Closing Date Definitive Documents. Each of the Closing Date Definitive Documents attached hereto is in agreed form, subject to finalization and, to the extent applicable, execution by the requisite parties thereto. Agreed forms of the (a) the Investors’ Rights Agreement Amendment, (b) the Certificate of Designation Amendment, (c) the Consenting Preferred Equityholders’ Consent, (d) the Registration Rights Agreement and (e) the Series B Certificate of Designation, each of which has been negotiated and agreed to by the Company and the applicable Consenting Stakeholders, are attached hereto as Exhibit C-1, C-2, C-3, C-4 and C-5, respectively. To the extent not attached hereto, each of the other Closing Date Definitive Documents shall (i) contain terms and conditions consistent in all material respects with this Agreement, including, for the avoidance of doubt, the Transaction Term Sheet, as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with Section 12 herein and the Signing Date Definitive Documents, and (ii) to the extent any matter is not addressed in the Transaction Term Sheet or any Signing Date Definitive Document, shall be in form and substance reasonably acceptable to the Company and each of the Consenting Stakeholders party to the applicable Closing Date Definitive Document; provided, that, any provision of such Closing Date Definitive Document which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance satisfactory to HPS or the Required Revolving Lenders, as applicable (such consent not to be unreasonably withheld).
