Common use of Commitment of the Partnership Clause in Contracts

Commitment of the Partnership. Subject to the Partnership’s fiduciary duties under applicable law and governing documents, as of the TSA Effective Date (as defined below), and for so long as the Termination Date (as defined below) has not occurred, the Partnership agrees to: a. support the Transaction, including the Amendment, as contemplated under this Agreement and the Term Sheets; b. implement and consummate the Transaction, including the Amendment, in a timely manner and take any and all commercially reasonable and appropriate actions in furtherance of the Transaction and the Amendment as contemplated under this Agreement and the Term Sheets; c. negotiate in good faith with the Consenting Lenders the Amendment and other definitive documents that are contemplated in the Amendment Term Sheet and/or that are necessary or desirable for the consummation of the Amendment (collectively, the “Definitive Documents”), which shall contain provisions that are consistent with this Agreement, the Term Sheets, and such other provisions as are agreed to by the Required Lenders (as that term is defined in the Credit Agreement) and the Partnership (it being understood and agreed that any terms therefore contained in the Amendment Term Sheet shall be deemed to be so acceptable); d. negotiate in good faith with (i) the Consenting Lenders and other Transaction Parties regarding the terms and conditions of, and the other definitive documents for, the Transaction, including in connection with the Note Claims arising under the Indenture and the claims arising under the Receivables Financing Agreement dated as of January 13, 2015 (as amended, the “A/R Securitization”), by and among Foresight Receivables LLC, PNC Bank, National Association, and the lenders and guarantors party thereto, as applicable, on terms consistent with the Transaction Term Sheet and (ii) any third party creditors and contract counterparties (in each case unaffiliated with the Partnership) as may be necessary or appropriate under the circumstances in furtherance of the Transaction and in the exercise of the Partnership’s fiduciary duties to maximize value for the Partnership; provided that such definitive documents shall contain provisions that are consistent with the Term Sheets and shall otherwise be reasonably satisfactory to the Required Lenders (as that term is defined in the Credit Agreement) to the extent such documents directly impact the Consenting Lenders; e. obtain any and all required regulatory and third-party approvals for the Transaction, including the Amendment; f. not directly or indirectly (i) seek, solicit, support, encourage, propose, assist, consent to, or participate in any discussions regarding the negotiation or formulation of any proposal, offer, dissolution, winding up, liquidation, reorganization, merger, consolidation, business combination, joint venture, partnership, sale of assets, or restructuring of the Partnership other than the Transaction (including the Amendment) (each, an “Alternative Proposal”), (ii) publicly announce its intention not to pursue the Transaction and/or the Amendment or (iii) take any other action that is inconsistent with, or that would reasonably be expected to prevent, interfere with or delay the proposal, solicitation, confirmation, or consummation of the Transaction and/or the Amendment; g. take no actions inconsistent with this Agreement or the Term Sheets; h. at the request of any Consenting Lender, promptly deliver to such Lender a list of all Consenting Lenders and appropriate contact information for such Consenting Lenders; and i. provide the Consenting Lenders or their professional advisors with reasonable access to management upon reasonable notice and keep the Consenting Lenders reasonably apprised of any material adverse developments regarding the Partnership’s business operations.

