Common use of Commitment of the Company Clause in Contracts

Commitment of the Company. Subject to Section 14 herein and for so long as no Termination Event has occurred, the Company agrees to: (i) support and complete the Restructuring and all transactions contemplated under this Agreement, the Restructuring Term Sheet, the Plan and all other Plan Related Documents; (ii) negotiate in good faith the Definitive Documents contemplated by this Agreement or otherwise necessary to effectuate the Restructuring, including, but not limited to the Plan, Disclosure Statement and Plan Related Documents, which shall be in form and substance reasonably acceptable to the Sponsoring Noteholders and the Company, on the terms and subject to the conditions as substantially set forth in this Agreement; (iii) take any and all necessary and appropriate actions in furtherance of the Restructuring and the transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents, including objecting to any pleadings filed with the Bankruptcy Court in opposition to the Restructuring (or that would frustrate or impede the Restructuring), the Plan Related Documents, or the Definitive Documents; (iv) file a formal objection or other opposition, on a timely basis in accordance with applicable law, to any motion, pleading, application, adversary proceeding or cause of action filed with the Bankruptcy Court by a third party seeking the entry of an order (a) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code), (b) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (c) dismissing the Chapter 11 Cases, or (d) modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable; (v) complete the Restructuring and all transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents within the Case Milestones set forth in this Agreement, (vi) obtain any and all required governmental, regulatory and/or third-party approvals for the Restructuring; (vii) take no actions inconsistent with this Agreement, the Restructuring Term Sheet, or the confirmation and consummation of the Plan; (viii) comply with each Case Milestone set forth in Section 5 herein; (ix) not commence or support any avoidance action or other legal proceeding (or consent to any other Person obtaining standing to commence any such avoidance action or other legal proceeding) that challenges the validity, enforceability, or priority of the liens and claims of the Sponsoring Noteholders; (x) not directly or indirectly solicit, seek, formulate, propose, or enter into any agreements relating to, an Alternative Transaction; and (xi) pay in full and in cash all fees, costs, and expenses in accordance with Section 18 of this Agreement and the DIP Financing Orders.

Commitment of the Company. Subject (a) From the Agreement Effective Date until the occurrence of a Termination Date applicable to Section 14 herein and for so long as no Termination Event has occurredthe Company, the Company agrees Parties agree, and agree to cause any of their direct and indirect subsidiaries to: (i) support and complete the Restructuring and all transactions contemplated under this Agreement, the Restructuring Term Sheet, the Plan and all other Plan Related Documents; (ii) negotiate in good faith the all Definitive Documents contemplated by this Agreement or otherwise necessary to effectuate the Restructuring, including, but not limited to the Plan, Disclosure Statement and Plan Related Documents, which shall be in form and substance reasonably acceptable to the Sponsoring Noteholders and the Company, on the terms and subject to the conditions as substantially set forth in this Agreement; (iii) take any and all necessary and appropriate actions in furtherance of the Restructuring Transaction, the Plan, and this Agreement, including, but not limited to, the transactions contemplated under timely filing of the Restructuring Term SheetPlan, the Disclosure Statement, and any other pleadings or documents necessary to obtain confirmation of the Plan and approval of the Disclosure Statement with the Bankruptcy Court, the submission of verified declarations and other customary evidence in support of confirmation of the Plan and approval of the Disclosure Statement, and making available any expert witnesses and key management of the Company for any and all other proceedings involving the Plan Related Documentsand Disclosure Statement; (ii) seek orders of the Bankruptcy Court in respect of the Restructuring Transaction, including objecting approval of the Solicitation Materials, the Disclosure Statement Order, the DIP Orders, and the Confirmation Order; (iii) support and seek to consummate the Restructuring Transaction in accordance with this Agreement within the time-frames contemplated under this Agreement and in compliance with each Milestone. (iv) negotiate, execute and deliver any pleadings filed other agreements necessary to effectuate and consummate the Restructuring Transaction; (v) use reasonable best efforts to obtain any and all regulatory and/or third‑party approvals necessary or appropriate in connection with the Restructuring Transaction. For the avoidance of doubt, for purposes of the foregoing sentence and Section 12.02(c), “reasonable best efforts” with respect to an undertaking means the obligation to take all actions that a reasonable person desirous of achieving the result in question would use in similar circumstances to achieve such result as expeditiously as practicable, and shall include, without limitation, the obligation to incur costs, expend resources, engage advisors of recognized standing, and instruct such advisors to take all reasonable actions necessary or advisable to attain the applicable result that is the object of the undertaking in question; (vi) pay the reasonable and documented fees and expenses of the Consenting Parties as set forth in Section 13 of this Agreement; (vii) timely file an objection with the Bankruptcy Court in opposition to the Restructuring (or that would frustrate or impede the Restructuring), the Plan Related Documents, or