Common use of Chief Restructuring Officer; Turnaround Plan; Executive Personnel Clause in Contracts

Chief Restructuring Officer; Turnaround Plan; Executive Personnel. (a) The Credit Parties shall not terminate the CRO without the Gotham Purchasers’ prior written consent, with such consent not to be unreasonably withheld, conditioned or delayed. In the event the CRO’s employment by the Company is terminated, the Credit Parties shall, as soon as practicable, hire a new CRO who is reasonably acceptable to the Gotham Purchasers (as evidenced by their prior written consent). It shall be an immediate Event of Default if the Company does not engage a replacement CRO within forty five (45) days after the date of the prior CRO’s termination. The Credit Parties shall cause and permit the CRO to share financial and other information with the Purchasers promptly upon any Purchaser’s reasonable request. The Purchasers acknowledge that as a result of such information being provided to them, that trading in securities of the Company may be restricted under applicable securities laws. (b) The Credit Parties shall fully cooperate with the CRO and provide all assistance and resources reasonably necessary or desirable for the CRO to develop, present to the board of directors of the Company and the Purchasers, and implement a turnaround plan and budget which covers budgets, forecasts and financial projections of the Company and its Subsidiaries, for a minimum of the thirteen (13)-week period following the Restatement Closing Date (or a longer period in the CRO’s reasonable discretion), which shall set forth for such period the forecasted budget and projections for cash flow statements. Such proposed turnaround plan and budget must be delivered and presented to the Purchasers in accordance with Section 7.2(d). The Credit Parties shall instruct the CRO to provide the proposed turnaround plan and budget and all updates thereto to the Gotham Purchasers for their consideration and approval, with such other background information and analyses as the Gotham Purchasers reasonably request to be able to evaluate the proposed turnaround plan and all updates thereto. The turnaround plan and budget as approved by the board of directors of the Company and by the Gotham Purchasers shall replace the Interim Budget and is referred to herein as the “Turnaround Plan”. Neither the Interim Budget nor the Turnaround Plan may be amended, supplemented or otherwise modified without the Gotham Purchasers’ prior written consent, not to be unreasonably withheld (and if such consent is given, the term “Turnaround Plan” shall refer to such modified plan). The Turnaround Plan in effect as of the Second Restatement Closing Date is attached to Schedule 7.21. (c) As long as the Interim Budget or Turnaround Plan is in effect, the Credit Parties shall comply with and implement the Interim Budget or Turnaround Plan, respectively, in a timely manner. (d) The Credit Parties shall not hire, engage or terminate, or agree to hire, engage or terminate, any “C-Level” employee of any Credit Party without the Gotham Purchasers’ prior written consent, not to be unreasonably withheld.

Chief Restructuring Officer; Turnaround Plan; Executive Personnel. (a) The Credit Parties shall not terminate the CRO without the Gotham Purchasers’ prior written consent, with such consent not to be unreasonably withheld, conditioned or delayed. In the event that the CRO’s employment by the Company is terminated, the Credit Parties shall, as soon as practicable, hire a new CRO who is reasonably acceptable to the Gotham Purchasers (as evidenced by their prior written consent). It shall be an immediate Event of Default if the Company does not engage a replacement CRO within forty five (45) days after the date of the prior CRO’s termination. The Credit Parties shall cause and permit the CRO to share financial and other information with the Purchasers promptly upon any Purchaser’s reasonable request. The Purchasers acknowledge that as a result of such information being provided to them, that trading in securities of the Company may be restricted under applicable securities laws. (b) The Credit Parties shall fully cooperate with the CRO and provide all assistance and resources reasonably necessary or desirable for the CRO to develop, present to the board of directors of the Company and the Purchasers, and implement a turnaround plan and budget which covers budgets, forecasts and financial projections of the Company and its Subsidiaries, for a minimum of the thirteen (13)-week period following the Restatement Closing Date (or a longer period in the CRO’s reasonable discretion), which shall set forth for such period the forecasted budget and projections for cash flow statements. Such proposed turnaround plan and budget must be delivered and presented to the Purchasers in accordance with Section 7.2(d). The Credit Parties shall instruct the CRO to provide the proposed turnaround plan and budget and all updates thereto to the Gotham Purchasers for their consideration and approval, with such other background information and analyses as the Gotham Purchasers reasonably request to be able to evaluate the proposed turnaround plan and all updates thereto. The turnaround plan and budget as approved by the board of directors of the Company and by the Gotham Purchasers shall replace the Interim Budget and is referred to herein as the “Turnaround Plan”. Neither the Interim Budget nor the Turnaround Plan may be amended, supplemented or otherwise modified without the Gotham Purchasers’ prior written consent, not to be unreasonably withheld (and if such consent is given, the term “Turnaround Plan” shall refer to such modified plan). The Turnaround Plan in effect as of the Second Third Restatement Closing Date is attached to Schedule 7.21. (c) As long as the Interim Budget or Turnaround Plan is in effect, the Credit Parties shall comply with . The requirement to produce 13-week forecasted budget and implement the Interim Budget or Turnaround Plan, respectively, in a timely manner. (d) The Credit Parties shall not hire, engage or terminate, or agree to hire, engage or terminate, any “C-Level” employee of any Credit Party without the Gotham Purchasers’ prior written consent, not to be unreasonably withheld.projections for cash flow statements under this Section