Commitment of the Partnership. Subject to the Partnership’s fiduciary duties under applicable law and and/or its governing documentsdocuments to act in the best interests of the Partnership, as of commencing on the TSA Effective Date (as defined below), and for so long as the Termination Date (as defined below) has not occurred, the Partnership agrees and, as applicable, FEGP agree (jointly and severally) to: a. support the Transaction, including the Amendment, as contemplated under this Agreement and the Transaction Term SheetsSheet; b. implement and consummate the Transaction, including the Amendment, Transaction in a timely manner and take any and all commercially reasonable and appropriate actions in furtherance of the Transaction and the Amendment as contemplated under this Agreement and the Transaction Term SheetsSheet; provided, however, that the Partnership shall not accept tenders of Notes or consummate the Exchange Offer unless and until all of the conditions to the effectiveness of the Transaction (including the Exchange Offer) set forth in the Transaction Term Sheet and the definitive offering memorandum relating to the Exchange Offer (the “Offering Memorandum”) have been waived with the prior written consent of the Required Consenting Noteholders (as defined below) or satisfied or will be satisfied or waived contemporaneously with the closing of the Transaction; c. negotiate in good faith with the Consenting Lenders Noteholders the Amendment and other terms of the definitive documents that are contemplated in the Amendment Transaction Term Sheet and/or that are necessary or desirable for the consummation of the Amendment (collectively, the “Definitive Documents”) including, without limitation: (i) the indenture governing the terms of the Second Lien Notes (the “Second Lien Notes Indenture”) and the indenture governing the terms of the Convertible PIK Notes (the “Convertible PIK Notes Indenture,” and together with the Second Lien Notes Indenture, each, a “New Notes Indenture” and, collectively, the “New Notes Indentures”), (ii) the collateral and security documents that create, evidence or perfect the liens on and security interests in the assets and properties of the Partnership to secure the indebtedness and other obligations under the New Notes, the New Notes Indentures and the New Notes Guarantees (as defined below) (such collateral and security documents, the “Notes Security Documents,” and such liens and security interests, the “New Notes Liens”), (iii) the guarantees to be provided by the Guarantors with respect to the obligations under the Second Lien Notes, the Second Lien Notes Indenture and the Notes Security Documents (such guarantees, the “Second Lien Notes Guarantee”) and the guarantees to be provided by the Guarantors with respect to the obligations under the Convertible PIK Notes, the Convertible PIK Notes Indenture and the Notes Security Documents (such guarantees, the “Convertible PIK Notes Guarantee,” and together with the Second Lien Notes Guarantee, each, a “New Notes Guarantee” and, collectively, the “New Notes Guarantees”), (iv) the Intercreditor Agreement, (v) the agreement governing the Warrants (the “Warrant Agreement”), (vi) the Registration Rights Agreement, and (vii) the Offering Memorandum and ancillary documents related to the Exchange Offer, the terms of which shall contain provisions that are be consistent with this Agreement, Agreement and the Transaction Term Sheets, Sheet and such other provisions as are agreed otherwise in form and substance acceptable to by the Partnership and the Required Lenders (as that term is defined in the Credit Agreement) and the Partnership Consenting Noteholders (it being understood and agreed that any terms therefore therefor contained in the Amendment Transaction Term Sheet shall be deemed to be so acceptable); provided, however, that “Definitive Documents” shall not include (x) the Credit Agreement Amendment or (y) the Securitization Facility Amendment, but shall include the Intercreditor Agreement; d. negotiate in good faith with (i) the Consenting Lenders Noteholders and other Transaction Parties regarding the terms and conditions of, of (A) the Definitive Documents and (B) any documents (other than the other definitive documents for, Definitive Documents) necessary to implement the Transaction, including in connection with the Note Claims arising under the Indenture and the claims arising under the Receivables Financing Agreement dated as of January 13, 2015 (as amended, the “A/R Securitization”), by and among Foresight Receivables LLC, PNC Bank, National Association, and the lenders and guarantors party thereto, as applicable, on terms consistent with the Transaction Term Sheet and (ii) any third party creditors and contract counterparties (in each case unaffiliated with the Partnership) as may be necessary or appropriate under the circumstances in furtherance of the Transaction and in the exercise of the Partnership’s fiduciary duties to maximize value for the PartnershipTransaction; provided that such definitive documents referred to in clause (i)(B) above shall contain provisions that are consistent with the Transaction Term Sheets Sheet and, to the extent any provisions of such documents are not addressed by the Transaction Term Sheet and directly impact the Consenting Noteholders, such provisions shall otherwise be reasonably satisfactory to the Required Lenders (as that term is defined in the Credit Agreement) to the extent such documents directly impact the Consenting LendersNoteholders; e. in the case of the Partnership, obtain any and all required governmental, regulatory and third-party approvals for the Transaction, including the Amendment; f. not directly or indirectly (i) seek, solicit, support, encourage, propose, assist, consent to, or participate in any discussions regarding the negotiation or formulation of any proposal, offer, dissolution, winding up, liquidation, reorganization, recapitalization, assignment for the benefit of creditors, merger, consolidation, business combination, joint venture, partnership, sale of assets, or restructuring of the Partnership other than the Transaction (including the Amendment) (each, an “Alternative Proposal”), (ii) publicly announce its intention not to pursue the Transaction and/or the Amendment or (iii) take any other action that is inconsistent with, or that would reasonably be expected to prevent, interfere with or delay the proposal, solicitation, confirmation, or consummation of the Transaction and/or the AmendmentTransaction; g. take no actions inconsistent with this Agreement or the Transaction Term Sheets; h. at the request of any Consenting Lender, promptly deliver to such Lender a list of all Consenting Lenders and appropriate contact information for such Consenting LendersSheet; and i. h. in the case of the Partnership, provide Stroock & Stroock & Xxxxx LLP, counsel to the Required Consenting Noteholders (“Stroock”), and the other advisors to the Consenting Lenders or their professional advisors Noteholders with reasonable access to management management-level employees of the Partnership upon reasonable notice and keep the Consenting Lenders Noteholders and their advisors reasonably apprised of any material adverse developments regarding the Partnership’s business operations, condition, assets, liabilities or finances.