the Definitive Documents; (iv) file a formal objection or other opposition, on a timely basis in accordance with applicable law, to any motion, pleading, application, adversary proceeding or cause of action motion filed with the Bankruptcy Court by a third party seeking the entry of an order order: (a1) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code), ; (b2) converting any of the Chapter 11 Cases to cases a case under chapter 7 of the Bankruptcy Code, ; (c3) dismissing any of the Chapter 11 Cases, ; or (d4) modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable; (vviii) complete support and use commercially reasonable efforts to consummate the Restructuring DIP Facility pursuant to the DIP Orders and all the DIP Loan Documents (including the refinancing of the Term Loans with the DIP Loans); (ix) timely file a formal objection, in form and substance acceptable to the Consenting Parties, to any motion, application, or adversary proceeding: (A) challenging the validity, enforceability, perfection, or priority of, or seeking avoidance or subordination of, any portion of the Term Loan Claims or Second Lien Claims; or (B) asserting any other cause of action against and/or with respect or relating to such claims or the prepetition liens securing such claims; (x) to the extent that any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the transactions contemplated under in this Agreement or the Restructuring Term SheetPlan, negotiate in good faith appropriate additional or alternative provisions to address any such impediment that are consistent with this Agreement or otherwise acceptable to the Plan and all other Plan Related Documents within Consenting Parties; (xi) if the Case Milestones Company knows of a breach by any Company Party in respect of any of the obligations, representations, warranties, or covenants of the Company set forth in this Agreement,, furnish prompt written notice (and in any event within two (2) calendar days of such knowledge) to the Consenting Parties and promptly take all reasonably available remedial action necessary to cure such breach by any such Company Party; (vixii) obtain in consultation with the Consenting Parties, timely file a formal response to any motion or other pleading filed with the Bankruptcy Court by any party objecting to approval of the Solicitation Materials, the Disclosure Statement Order, the DIP Orders, the Confirmation Order, or any other Definitive Documents contemplated under this Agreement; (xiii) operate their business in the ordinary course, taking into account the Restructuring Transaction; (xiv) not enter into an executory contract, lease, or other arrangement outside of the ordinary course of its business without obtaining the prior written consent of the Consenting Parties; (xv) not assume or reject any executory contract or unexpired lease without obtaining the prior written consent of the Consenting Parties. (xvi) (A) not modify, amend, supplement, waive any portion of, or terminate the Plan or any other Definitive Documents, in whole or in part, in a manner inconsistent (other than to a de minimis extent, but, in no event, in a manner adverse to the Company Parties) with this Agreement, subject to Section 14 of this Agreement, and (B) take any and all required governmentalreasonably necessary and appropriate actions in furtherance and support of the effectuation of the transactions contemplated by, regulatory and/or third-party approvals for and the Restructuring;performance of the terms set forth in, the Hedge RSA (including, without limitation, by complying with the obligations of the Company Parties under the Hedge RSA and seeking to cause the other parties to the Hedge RSA to satisfy their respective obligations under such agreement); and (viixvii) not directly or indirectly: (A) delay, impede, or take no actions any other action to interfere with the acceptance, implementation, or consummation of the Restructuring Transaction, or otherwise take any action which would, or which would reasonably be expected to, breach or be inconsistent with this Agreement; or (B) support, encourage or direct any other person or entity to take any action referred to in this Section 5.02(a)(xvii). (b) Notwithstanding the foregoing Section 5.02(a) or any other provision of this Agreement, without limiting the rights and obligations of the Parties under Section 12 (including, without limitation, the Restructuring Term Sheet, or the confirmation and consummation of the Plan;Company’s termination rights under Section 12.02): (viiii) comply with each Case Milestone set forth Whether or not expressly so provided in Section 5 herein;this Agreement, the Company shall: (ixA) not commence or support any avoidance action or other legal proceeding promptly keep the Consenting Parties fully informed of, and reasonably consult with the Consenting Parties with respect to: (1) the status and satisfaction of (or consent failure to satisfy) each Milestone; (2) any other Person obtaining standing to commence any such avoidance action proposal, offer or other legal proceeding) that challenges expression of interest the validity, enforceability, or priority of the liens and claims of the Sponsoring Noteholders; (x) not directly or indirectly solicit, seek, formulate, propose, or enter into any agreements relating to, Company receives for an Alternative Transaction; (3) any negotiations or discussions described in clauses (A), (B), or (C) of the final proviso of Section 5.02(b)(ii); and (4) any proposed budget, business plan, forecast, projection or valuation of, or relating to, the Company; (B) promptly (and, in any event, within one (1) business day) notify counsel to the Consenting Parties of the Company’s receipt of any proposal, offer or expression of interest regarding any Alternative Transaction or any proposal, offer, or expression of interest from any Qualifying Prospective Bidder (as defined below). Any such notice shall include the material terms of such proposal, offer or expression of