Chief Restructuring Officer; Turnaround Plan; Executive Personnel. (a) The Credit Parties shall not terminate the CRO without the Gotham Purchasers’ prior written consent, with such consent not to be unreasonably withheld, conditioned or delayed. In the event the CRO’s employment by the Company is terminated, the Credit Parties shall, as soon as practicable, hire a new CRO who is reasonably acceptable to the Gotham Purchasers (as evidenced by their prior written consent). It shall be an immediate Event of Default if the Company does not engage a replacement CRO within forty five (45) days after the date of the prior CRO’s termination. The Credit Parties shall cause and permit the CRO to share financial and other information with the Purchasers promptly upon any Purchaser’s reasonable request. The Purchasers acknowledge that as a result of such information being provided to them, that trading in securities of the Company may be restricted under applicable securities laws. (b) The Credit Parties shall fully cooperate with the CRO and provide all assistance and resources reasonably necessary or desirable for the CRO to develop, present to the board of directors of the Company and the Purchasers, and implement a turnaround plan and budget which covers budgets, forecasts and financial projections of the Company and its Subsidiaries, for a minimum of the thirteen (13)-week period following the Restatement Closing Date (or a longer period in the CRO’s reasonable discretion), which shall set forth for such period the forecasted budget and projections for cash flow statements. Such proposed turnaround plan and budget must be delivered and presented to the Purchasers in accordance with Section 7.2(d). The Credit Parties shall instruct the CRO to provide the proposed turnaround plan and budget and all updates thereto to the Gotham Purchasers for their consideration and approval, with such other background information and analyses as the Gotham Purchasers reasonably request to be able to evaluate the proposed turnaround plan and all updates thereto. The turnaround plan and budget as approved by the board of directors of the Company and by the Gotham Purchasers shall replace the Interim Budget and is referred to herein as the “Turnaround Plan”. Neither the Interim Budget nor the Turnaround Plan may be amended, supplemented or otherwise modified without the Gotham Purchasers’ prior written consent, not to be unreasonably withheld (and if such consent is given, the term “Turnaround Plan” shall refer to such modified plan). The Turnaround Plan in effect as of the Second Restatement Closing Date is attached to Schedule 7.21. (c) As long as the Interim Budget or Turnaround Plan is in effect, the Credit Parties shall comply with and implement the Interim Budget or Turnaround Plan, respectively, in a timely manner. (d) The Credit Parties shall not hire, engage or terminate, or agree to hire, engage or terminate, any “C-Level” employee of any Credit Party without the Gotham Purchasers’ prior written consent, not to be unreasonably withheld.

Chief Restructuring Officer; Turnaround Plan; Executive Personnel. (a) The Credit Parties shall not terminate the CRO without the Gotham Purchasers’ prior written consent, with such consent not to be unreasonably withheld, conditioned or delayed. In the event that the CRO’s employment by the Company is terminated, the Credit Parties shall, as soon as practicable, hire a new CRO who is reasonably acceptable to the Gotham Purchasers (as evidenced by their prior written consent). It shall be an immediate Event of Default if the Company does not engage a replacement CRO within forty five (45) days after the date of the prior CRO’s termination. The Credit Parties shall cause and permit the CRO to share financial and other information with the Purchasers promptly upon any Purchaser’s reasonable request. The Purchasers acknowledge that as a result of such information being provided to them, that trading in securities of the Company may be restricted under applicable securities laws. (b) The Credit Parties shall fully cooperate with the CRO and provide all assistance and resources reasonably necessary or desirable for the CRO to develop, present to the board of directors of the Company and the Purchasers, and implement a turnaround plan and budget which covers budgets, forecasts and financial projections of the Company and its Subsidiaries, for a minimum of the thirteen (13)-week period following the Restatement Closing Date (or a longer period in the CRO’s reasonable discretion), which shall set forth for such period the forecasted budget and projections for cash flow statements. Such proposed turnaround plan and budget must be delivered and presented to the Purchasers in accordance with Section 7.2(d). The Credit Parties shall instruct the CRO to provide the proposed turnaround plan and budget and all updates thereto to the Gotham Purchasers for their consideration and approval, with such other background information and analyses as the Gotham Purchasers reasonably request to be able to evaluate the proposed turnaround plan and all updates thereto. The turnaround plan and budget as approved by the board of directors of the Company and by the Gotham Purchasers shall replace the Interim Budget and is referred to herein as the “Turnaround Plan”. Neither the Interim Budget nor the Turnaround Plan may be amended, supplemented or otherwise modified without the Gotham Purchasers’ prior written consent, not to be unreasonably withheld (and if such consent is given, the term “Turnaround Plan” shall refer to such modified plan). The Turnaround Plan in effect as of the Second Third Restatement Closing Date is attached to Schedule 7.21. The requirement to produce 13-week forecasted budget and projections for cash flow statements under this Section 7.21 in connection with the Turnaround Plan shall expire when both (i) the Credit Parties’ consolidated after-tax cash flow is positive for at least one Fiscal Quarter, and (ii) the Debt Service Coverage Ratio is greater than 1.20 to 1.00 for at least one Fiscal Quarter (on a trailing four Fiscal Quarters basis), in each case with respect to the foregoing clauses (i) and (ii), as evidenced by financial statements delivered to the Holders under Section 7.1(b) and as certified to in a Compliance Certificate delivered under Section 7.2(b). (c) As long as the Interim Budget or Turnaround Plan is in effect, the Credit Parties shall comply with and implement the Interim Budget or Turnaround Plan, respectively, in a timely manner. The requirement to maintain and comply with the Turnaround Plan shall expire when the Board approves the Annual Budget for the Company’s 2021 Fiscal Year. (d) The Credit Parties shall not hire, engage or terminate, or agree to hire, engage or terminate, any “C-Level” employee of any Credit Party without the Gotham Purchasers’ prior written consent, not to be unreasonably withheld.