Commitment of the Partnership. Subject to the Partnership’s fiduciary duties under applicable law and and/or its governing documentsdocuments to act in the best interests of the Partnership, as of commencing on the TSA Effective Date (as defined below), and for so long as the Termination Date (as defined below) has not occurred, the Partnership agrees and, as applicable, FEGP agree (jointly and severally) to: a. support the Transaction, including the Amendment, as contemplated under this Agreement and the Transaction Term SheetsSheet; b. implement and consummate the Transaction, including the Amendment, Transaction in a timely manner and take any and all commercially reasonable and appropriate actions in furtherance of the Transaction and the Amendment as contemplated under this Agreement and the Transaction Term SheetsSheet; provided, however, that the Partnership shall not accept tenders of Notes or consummate the Exchange Offer unless and until all of the conditions to the effectiveness of the Transaction (including the Exchange Offer) set forth in the Transaction Term Sheet and the definitive offering memorandum relating to the Exchange Offer (the “Offering Memorandum”) have been waived with the prior written consent of the Required Consenting Noteholders (as defined below) or satisfied or will be satisfied or waived contemporaneously with the closing of the Transaction; c. negotiate in good faith with the Consenting Lenders Noteholders the Amendment and other terms of the definitive documents that are contemplated in the Amendment Transaction Term Sheet and/or that are necessary or desirable for the consummation of the Amendment (collectively, the “Definitive Documents”) including, without limitation: (i) the indenture governing the terms of the Second Lien Notes (the “Second Lien Notes Indenture”) and the indenture governing the terms of the Convertible PIK Notes (the “Convertible PIK Notes Indenture,” and together with the Second Lien Notes Indenture, each, a “New Notes Indenture” and, collectively, the “New Notes Indentures”), (ii) the collateral and security documents that create, evidence or perfect the liens on and security interests in the assets and properties of the Partnership to secure the indebtedness and other obligations under the New Notes, the New Notes Indentures and the New Notes Guarantees (as defined below) (such collateral and security documents, the “Notes Security Documents,” and such liens and security interests, the “New Notes Liens”), (iii) the guarantees to be provided by the Guarantors with respect to the obligations under the Second Lien Notes, the Second Lien Notes Indenture and the Notes Security Documents (such guarantees, the “Second Lien Notes Guarantee”) and the guarantees to be provided by the Guarantors with respect to the obligations under the Convertible PIK Notes, the Convertible PIK Notes Indenture and the Notes Security Documents (such guarantees, the “Convertible PIK Notes Guarantee,” and together with the Second Lien Notes Guarantee, each, a “New Notes Guarantee” and, collectively, the “New Notes Guarantees”), (iv) the Intercreditor Agreement, (v) the agreement governing the Warrants (the “Warrant Agreement”), (vi) the Registration Rights Agreement, and (vii) the Offering Memorandum and ancillary documents related to the Exchange Offer, the terms of which shall contain provisions that are be consistent with this Agreement, Agreement and the Transaction Term Sheets, Sheet and such other provisions as are agreed otherwise in form and substance acceptable to by the Partnership and the Required Lenders (as that term is defined in the Credit Agreement) and the Partnership Consenting Noteholders (it being understood and agreed that any terms therefore therefor contained in the Amendment Transaction Term Sheet shall be deemed to be so acceptable); provided, however, that “Definitive Documents” shall not include (x) the Credit Agreement Amendment or (y) the Securitization Facility Amendment, but shall include the Intercreditor Agreement; d. negotiate in good faith with (i) the Consenting Lenders Noteholders and other Transaction Parties regarding the terms and conditions of, of (A) the Definitive Documents and (B) any documents (other than the other definitive documents for, Definitive Documents) necessary to implement the Transaction, including in connection with the Note Claims arising under the Indenture and the claims arising under the Receivables Financing Agreement dated as of January 13, 2015 (as amended, the “A/R Securitization”), by and among Foresight Receivables LLC, PNC Bank, National Association, and the lenders and guarantors party thereto, as applicable, on terms consistent with the Transaction Term Sheet and (ii) any third party creditors and contract counterparties (in each case unaffiliated with the Partnership) as may be necessary or appropriate under the circumstances in furtherance of the Transaction and in the exercise of the