interest, including the identity of the person or group of persons involved, any written documentation evidencing such proposal, offer or expression of interest and any other information received relating to such proposal, offer or expression of interest; and (xiC) pay promptly (and, in full any event, within one (1) business day) inform counsel to the Consenting Parties of (x) any determination by the Company’s board of directors (the “Board”) (I) pursuant to Section 12.02(b) that its continued support of the Restructuring Transaction would be a breach of its fiduciary duties under applicable law; or (II) pursuant to Section 5.02(c) that it is entitled to take any material action inconsistent with this Agreement or that it is entitled to refrain from taking any material action required by this Agreement with respect to the Restructuring Transaction as a result of applicable law or applicable fiduciary obligations under applicable law or (y) any material changes to any of the matters contemplated in clauses (A) and in cash all fees, costs, and expenses in accordance with Section 18 (B) of this Agreement Section 5.02(b)(i) (the foregoing matters contemplated in this Section 5.02(b)(i) collectively, the “Information Sharing and the DIP Financing Orders.Consultation Rights”);

Commitment of the Company. Subject to Section 14 herein and for so long as no Termination Event has occurred(a) From the Agreement Effective Date until the termination of this Agreement in accordance with the terms hereof, each of the Company Parties agrees to: (i) support and complete the Restructuring and all transactions contemplated under this Agreement, the Restructuring Term Sheet, the Plan and all other Plan Related Documents; (ii) negotiate in good faith the all Definitive Documents contemplated by this Agreement or otherwise necessary to effectuate the Restructuring, including, but not limited to the Plan, Disclosure Statement and Plan Related Documents, which shall be in form and substance reasonably acceptable to the Sponsoring Noteholders and the Company, on the terms and subject to the conditions as substantially set forth in this Agreement; (iii) take any and all reasonably necessary and appropriate actions in furtherance of the Restructuring and the transactions contemplated under the Restructuring Term SheetTransaction, the Plan (if applicable), and this Agreement; (ii) use reasonable best efforts to obtain orders of the Bankruptcy Court in respect of the Restructuring Transaction, including the Confirmation Order; (iii) support and use reasonable best efforts to consummate the Restructuring Transaction in accordance with this Agreement within the time-frames contemplated under this Agreement. (iv) use reasonable best efforts to negotiate, execute and deliver any other agreements necessary to effectuate and consummate the Restructuring Transaction; (v) use commercially reasonable efforts to obtain any and all other Plan Related Documentsregulatory and/or third‑party approvals necessary or appropriate in connection with the Restructuring Transaction; (vi) pay the reasonable and documented fees and expenses of the Hedge Parties as set forth in Section 9 of this Agreement; (vii) not object to or join in any objection to, on any grounds, including objecting to any pleadings filed but not limited to, avoidance, disallowance, expungement, recharacterization, subordination, or otherwise, the Hedge Claims; (viii) timely file an objection or response with the Bankruptcy Court in opposition to the Restructuring (or that would frustrate or impede the Restructuring), the Plan Related Documents, or the Definitive Documents; (iv) file a formal objection or other opposition, on a timely basis in accordance with applicable law, to any motion, or other pleading, application, adversary proceeding or cause of action filed with the Bankruptcy Court by a third party seeking the entry of an order order: (a1) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code), ; (b2) converting any of the Chapter 11 Cases to cases a case under chapter 7 of the Bankruptcy Code, ; (c3) dismissing any of the Chapter 11 Cases, or ; (d4) modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable; ; or (v5) complete objecting to the Restructuring and all transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents within the Case Milestones set forth in this Agreement, (vi) obtain any and all required governmental, regulatory and/or third-party approvals for the Restructuring; (vii) take no actions inconsistent with this Agreement, the Restructuring Term Sheet, or the confirmation and consummation of the Plan; (viii) comply with each Case Milestone set forth in Section 5 herein;Hedge Claims; and (ix) not commence directly or support indirectly: (A) delay, impede, or take any avoidance other action to interfere with the acceptance, implementation, or consummation of the Restructuring Transaction, or otherwise take any action which would, or which would reasonably be expected to, breach or be inconsistent with this Agreement; or (B) support, encourage or direct any other person or entity to take any action referred to in this Section 4.02(a)(ix). (b) Nothing in this Agreement shall require the Company, the Board or any other person or entity, after consulting with counsel, to take any action or other legal proceeding (to refrain from taking any action with respect to the Restructuring Transaction to the extent taking or consent failing to any other Person obtaining standing to commence any take such avoidance action would be inconsistent with applicable law or other legal proceeding) that challenges the validity, enforceability, or priority of the liens and claims of the Sponsoring Noteholders; (x) not directly or indirectly solicit, seek, formulate, propose, or enter into any agreements relating to, an Alternative Transaction; and (xi) pay in full and in cash all fees, costs, and expenses in accordance with Section 18 of this Agreement and the DIP Financing Ordersits fiduciary obligations under applicable law.

