderBankruptcy Rules, which motion shall be in form and substance reasonably satisfactory to the Agent and the Majority Lenders, and which orders shall be in form and substance satisfactory to the Agent and the Majority Lenders in their sole discretion, or (ii) imposed by the Bid Procedures Motion, which motion shall be in form and substance reasonably satisfactory to the Agent and the Majority Lenders, and the proposed form of the Bid Procedures Sale Order, which order shall contain bidding procedures in each case in connection with any pleadings, notice or motion to be filed in connection therewith. Seller further covenants and agrees that include as a requirement the terms of any sale that any successful bidder for the Borrower Parties’ assets or Equity Interests agree to ensure, and provide adequate assurance regarding, the completion of all work related to the Tournaments (as defined in the Postpetition PGA TOUR Contract) under the Postpetition PGA TOUR Contract and otherwise be in form and substance satisfactory to Agent and the Majority Lenders in their sole discretion, (iii) all other proposed orders and pleadings related to the financing contemplated hereunder, which orders and pleadings shall be in form and substance satisfactory to the Agent and the Majority Lenders, (iv) any plan of reorganization or liquidation, and/or or any disclosure statement related order of dismissal or conversion, submitted to such plan (which plan or disclosure statement shall comply with the requirements set forth herein), which plan of reorganization or liquidation and any related disclosure statement shall be in form and substance satisfactory to Agent and the Majority Lenders, (v) any motion, and proposed form of order, seeking to extend or otherwise modify the Borrower Parties’ exclusive periods set forth in section 1121 of the Bankruptcy Code, which motion and proposed order shall be in form and substance satisfactory to Agent and the Majority Lenders, (vi) any motion, other than the Bid Procedures Motion, seeking approval of any sale of any Borrower Party’s assets, which motion shall be in form and substance acceptable to the Agent and the Majority Lenders and any proposed form of a bidding procedures order and sale order, which orders shall be in form and substance satisfactory to the Agent and the Majority Lenders in their respective sole discretion and (vii) any motion and proposed form of order filed with the Bankruptcy Court relating to by the assumptionSeller shall not conflict with, rejectionsupersede, modification abrogate, nullify or amendment restrict the terms of any employment agreementthis Agreement, or in any way prevent or interfere with the assumption, rejection, modification consummation or amendment performance of any Material Contract, each of which motions and orders must be in form and substance satisfactory to the Agent and the Majority Lenders in their sole discretiontransactions contemplated by this Agreement.

Bankruptcy Court Filings. As soon as practicable in advance of filing with the Bankruptcy Court, the Borrower Loan Parties shall provide the Agent Lenders and Lenders the Agents with copies of (i) the motion seeking approval of and proposed forms of the Interim Order and the Final DIP Order, which motion shall be in form and substance reasonably satisfactory to the Agent Required Lenders (and the Majority Lenders, and which orders shall be in form and substance satisfactory to the extent any such motion shall by its terms amend, modify or otherwise affect the rights or duties of the Disbursing Agent and or the Majority Lenders in their sole discretionCollateral Agent under this Agreement or the other Loan Documents, the Agents), (ii) the Bid Sale Procedures Motion, which motion shall be in form and substance reasonably satisfactory to the Required Lenders (and to the extent the Sales Procedures Motion shall by its terms amend, modify or otherwise affect the rights or duties of the Disbursing Agent and or the Majority LendersCollateral Agent under this Agreement or the other Loan Documents, the Agents), in their sole discretion, and the proposed form of the Bid Sale Procedures Order, which order shall contain bidding procedures that include as a requirement of any sale that any successful bidder for the Borrower Parties’ assets or Equity Interests agree to ensure, and provide adequate assurance regarding, the completion of all work related to the Tournaments (as defined in the Postpetition PGA TOUR Contract) under the Postpetition PGA TOUR Contract and otherwise be in form and substance satisfactory to the Required Lenders (and to the extent the Sales Procedures Order shall by its terms amend, modify or otherwise affect the rights or duties of the Disbursing Agent and or the Majority Lenders Collateral Agent under this Agreement or the other Loan Documents, the Agents) in their sole discretion, (iii) all other proposed orders and pleadings related to the financing contemplated hereunder, which orders and pleadings shall be in form and substance satisfactory to the Required Lenders (and to the extent such order or pleading shall by its terms amend, modify or otherwise affect the rights or duties of the Disbursing Agent and or the Majority LendersCollateral Agent under this Agreement or the other Loan Documents, the Agents) in their sole discretion, (iv) any plan of reorganization or liquidation, and/or any disclosure statement related to such plan (which plan or disclosure statement shall comply with the requirements set forth herein), which plan of reorganization or liquidation and any related disclosure statement shall be in form and substance satisfactory to the Required Lenders (and to the extent such plan of reorganization or liquidation and any related disclosure statement shall by its terms amend, modify or otherwise affect the rights or duties of the Disbursing Agent and or the Majority LendersCollateral Agent under this Agreement or the other Loan Documents, the Agents) in their sole discretion, (v) any motion, and proposed form of order, seeking to extend or otherwise modify the Borrower Loan Parties’ exclusive periods set forth in section 1121 of the Bankruptcy Code, which motion and proposed order shall be in form and substance satisfactory to Agent and the Majority Lenders, (vi) any motion, other than the Bid Procedures Motion, seeking approval of any sale of any Borrower Party’s assets, which motion shall be in form and substance acceptable to the Agent and the Majority Lenders and any proposed form of a bidding procedures order and sale order, which orders shall be in form and substance satisfactory to the Agent and the Majority Lenders in their respective sole discretion and (vii) any motion and proposed form of order filed with the Bankruptcy Court relating to the assumption, rejection, modification or amendment of any employment agreement, or the assumption, rejection, modification or amendment of any Material Contract, each of which motions and orders must be in form and substance satisfactory to the Agent and the Majority Required Lenders in their sole discretion.,

Bankruptcy Court Filings. As soon as practicable in advance of filing The Sellers shall file with the Bankruptcy Court, the Borrower Parties shall provide the Agent and Lenders with copies of (i) the Court a motion seeking approval of and proposed forms entry of the Interim Bidding Procedures Order and the Final Sale Order, which motion shall be in form motion, Bidding Procedures Order, Sale Order and substance reasonably satisfactory to the Agent related filings and the Majority Lenders, and which orders exhibits shall be in form and substance satisfactory to Purchaser, the Agent Trustee and the Majority Lenders Required Lenders. The Sellers shall attach to such motion and propose the entry of the Bidding Procedures Order and the Sale Order. Subject to Section 7.1, the Sellers shall thereafter pursue diligently the entry of the Bidding Procedures Order and the Sale Order. Purchaser agrees that it shall promptly take such actions as are reasonably requested by the Sellers to assist in obtaining entry of the Bidding Procedures Order and the Sale Order and a finding of adequate assurance of future performance by Purchaser of the Purchased Contracts, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Purchaser under this Agreement and demonstrating that Purchaser is a “good faith” purchaser under section 363(m) of the Bankruptcy Code. In the event that the entry of the Bidding Procedures Order or the Sale Order is appealed or a stay pending appeal is sought, the Sellers shall oppose the appeal or the stay pending appeal and seek the dismissal of any appeal (including a petition for certiorari, motion for rehearing, reargument, reconsideration or revocation). Notwithstanding the foregoing, any resulting changes to this Agreement or any Ancillary Agreement or resulting changes to the Bidding Procedure Order and the Sale Order shall be subject to Purchaser’s, the Trustee’s and the Required Lenders’ approval in their sole discretion. The Sellers shall -63- provide Purchaser with drafts of any and all pleadings and proposed orders to be filed or submitted in connection with this Agreement and the transactions contemplated hereby, (ii) the Bid Procedures Motion, which motion and such pleadings and proposed orders shall be in form and substance reasonably satisfactory acceptable to Purchaser, the Agent Trustee and the Majority Required Lenders, and . The Sellers shall give Purchaser reasonable advance notice of any hearings regarding the proposed form motions required to obtain the issuance of the Bid Procedures Order, which order Sale Order and Purchaser and Trustee shall contain bidding procedures that include as a requirement of have the right to attend and seek to be heard at any sale that any successful bidder for the Borrower Parties’ assets or Equity Interests agree to ensure, and provide adequate assurance regarding, the completion of all work related to the Tournaments (as defined in the Postpetition PGA TOUR Contract) under the Postpetition PGA TOUR Contract and otherwise be in form and substance satisfactory to Agent and the Majority Lenders in their sole discretion, (iii) all other proposed orders and pleadings related to the financing contemplated hereunder, which orders and pleadings shall be in form and substance satisfactory to the Agent and the Majority Lenders, (iv) any plan of reorganization or liquidation, and/or any disclosure statement related to such plan (which plan or disclosure statement shall comply with the requirements set forth herein), which plan of reorganization or liquidation and any related disclosure statement shall be in form and substance satisfactory to Agent and the Majority Lenders, (v) any motion, and proposed form of order, seeking to extend or otherwise modify the Borrower Parties’ exclusive periods