Partnership’s fiduciary duties to maximize value for the PartnershipTransaction; provided that such definitive documents referred to in clause (i)(B) above shall contain provisions that are consistent with the Transaction Term Sheets Sheet and, to the extent any provisions of such documents are not addressed by the Transaction Term Sheet and directly impact the Consenting Noteholders, such provisions shall otherwise be reasonably satisfactory to the Required Lenders (as that term is defined in the Credit Agreement) to the extent such documents directly impact the Consenting LendersNoteholders; e. in the case of the Partnership, obtain any and all required governmental, regulatory and third-party approvals for the Transaction, including the Amendment; f. not directly or indirectly (i) seek, solicit, support, encourage, propose, assist, consent to, or participate in any discussions regarding the negotiation or formulation of any proposal, offer, dissolution, winding up, liquidation, reorganization, recapitalization, assignment for the benefit of creditors, merger, consolidation, business combination, joint venture, partnership, sale of assets, or restructuring of the Partnership other than the Transaction (including the Amendment) (each, an “Alternative Proposal”), (ii) publicly announce its intention not to pursue the Transaction and/or the Amendment or (iii) take any other action that is inconsistent with, or that would reasonably be expected to prevent, interfere with or delay the proposal, solicitation, confirmation, or consummation of the Transaction and/or the AmendmentTransaction; g. take no actions inconsistent with this Agreement or the Transaction Term Sheets; h. at the request of any Consenting Lender, promptly deliver to such Lender a list of all Consenting Lenders and appropriate contact information for such Consenting LendersSheet; and i. h. in the case of the Partnership, provide Stroock & Stroock & Lxxxx LLP, counsel to the Required Consenting Noteholders (“Stroock”), and the other advisors to the Consenting Lenders or their professional advisors Noteholders with reasonable access to management management-level employees of the Partnership upon reasonable notice and keep the Consenting Lenders Noteholders and their advisors reasonably apprised of any material adverse developments regarding the Partnership’s business operations, condition, assets, liabilities or finances.

Commitment of the Partnership. Subject to the Partnership’s fiduciary duties under applicable law and governing documents, as of the TSA Effective Date (as defined below), and for so long as the Termination Date (as defined below) has not occurred, the Partnership agrees to: a. support the Transaction, including the Amendment, as contemplated under this Agreement and the A&R Term Sheets; b. implement and consummate the Transaction, including the Amendment, in a timely manner and take any and all commercially reasonable and appropriate actions in furtherance of the Transaction and the Amendment as contemplated under this Agreement and the A&R Term Sheets; c. negotiate in good faith with the Consenting Lenders Lenders, Xxxxxx and the Xxxxx Group the Amendment and other definitive documents that are contemplated in the A&R Amendment Term Sheet and/or that are necessary or desirable for the consummation of the Amendment (collectively, the “Definitive Documents”), which shall contain provisions that are consistent with this Agreement, the A&R Term Sheets, and such other provisions as are agreed to by the Required Lenders (as that term is defined in the Credit Agreement) ), the Partnership, Xxxxxx and the Partnership Xxxxx Group (it being understood and agreed that any terms therefore contained in the A&R Amendment Term Sheet shall be deemed to be so acceptable); d. negotiate in good faith with (i) the Consenting Lenders Lenders, Xxxxxx, the Xxxxx Group and other Transaction Parties regarding the terms and conditions of, and the other definitive documents for, the Transaction, including in connection with the Note Claims arising under the Indenture and the claims arising under the Receivables Financing Agreement dated as of January 13, 2015 (as amended, the “A/R Securitization”), by and among Foresight Receivables LLC, PNC Bank, National Association, and the lenders and guarantors party thereto, as applicable, and further including the FEGP LLC Agreement Amendment, the FEGP Governance Documents Modifications, the FELP LP Agreement Amendment, the PSA-Related Amendments, the Equity Adjustment Agreement, the Colt Assignment, the Side Letters, the Release Agreements and other documents affecting the rights of Xxxxxx and members of the Xxxxx Group (each, as defined in the A&R Transaction Term Sheet and, collectively, the “Sponsor Documents”), each on terms consistent with the A&R Transaction Term Sheet and (ii) any third party creditors and contract counterparties (in each case unaffiliated with the Partnership) as may be necessary