Commitment of the Company. Subject to Section 14 herein the Company’s fiduciary duties under applicable law and for so long as no Termination Event has occurred, the Company agrees to: (ia) support and complete the Restructuring Recapitalization and all transactions contemplated under this Agreement, the Restructuring Recapitalization Term Sheet, the Plan and all other Plan Related Documents; (b) refrain from pursuing the Capital Contribution if the Company or Vestar fail to obtain a signed letter of intent for the Capital Contribution reasonably acceptable to the Required Consenting Subordinated Noteholders on or before August 31, 2014 (the “Letter of Intent”), it being understood that the Required Consenting Subordinated Noteholders shall not have consent rights over the economic terms of the Capital Contribution so long as (i) such Capital Contribution shall not provide for any cash payments due before the maturity date of the Subordinated Notes and shall not mature before the maturity date of the Subordinated Notes and (ii) any Capital Contribution comprising debt shall be unsecured, subordinated to the Subordinated Notes, and shall not be guaranteed by any of the Company or its Affiliates or Subsidiaries. (c) take any and all commercially reasonable and appropriate actions in furtherance of the Recapitalization and the transactions contemplated under this Agreement, the Recapitalization Term Sheet, the Plan and all other Plan Related Documents; (d) take commercially reasonable actions to complete the Recapitalization and all transactions contemplated under this Agreement, the Recapitalization Term Sheet, the Plan and all other Plan Related Documents within any time-frames outlined in this Agreement in the event that the Company fails to obtain (x) the Letter of Intent by August 31, 2014 or (y) the Capital Contribution by October 1, 2014; (e) negotiate in good faith (i) additional material terms of the Definitive Documents Recapitalization which shall be reasonably acceptable to the Required Consenting Subordinated Noteholders and (ii) the definitive documentation contemplated by this Agreement or otherwise necessary to effectuate the RestructuringRecapitalization, including, but not limited to the exchange documents, the Plan, Disclosure Statement and Plan Related Documents, as applicable, which shall be in form and substance reasonably acceptable to the Sponsoring Noteholders and the CompanyRequired Consenting Subordinated Noteholders, on the terms and subject to the conditions as substantially set forth in this Agreement; (iiif) take any and all necessary and appropriate actions in furtherance amend the corporate organizational documents of Investments no later than the Restructuring and the transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents, including objecting date hereof to any pleadings filed with the Bankruptcy Court in opposition to the Restructuring (or provide that would frustrate or impede the Restructuring), the Plan Related Documents, or the Definitive Documents; (iv) file a formal objection or other opposition, on a timely basis in accordance with applicable law, to any motion, pleading, application, adversary proceeding or cause of action filed with the Bankruptcy Court by a third party seeking the entry of an order (a) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code), (b) converting Investments cannot commence the Chapter 11 Cases or cause either or both of Holdings and 21C or any of 21C’s direct or indirect subsidiaries, other than 21C East Florida, LLC and its direct and indirect subsidiaries, to cases under chapter 7 of the Bankruptcy Code, (c) dismissing commence the Chapter 11 Cases, or Cases without the votes of the Independent Manager(s) and the Chief Executive Officer in support of such action (d) modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable;“Corporate Governance Amendment”); and (v) complete the Restructuring and all transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents within the Case Milestones set forth in this Agreement, (vi) obtain any and all required governmental, regulatory and/or third-party approvals for the Restructuring; (viig) take no actions inconsistent with this Agreement, the Restructuring Recapitalization Term Sheet, or the confirmation and consummation of the Plan; (viii) comply with each Case Milestone set forth in Section 5 herein; (ix) not commence , including, without limitation, the direct or support any avoidance action or other legal proceeding (or consent to any other Person obtaining standing to commence any such avoidance action or other legal proceeding) that challenges the validity, enforceability, or priority indirect solicitation of the liens and claims of the Sponsoring Noteholders; (x) not directly or indirectly solicit, seek, formulate, propose, or enter into any agreements relating to, an Alternative Transaction; and (xi) pay in full and in cash all fees, costs, and expenses in accordance Transaction other than with Section 18 of this Agreement and respect to the DIP Financing OrdersCapital Contribution.