set forth in section 1121 of the Bankruptcy Code, which motion and proposed order shall be in form and substance satisfactory to Agent and the Majority Lenders, (vi) any motion, other than the Bid Procedures Motion, seeking approval of any sale of any Borrower Party’s assets, which motion shall be in form and substance acceptable to the Agent and the Majority Lenders and any proposed form of a bidding procedures order and sale order, which orders shall be in form and substance satisfactory to the Agent and the Majority Lenders in their respective sole discretion and (vii) any motion and proposed form of order filed with the Bankruptcy Court relating to the assumption, rejection, modification or amendment of any employment agreement, or the assumption, rejection, modification or amendment of any Material Contract, each of which motions and orders must be in form and substance satisfactory to the Agent and the Majority Lenders in their sole discretion.hearings. ARTICLE VIII COVENANTS 8.1

Bankruptcy Court Filings. As soon (a) Subject to Section 5.1, the Casa Seller shall take all actions as practicable in advance of may be reasonably necessary to cause the Sale Order to be issued and entered by the Bankruptcy Court and become a Final Order, including furnishing affidavits, declarations or other documents or information for filing with the Bankruptcy Court, the Borrower Parties which Sale Order shall provide for the Agent and Lenders with copies of (i) the motion seeking approval of and proposed forms transfer of the Interim Order Transferred Assets and the Final Order, which motion shall be in form and substance reasonably satisfactory Assumed Liabilities to Purchaser free from all successor or transferee Liability to the Agent and the Majority Lenders, and which orders shall be in form and substance satisfactory to the Agent and the Majority Lenders in their sole discretion, (ii) the Bid Procedures Motion, which motion shall be in form and substance reasonably satisfactory to the Agent and the Majority Lenders, and the proposed form fullest extent permitted by Section 363 of the Bid Procedures Order, which order Bankruptcy Code. The Casa Seller shall contain bidding procedures that include as a requirement of any sale that any successful bidder for comply (or obtain an Order from the Borrower Parties’ assets or Equity Interests agree to ensure, and provide adequate assurance regarding, the completion of Bankruptcy Court waiving compliance) with all work related to the Tournaments (as defined in the Postpetition PGA TOUR Contract) requirements under the Postpetition PGA TOUR Contract and otherwise be in form and substance satisfactory to Agent and the Majority Lenders in their sole discretion, (iii) all other proposed orders and pleadings related to the financing contemplated hereunder, which orders and pleadings shall be in form and substance satisfactory to the Agent and the Majority Lenders, (iv) any plan of reorganization or liquidation, and/or any disclosure statement related to such plan (which plan or disclosure statement shall comply with the requirements set forth herein), which plan of reorganization or liquidation and any related disclosure statement shall be in form and substance satisfactory to Agent and the Majority Lenders, (v) any motion, and proposed form of order, seeking to extend or otherwise modify the Borrower Parties’ exclusive periods set forth in section 1121 applicable provisions of the Bankruptcy Code, which motion and proposed order shall be in form and substance satisfactory to Agent the Federal Rules of Bankruptcy Procedure, and the Majority LendersLocal Bankruptcy Rules for the Bankruptcy Court in obtaining the entry of the Sale Order. Purchaser agrees that it will promptly take such actions as are reasonably requested by the Casa Seller to assist in obtaining entry of the Sale Order, (viincluding a finding of adequate assurance of future performance by Xxxxxxxxx, including by furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Purchaser under this Agreement and demonstrating that Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code. If the Sale Order, or any motion, other than the Bid Procedures Motion, seeking approval orders of any sale of any Borrower Party’s assets, which motion shall be in form and substance acceptable to the Agent and the Majority Lenders and any proposed form of a bidding procedures order and sale order, which orders shall be in form and substance satisfactory to the Agent and the Majority Lenders in their respective sole discretion and (vii) any motion and proposed form of order filed with the Bankruptcy Court relating to this Agreement or the assumptionTransactions are appealed by any Person (or if any petition for certiorari or motion for reconsideration, rejectionamendment, modification clarification, modification, vacation, stay, rehearing or amendment of any employment agreementreargument shall be filed with respect to the Bid Procedures Order and the Sale Order, or the assumptionsuch other Order), rejectionsubject to rights otherwise arising from this Agreement, modification Casa Seller shall take all actions as may be reasonably necessary to prosecute and defend such appeal, petition or amendment of any Material Contract, each of which motions motion and orders must be in form and substance satisfactory to the Agent and the Majority Lenders in their sole discretionobtain an expedited resolution thereof.