or appropriate under the circumstances in furtherance of the Transaction and in the exercise of the Partnership’s fiduciary duties to maximize value for the Partnership; provided that such definitive documents shall contain provisions that are consistent with the A&R Term Sheets and shall otherwise be reasonably satisfactory to the Required Lenders (as that term is defined in the Credit Agreement) ), Xxxxxx or the members of the Xxxxx Group who are parties to such documents, as applicable, to the extent such documents directly impact the Consenting Lenderssuch Party; e. obtain any and all required regulatory and third-party approvals for the Transaction, including the Amendment; f. not directly or indirectly (i) seek, solicit, support, encourage, propose, assist, consent to, or participate in any discussions regarding the negotiation or formulation of any proposal, offer, dissolution, winding up, liquidation, reorganization, merger, consolidation, business combination, joint venture, partnership, sale of assets, or restructuring of the Partnership other than the Transaction (including the Amendment) (each, an “Alternative Proposal”), (ii) publicly announce its intention not to pursue the Transaction and/or the Amendment or (iii) take any other action that is inconsistent with, or that would reasonably be expected to prevent, interfere with or delay the proposal, solicitation, confirmation, or consummation of the Transaction and/or the Amendment; g. take no actions inconsistent with this Agreement or the A&R Term Sheets; h. at the request of any Consenting Lender, promptly deliver to such Lender a list of all Consenting Lenders and appropriate contact information for such Consenting Lenders; and i. provide the Consenting Lenders Lenders, Xxxxxx, the Xxxxx Group or any of their professional advisors with reasonable access to management upon reasonable notice and keep the Consenting Lenders Lenders, Xxxxxx and the Xxxxx Group reasonably apprised of any material adverse developments regarding the Partnership’s business operations.

Commitment of the Partnership. Subject to the Partnership’s fiduciary duties under applicable law and and/or its governing documentsdocuments to act in the best interests of the Partnership, as of commencing on the TSA Effective Date (as defined below), and for so long as the Termination Date (as defined below) has not occurred, the Partnership agrees and, as applicable, FEGP agree (jointly and severally) to: a. support the Transaction, including the Amendment, as contemplated under this Agreement and the A&R Transaction Term SheetsSheet; b. implement and consummate the Transaction, including the Amendment, Transaction in a timely manner and take any and all commercially reasonable and appropriate actions in furtherance of the Transaction and the Amendment as contemplated under this Agreement and the A&R Transaction Term SheetsSheet; provided, however, that the Partnership shall not accept tenders of Notes or consummate the Exchange Offer unless and until all of the conditions to the effectiveness of the Transaction (including the Exchange Offer) set forth in the A&R Transaction Term Sheet and the definitive offering memorandum relating to the Exchange Offer (the “Offering Memorandum”) have been waived with the prior written consent of the Required Consenting Noteholders (as defined below) or satisfied or will be satisfied or waived contemporaneously with the closing of the Transaction; c. negotiate in good faith with the Consenting Lenders Noteholders, Xxxxxx and the Amendment and other Xxxxx Group the terms of the definitive documents that are contemplated in the Amendment A&R Transaction Term Sheet and/or that are necessary or desirable for the consummation of the Amendment (collectively, the “Definitive Documents”) including, without limitation: (i) the indenture governing the terms of the Second Lien Notes (the “Second Lien Notes Indenture”) and the indenture governing the terms of the Exchangeable PIK Notes (the “Exchangeable PIK Notes Indenture,” and together with the Second Lien Notes Indenture, each, a “New Notes Indenture” and, collectively, the “New Notes Indentures”), (ii) the collateral and security documents that create, evidence or perfect the liens on and security interests in the assets and properties of the Partnership to secure the indebtedness and other obligations under the New Notes, the New Notes Indentures and the New Notes Guarantees (as defined below) (such collateral and security documents, the “Notes Security Documents,” and such liens and security interests, the “New Notes Liens”), (iii) the guarantees to be provided by the Guarantors with respect to the obligations under the Second Lien Notes, the Second Lien Notes Indenture and the Notes Security Documents (such guarantees, the “Second Lien Notes Guarantee”) and the guarantees to be provided by the Guarantors with respect to the obligations under the Exchangeable PIK Notes, the Exchangeable