Commitment of the Company. Subject a) The Company shall use commercially reasonable efforts to consummate the Transaction substantially in accordance with the Merger Agreement, and shall promptly give Season Smart written notice of any event, circumstance, change or development occurring after the date hereof that gives rise to, or that would reasonably be expected to give rise to, an event entitling a Party to terminate this Agreement under Section 14 herein 5. b) The Company shall provide regular updates on the progress and for so long status of the Transaction, and all such information reasonably requested by Season Smart in relation to the Transaction from time to time, including each draft of the Merger Agreement and ancillary agreements contemplated thereby that is received by the Company or delivered to Acquiror. c) Other than with the prior written consent of Season Smart, or as no Termination Event has occurredrequired by law, rule, regulation or the request of a governmental authority or regulatory authority (including any self-regulatory organization), the Company agrees to: (i) support shall not, and complete shall procure that each of its Representatives shall not, disclose any information, issue or make, or cause to have issued or made, any public release or announcement concerning the Restructuring involvement of Season Smart and/or any of its affiliates in the Transaction without the advance approval in writing of the form and substance thereof by Season Smart, and (ii) shall, and shall procure that each of its Representatives shall, keep all transactions contemplated under information concerning Season Smart and its affiliates strictly confidential. d) On the date of this Agreement, there are 261,697,652 Awards outstanding subject to the vesting schedule set forth in Schedule 2.02(d). The Company agrees and undertakes that on and from the date of this Agreement, the Restructuring Term SheetCompany shall not issue any additional Awards prior to Closing that would result in the vesting of such additional Awards with respect to more than 2,500,000 Company Shares (any such Company Shares in excess of 2,500,000 being the "Excess Shares"). If there is a breach of this Section 2.02(d) by the Company, the Plan Company shall ensure that Season Smart shall receive an additional amount of Acquiror common stock under the Merger Agreement at Closing to maintain Season Smart’s proportional equity ownership of Acquiror at Closing as if such equity awards or options in respect of such Excess Shares had not been granted. e) The Company shall, and all shall cause its affiliates and each other Plan Related Documents; Founder Counterparty (as such term is defined in the Restructuring Agreement) to, (i) terminate clause 7 (other than sub-clauses 7.8 and 7.14) and clause 8 of the Restructuring Agreement; and (ii) negotiate terminate the Call Option Agreement (as such term is defined in good faith the Definitive Documents contemplated Restructuring Agreement), by this Agreement or otherwise necessary to effectuate executing and delivering a termination agreement in the Restructuringform attached hereto as Exhibit F, including, but not limited to the Plan, Disclosure Statement and Plan Related Documents, which shall be in form and substance reasonably acceptable to the Sponsoring Noteholders and the Company, on the terms and subject to the conditions each case effective as substantially set forth in this Agreement; (iii) take any and all necessary and appropriate actions in furtherance of the Restructuring and the transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents, including objecting to any pleadings filed with the Bankruptcy Court in opposition to the Restructuring (or that would frustrate or impede the Restructuring), the Plan Related Documents, or the Definitive Documents; (iv) file a formal objection or other opposition, on a timely basis in accordance with applicable law, to any motion, pleading, application, adversary proceeding or cause of action filed with the Bankruptcy Court by a third party seeking the entry of an order (a) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code), (b) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (c) dismissing the Chapter 11 Cases, or (d) modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable; (v) complete the Restructuring and all transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents within the Case Milestones set forth in this Agreement, (vi) obtain any and all required governmental, regulatory and/or third-party approvals for the Restructuring; (vii) take no actions inconsistent with this Agreement, the Restructuring Term Sheet, or the confirmation and consummation of the Plan; (viii) comply with each Case Milestone set forth in Section 5 herein; (ix) not commence or support any avoidance action or other legal proceeding (or consent to any other Person obtaining standing to commence any such avoidance action or other legal proceeding) that challenges the validity, enforceability, or priority of the liens and claims of the Sponsoring Noteholders; (x) not directly or indirectly solicit, seek, formulate, propose, or enter into any agreements relating to, an Alternative Transaction; and (xi) pay in full and in cash all fees, costs, and expenses in accordance with Section 18 of this Agreement and the DIP Financing OrdersClosing.