Bankruptcy Court Filings. As soon promptly as practicable following the execution of this Agreement, Sellers shall file with the Bankruptcy Court the Sale Motion seeking entry of the Procedures Order and Sale Order. Sellers shall use commercially reasonable efforts to obtain entry of the Procedures Order and the Sale Order in advance due course. Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Procedures Order and Sale Order and a finding of adequate assurance of future performance by Purchaser, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court, the Borrower Parties shall provide the Agent and Lenders with copies of (i) the motion seeking approval of and proposed forms of the Interim Order and the Final Order, which motion shall be in form and substance reasonably satisfactory to the Agent and the Majority Lenders, and which orders shall be in form and substance satisfactory to the Agent and the Majority Lenders in their sole discretion, (ii) the Bid Procedures Motion, which motion shall be in form and substance reasonably satisfactory to the Agent and the Majority Lenders, and the proposed form of the Bid Procedures Order, which order shall contain bidding procedures that include as a requirement of any sale that any successful bidder Court for the Borrower Parties’ assets or Equity Interests agree to ensurepurposes, among others, of providing necessary assurances of performance by Purchaser under this Agreement and provide adequate assurance regarding, the completion of all work related to the Tournaments (as defined in the Postpetition PGA TOUR Contractdemonstrating that Purchaser is a “good faith” purchaser under Section 363(m) under the Postpetition PGA TOUR Contract and otherwise be in form and substance satisfactory to Agent and the Majority Lenders in their sole discretion, (iii) all other proposed orders and pleadings related to the financing contemplated hereunder, which orders and pleadings shall be in form and substance satisfactory to the Agent and the Majority Lenders, (iv) any plan of reorganization or liquidation, and/or any disclosure statement related to such plan (which plan or disclosure statement shall comply with the requirements set forth herein), which plan of reorganization or liquidation and any related disclosure statement shall be in form and substance satisfactory to Agent and the Majority Lenders, (v) any motion, and proposed form of order, seeking to extend or otherwise modify the Borrower Parties’ exclusive periods set forth in section 1121 of the Bankruptcy Code; provided, however, that Purchaser shall have no obligation or duty to accept any substantive modifications to this Agreement, any related agreements, the form of Procedures Order or the form of Sale Order which are not acceptable to Purchaser. Purchaser shall not, without the prior written consent of Sellers, file, join in, or otherwise support in any manner whatsoever any motion and proposed order or other pleading relating to the sale of the Purchased Assets hereunder. ARTICLE VIII COVENANTS 8.1 Access to Information. Sellers agree that, prior to the Closing Date, Purchaser shall be entitled, through its officers, employees and representatives (including, without limitation, its legal advisors and accountants), to make such investigation at Purchaser’s sole expense (except as provided in form and substance satisfactory to Agent Section 7.2(a)(ii)) of the Purchased Assets and the Majority LendersAssumed Liabilities as it reasonably requests and to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours at Purchaser’s sole expense (except as provided in Section 7.2(a)(ii)) upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law. Sellers shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Sellers to cooperate with Purchaser and Purchaser’s representatives in connection with such investigation and examination, and Purchaser and its representatives shall cooperate with Sellers and their representatives and shall use their reasonable efforts to minimize any disruption to Sellers’ business. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require Sellers to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which Sellers are bound. 8.2 Conduct Pending the Auction and Closing. Between the Effective Date and the Auction, and thereafter until the Closing Date in the event that Purchaser is the successful bidder, Sellers shall: (via) Conduct their operations and maintain the Purchased Assets in the Ordinary Course of Business; (b) Maintain all Sellers’ inventories at the same level as on the Effective Date subject to such fluctuations as may be reasonable given the level of sales activity of Sellers; (c) Maintain in force Sellers’ existing insurance against loss relating to the Purchased Assets; (d) Not sell, lease, or otherwise transfer or dispose of any motionPurchased Assets, or any interest therein, other than transfers and dispositions made in the Bid Procedures Motion, seeking approval Ordinary Course of Business; and (e) Not modify or agree to modify in any sale material way any of the Assigned Contracts or any Borrower Party’s assetsof the Sellers’ rights with respect to any of the Assigned Contracts without the prior written consent of Purchaser, which motion shall not be in form and substance acceptable to the Agent and the Majority Lenders and any proposed form of a bidding procedures order and sale order, which orders shall be in form and substance satisfactory to the Agent and the Majority Lenders in their respective sole discretion and (vii) any motion and proposed form of order filed with the Bankruptcy Court relating to the assumption, rejection, modification unreasonably withheld or amendment of any employment agreement, or the assumption, rejection, modification or amendment of any Material Contract, each of which motions and orders must be in form and substance satisfactory to the Agent and the Majority Lenders in their sole discretiondelayed.