PIK Notes Indenture and the Notes Security Documents (such guarantees, the “Exchangeable PIK Notes Guarantee,” and together with the Second Lien Notes Guarantee, each, a “New Notes Guarantee” and, collectively, the “New Notes Guarantees”), (iv) the Intercreditor Agreement, (v) the agreement governing the Warrants (the “Warrant Agreement”), (vi) the Registration Rights Agreement, and (vii) the Offering Memorandum and ancillary documents related to the Exchange Offer, the terms of which shall contain provisions that are be consistent with this Agreement, Agreement and the A&R Transaction Term Sheets, Sheet and such other provisions as are agreed otherwise in form and substance acceptable to by the Partnership and the Required Lenders (as that term is defined in the Credit Agreement) and the Partnership Consenting Noteholders (it being understood and agreed that any terms therefore therefor contained in the Amendment A&R Transaction Term Sheet shall be deemed to be so acceptable); provided, however, that “Definitive Documents” shall not include (x) the Credit Agreement Amendment or (y) the Securitization Facility Amendment, but shall include the Intercreditor Agreement; d. negotiate in good faith with (i) the Consenting Lenders Noteholders, Xxxxxx, the Xxxxx Group and other Transaction Parties regarding the terms and conditions ofof (A) the Definitive Documents, including, without limitation, the FEGP LLC Agreement Amendment, the FEGP Governance Documents Modifications, the FELP LP Agreement Amendment, the PSA-Related Amendments, the Equity Adjustment Agreement, the Release Agreements, the Colt Assignment, and the Letter Agreements (collectively, the “Sponsor Documents”) and (B) any documents (other definitive documents for, than the Definitive Documents) necessary to implement the Transaction, including in connection with the Note Claims arising under the Indenture and the claims arising under the Receivables Financing Agreement dated as of January 13, 2015 (as amended, the “A/R Securitization”), by and among Foresight Receivables LLC, PNC Bank, National Association, and the lenders and guarantors party thereto, as applicable, on terms consistent with the Transaction Term Sheet and (ii) any third party creditors and contract counterparties (in each case unaffiliated with the Partnership) as may be necessary or appropriate under the circumstances in furtherance of the Transaction and in the exercise of the Partnership’s fiduciary duties to maximize value for the PartnershipTransaction; provided that such definitive documents referred to in clause (i)(B) above shall contain provisions that are consistent with the A&R Transaction Term Sheets Sheet and, to the extent any provisions of such documents are not addressed by the A&R Transaction Term Sheet and directly impact the Consenting Noteholders, Xxxxxx or the Xxxxx Group, such provisions shall otherwise be reasonably satisfactory to the Required Lenders (as that term is defined in Consenting Noteholders, the Credit Agreement) members of the Xxxxx Group who are parties to the extent such documents directly impact the Consenting Lendersand Xxxxxx, as applicable; e. in the case of the Partnership, obtain any and all required governmental, regulatory and third-party approvals for the Transaction, including the Amendment; f. not directly or indirectly (i) seek, solicit, support, encourage, propose, assist, consent to, or participate in any discussions regarding the negotiation or formulation of any proposal, offer, dissolution, winding up, liquidation, reorganization, recapitalization, assignment for the benefit of creditors, merger, consolidation, business combination, joint venture, partnership, sale of assets, or restructuring of the Partnership other than the Transaction (including the Amendment) (each, an “Alternative Proposal”), (ii) publicly announce its intention not to pursue the Transaction and/or the Amendment or (iii) take any other action that is inconsistent with, or that would reasonably be expected to prevent, interfere with or delay the proposal, solicitation, confirmation, or consummation of the Transaction and/or the AmendmentTransaction; g. take no actions inconsistent with this Agreement or the A&R Transaction Term Sheets; h. at the request of any Consenting Lender, promptly deliver to such Lender a list of all Consenting Lenders and appropriate contact information for such Consenting LendersSheet; and i. h. in the case of the Partnership, provide counsel and the other advisors to the Required Consenting Lenders or their professional advisors Noteholders, Xxxxxx and the Xxxxx Group with reasonable access to management management-level employees of the Partnership upon reasonable notice and keep the Consenting Lenders Noteholders, Xxxxxx, the Xxxxx Group and their respective advisors reasonably apprised of any material adverse developments regarding the Partnership’s business operations, condition, assets, liabilities or finances.