Commitment of the Company. (a) Subject to Section 14 herein the terms and conditions of this Agreement and for so long as no Agreement Termination Event has occurredoccurred and subject to paragraph 10 hereof, the Company agrees to: (i) support use its commercially reasonable best efforts to prepare for the Recapitalization Transaction, such preparation to include (but not be limited to) the negotiation and complete drafting of definitive documentation to implement the Restructuring and all transactions contemplated under this AgreementRecapitalization Transaction, the Restructuring Term Sheet, preparation of the Plan Documents and all (when appropriate) the timely filing of such Plan Documents in the Bankruptcy Cases, and the pursuit of such other Plan Related Documentsmatters necessary or appropriate to prepare for the consummation of the Recapitalization Transaction, and preparation for the Bankruptcy Cases, commencing on the date hereof and proceeding expeditiously hereafter with respect to the Recapitalization Transaction; (ii) negotiate take any and all commercially reasonable actions in good faith furtherance of the Definitive Documents contemplated by this Agreement or otherwise necessary to effectuate the Restructuring, including, Recapitalization Transaction including but not limited to the Plan, Disclosure Statement preparing first day bankruptcy motions and applications and Plan Related Documents, which shall be in form Documents materially consistent with the Plan Term Sheet and substance otherwise on terms reasonably acceptable to the Sponsoring Noteholders Required Consenting Parties and the Company, on Company in advance of the terms and subject to dates specified in the conditions as substantially set forth in this AgreementMilestones; (iii) in the event that the Company has commenced any Bankruptcy Cases, (A) subject to clause (B) below, file with the Bankruptcy Court first day pleadings and applications consistent with the Recapitalization Transaction Terms within one (1) Business Day of the Petition Date; (B) file the Plan and Disclosure Statement with the Bankruptcy Court no later than ten (10) Business Day after the Petition Date, (C) take all commercially reasonable actions necessary to meet the Milestones; and (D) take any and all necessary and appropriate commercially reasonable actions in furtherance of obtaining approval of the Restructuring and the transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents, including objecting to any pleadings filed with the Bankruptcy Court in opposition to the Restructuring (or that would frustrate or impede the Restructuring), the Plan Related Documents, or the Definitive DocumentsCash Collateral Order; (iv) file a formal objection or other opposition, on a timely basis in accordance with applicable law, use commercially reasonable efforts to any motion, pleading, application, adversary proceeding or cause of action filed with the Bankruptcy Court by a third party seeking the entry of an order (a) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in section 1106(a)(3) promptly and (4) of the Bankruptcy Code), (b) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (c) dismissing the Chapter 11 Cases, or (d) modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable; (v) complete the Restructuring and all transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents within the Case Milestones set forth in this Agreement, (vi) expeditiously obtain any and all required governmental, regulatory and/or third-party approvals for the RestructuringRecapitalization Transaction; (viiv) take no actions inconsistent provide draft copies of all Plan Documents, “first day” motions or applications and use commercially reasonable efforts to provide drafts of any other documents the Company intends to file with this Agreementthe Bankruptcy Court to the designated legal counsel for the Consenting First Lien Noteholders and the Consenting Second Lien Noteholders prior to the date when the Company intends to file such document and shall consult in good faith with such counsel regarding the form and substance of any such proposed filing; provided, however, the Restructuring Term Sheet, Company will not be in breach of this provision by failing to provide to counsel to the Consenting First Lien Noteholders or the confirmation and consummation Consenting Second Lien Noteholders drafts of the Plan; (viii) comply with each Case Milestone set forth in Section 5 herein; (ix) not commence motions or support any avoidance action pleadings that seek emergency or other legal proceeding (or consent to any other Person obtaining standing to commence any such avoidance action or other legal proceeding) that challenges the validity, enforceability, or priority of the liens and claims of the Sponsoring Noteholders; (x) not directly or indirectly solicit, seek, formulate, propose, or enter into any agreements relating to, an Alternative Transactionexpedited relief; and (xivi) pay use its commercially reasonable best efforts to proceed in full and in cash all feesgood faith to avoid the occurrence of any event that may constitute an Agreement Termination Event. (b) In the event that the Company has commenced any Bankruptcy Cases, costsfor so long as no Agreement Termination Event has occurred, the Company shall not, and expenses shall not agree to, consent to, provide any support to, participate in accordance the formulation of or seek Bankruptcy Court approval of, (i) any sale of assets and/or stock (whether such sale is implemented pursuant to section 363 of the Bankruptcy Code, a chapter 11 plan or otherwise), (ii) any plan of reorganization or (iii) any liquidation (either under chapter 7 or chapter 11 of the Bankruptcy Code) in respect of the Company, other than as contemplated in the Recapitalization Transaction Terms or an Other Transaction (each, an “Alternative Bankruptcy Transaction”); provided, however, that if at any time after the Petition Date, the Company (A) receives, in writing, an unsolicited proposal for an Alternative Bankruptcy Transaction and (B) the Company reasonably determines (after consultation with its legal counsel and financial advisor and with the Required Consenting Parties) that (1) such Alternative Bankruptcy Transaction is reasonably likely to be consummated in a timely manner and represents a higher and/or better transaction for the Company than the Recapitalization Transaction Terms, and (2) continued support of the Plan pursuant to this Section 18 3(b) of the Agreement would be inconsistent with the exercise of its fiduciary duties, it shall be permitted to withdraw its support for the Plan and shall be entitled to terminate the Agreement upon prompt written notice to the other Parties. For the avoidance of doubt, any termination of this Agreement pursuant to this Section 3(b) will be considered an Agreement Termination Event. (c) Each of the Issuers and Guarantors shall: (i) concurrently with such Party’s execution and delivery of this Agreement pay the DIP Financing Ordersretainers specified in clause (b)(iii) of Section 22 to the extent not previously paid; and (ii) promptly deliver to each of the Parties copies of any notices received by the Company pursuant to Section 4.

Commitment of the Company. Subject to Section 14 herein and for so long as no Termination Event has occurredthe terms hereof, the Company agrees toshall, jointly and severally: (ia) support use commercially reasonable efforts to consummate and complete the Restructuring and all transactions contemplated under this Agreement, the Restructuring Term Sheet, the Plan and all other Plan Related Documents; (ii) negotiate in good faith the Definitive Documents contemplated by this Agreement or otherwise necessary to effectuate the Restructuring, including, but not limited to the Plan, Disclosure Statement and Plan Related Documents, which shall be in form and substance reasonably acceptable to the Sponsoring Noteholders and the Company, on the terms and subject to the conditions as substantially set forth in this Agreement; (iii) take any and including taking all necessary and appropriate actions in furtherance of the Restructuring, the Chapter 11 Plan, the Releases, and this Agreement; (b) use commercially reasonable efforts to meet all Milestones; (c) use commercially reasonable efforts to obtain any and all required regulatory approvals for the Restructuring embodied in the Restructuring Documents, including the Chapter 11 Plan; (d) provide draft copies of the Chapter 11 Plan, Chapter 11 plan supplement, Disclosure Statement, motion to approve solicitation of the Chapter 11 Plan, the form of ballots, any proposed Confirmation Order, any motion to approve the use of cash collateral, any Cash Collateral Order, any proposed amended version of the Chapter 11 Plan or the Disclosure Statement, all “first day” and “second day” pleadings (including forms of orders thereof), and any other material motions, draft orders, pleadings or briefs (collectively, the “Two-Day Review Motions”) the Company intends to file with the Bankruptcy Court to the Term Loan Lender Steering Committee (via email to counsel Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP) at least two (2) days prior to filing with the Bankruptcy Court, with all other motions, applications, pleadings and briefs (the “Other Motions”) the Company intends to file with the Bankruptcy Court to be provided to counsel to the Term Loan Lender Steering Committee as soon as reasonably practicable prior to filing with the Bankruptcy Court, but in any event no fewer than twelve (12) hours prior to filing with the Bankruptcy Court, and in each case consult in good faith with such counsel regarding the form and substance of any such proposed filing with the Bankruptcy Court; provided that (i) the Debtors shall not be required to provide draft copies of any retention applications, any fee statements, or any fee applications to the Term Loan Lender Steering Committee, and (ii) if the notice required by this Section 5(d) with respect to Other Motions is not reasonably practicable with respect to any document, the Debtors may provide notice, prior to the expiration of such deadline, that such deadline cannot be met to the Term Loan Lender Steering Committee (via email to counsel Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP) and, if such document is provided to the Term Loan Lender Steering Committee as soon as reasonably practicable, no Termination Event shall occur as a result of such failure to comply with the terms of this Section 5(d) with respect to Other Motions; (e) file the Two-Day Review Motions and the Other Motions (other than those set forth in Sections 5(d)(i) and 5(d)(ii)) in form and substance reasonably acceptable to the Term Loan Lender Steering Committee (unless such document is subject to a higher standard of review and approval by the Term Loan Lender Steering Committee, in which case such higher standard of review and approval shall apply) and the Company, and seek interim and final (to the extent applicable and/or necessary) orders, in form and substance reasonably acceptable to the Term Loan Lender Steering Committee and the Company, from the Bankruptcy Court approving the relief requested in such documents; (f) provide draft copies of any motion for interim and final orders approving procedures regarding equity trading (and related proposed order), Chapter 11 Plan, Chapter 11 plan supplement, Disclosure Statement, motion to approve solicitation of the Chapter 11 Plan, the form of ballots, any proposed Confirmation Order, any proposed amended version of the Chapter 11 Plan or the Disclosure Statement to the Consenting Equityholders at least two (2) days prior to filing with the Bankruptcy Court; (g) file a customary “first day” motion for interim and final order approving procedures regarding equity trading that provides that, among other things, upon termination of this Agreement with respect to a Consenting Equityholder such Consenting Equityholder shall have the right to move the Bankruptcy Court for an order permitting the Consenting Equityholder to take any actions set forth in Section 4(a) hereof (and all other parties shall have the right to oppose such motion) and which shall be otherwise reasonably acceptable to the Consenting Equityholders and the Term Loan Lender Steering Committee, the approval of which the Company shall seek as soon as reasonably practicable after the Petition Date; (h) permit the disclosure of this Agreement, the aggregate amount of Equity Interests held by the Consenting Equityholders, and the aggregate amount of Covered Claims held by the Consenting Term Loan Lenders; provided, however, that the Company shall not disclose (i) individual Covered Claims amounts held by any Consenting Term Loan Lenders or (ii) the identity of any Consenting Term Loan Lender to any other party (including to other Consenting Term Loan Lenders) without the prior written consent of such Consenting Term Loan Lender; (i) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the transactions contemplated herein, negotiate in good faith appropriate additional or alternative provisions to address any such impediment; provided that the economic outcome for the Parties and other material terms of this Agreement are preserved in any such provisions; (j) subject to Section 14 of this Agreement, not directly or indirectly (A) join in or support any alternative plan or transaction other than the Chapter 11 Plan; or (B) take any action to alter in any material respect, unreasonably delay, interfere with, or impede the approval or ratification, as applicable, of the Restructuring, the Disclosure Statement, the solicitation and solicitation procedures, the Releases, and confirmation and consummation of the Chapter 11 Plan; (k) subject to Section 14 of this Agreement, not, nor encourage any other person or entity to, take any action that would, or would reasonably be expected to, breach or be inconsistent with this Agreement or, directly or indirectly, interfere with the acceptance, confirmation or consummation of the Plan, approval of the Releases, or implementation of the Restructuring; (l) continue to operate the Company’s business in the ordinary course in accordance with its reasonable business judgment and, subject to applicable laws, use commercially reasonable efforts to, consistent with the pursuit and consummation of the Restructuring and the transactions contemplated under thereby, preserve intact in all material respects the Restructuring Term Sheet, current business operations of the Plan Company and all other Plan Related Documents, including objecting to any pleadings filed with the Bankruptcy Court in opposition to the Restructuring (or that would frustrate or impede the Restructuring), the Plan Related Documents, or the Definitive Documentsits subsidiaries; (iv) file a formal objection or other opposition, on a timely basis in accordance with applicable law, to any motion, pleading, application, adversary proceeding or cause of action filed with the Bankruptcy Court by a third party seeking the entry of an order (a) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code), (b) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (c) dismissing the Chapter 11 Cases, or (d) modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable; (v) complete the Restructuring and all transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents within the Case Milestones set forth in this Agreement, (vi) obtain any and all required governmental, regulatory and/or third-party approvals for the Restructuring; (vii) take no actions inconsistent with this Agreement, the Restructuring Term Sheet, or the confirmation and consummation of the Plan; (viii) comply with each Case Milestone set forth in Section 5 herein; (ixm) not commence or support any an avoidance action or other legal proceeding (or consent to any other Person obtaining standing to commence any such avoidance action or other legal proceeding) that challenges the validity, enforceability, or priority of the Term Loans or obligations under the Credit Agreement, or any liens and claims of securing the Sponsoring Noteholderssame; (xn) pay all Transaction Expenses consistent with the terms of Section 19 hereof; (o) not directly or indirectly solicit, seek, formulate, proposetake any action inconsistent with, or enter into omit to take any agreements relating toaction required by the Credit Agreement, an Alternative Transactionexcept to the extent that any such action or inaction is expressly contemplated or permitted by this Agreement, the Chapter 11 Plan or any of the other Restructuring Documents; and (xip) pay provide prompt written notice to the Consenting Term Loan Lenders and the Consenting Equityholders between the date hereof and the Effective Date of the Chapter 11 Plan of (i) the occurrence, or failure to occur, of any event of which the occurrence or failure to occur would be reasonably likely to cause (A) any representation or warranty of the Company contained in full this Agreement to be untrue or inaccurate in any material respect, (B) any material covenant of the Company contained in this Agreement not to be satisfied in any material respect, or (C) any condition precedent contained in the Chapter 11 Plan or this Agreement not to occur or become impossible to satisfy, (ii) receipt of any written notice from any third party alleging that the consent of such party is or may be required as a condition precedent to consummation of the transactions contemplated by the Restructuring and this Agreement, including the Releases, (iii) receipt of any written notice from any governmental body that is material to the consummation of the transactions contemplated by the Restructuring, (iv) receipt of any written notice of any proceeding commenced or threatened against the Company that would otherwise affect in cash all feesany material respect the transactions contemplated by the Restructuring and this Agreement, costsincluding the Releases, and expenses (v) any failure of the Company to comply, in accordance any material respect, with or satisfy any covenant, condition, or agreement to be complied with or satisfied by them hereunder as a condition precedent to the consummation of the transactions contemplated by the Restructuring. The Company acknowledges and agrees and shall not dispute that after the commencement of the Chapter 11 Cases, the giving of notice of termination by any Party pursuant to this Agreement shall not be a violation of the automatic stay of section 362 of the Bankruptcy Code (and the Company hereby waives, to the greatest extent possible, the applicability of the automatic stay to the giving of such notice); provided that nothing herein shall prejudice any Party’s rights to argue that the giving of notice of default or termination was not proper under the terms of this Agreement. Notwithstanding anything to the contrary in Sections 4 or 5 of this Agreement, each of the Company’s officers and directors, in such capacities, is not, by virtue of the Company’s or the Consenting Equityholders’ obligations under this Agreement, prohibited from taking, or from refraining to take, any actions that are consistent with, and not in violation of, Section 18 14 of this Agreement, and neither the Company nor any Consenting Equityholder that is affiliated with such officer or director shall be in violation of this Agreement and by virtue of such individual taking, or refraining from taking, any such action, so long as any such action is consistent with the DIP Financing Ordersfiduciary obligations of the Company under applicable law (as reasonably determined by the Company after consultation with counsel).