Common use of Commitments of the Consenting Noteholders Clause in Contracts

Commitments of the Consenting Noteholders. Subject to the terms and conditions of this Agreement, each Consenting Noteholder (severally and not jointly) and solely in their capacity as a 2022 Noteholder and not in any other capacity agrees that, so long as no Termination Event has occurred: (a) on a timely basis, such Consenting Noteholder shall negotiate in good faith the Definitive Documents with the Company and execute and deliver each Definitive Document to which it is to be a party; (b) such Consenting Noteholder shall (i) use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective the Transaction and all other actions contemplated in connection therewith, (ii) use commercially reasonable efforts to take any action reasonably requested by any of the Company Parties to facilitate the implementation and consummation of the Transaction, and (iii) refrain from taking any actions inconsistent with, and not failing or omitting to take an action that is required by, this Agreement; (c) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transaction, each Consenting Noteholder will support and take all commercially reasonable steps reasonably necessary or desirable to address any such impediment provided such support and steps do not adversely affect the consideration such Consenting Noteholder will receive pursuant to the Transaction in any material respect; (d) such Consenting Noteholder shall use commercially reasonable efforts to support the approval and implementation of the Transaction; (e) such Consenting Noteholder shall timely exchange and tender (or cause to be tendered) all of its 2022 Notes in accordance with the applicable procedures set forth in the Notes Exchange Offer and prior to the Early Tender Date (as defined in the Offering Memorandum), including with respect to any 2022 Notes for which such Consenting Noteholder serves (now or hereafter) as the nominee, investment manager, or advisor for beneficial holders thereof; (f) such Consenting Noteholder shall provide, in accordance with the Notes Exchange Offer, all requisite consents required for execution of the 2022 Notes Seventh Supplemental Indenture; (g) such Consenting Noteholder shall not withdraw or revoke its tender or consent with respect to the Notes Exchange Offer and the 2022 Notes Seventh Supplemental Indenture, except as otherwise expressly permitted pursuant to the Offering Memorandum or this Agreement; (h) such Consenting Noteholder shall not: (i) object to, delay or impede the Transaction or the implementation thereof or initiate any legal proceedings that are inconsistent with, or that would delay, prevent, frustrate, or impede the approval, solicitation, or consummation of, the Transaction, the Definitive Documents, or any other transactions outlined therein or in the Term Sheet, or take any other action that is barred by this Agreement; (ii) vote for, consent to, support or participate in the formulation of any other restructuring, exchange or settlement of any of the 2022 Notes; or (iii) solicit, encourage, or direct any Person to undertake any action set forth in clauses (i) through (iii) of this subsection (h); (i) such Consenting Noteholder shall use commercially reasonable efforts to execute any document and give any notice, order, instruction, or direction necessary to support, facilitate, implement, consummate, or otherwise give effect to the Transaction; (j) such Consenting Noteholder shall not instruct the 2022 Notes Indenture Trustee to take any action, or to refrain from taking any action, that would be inconsistent with this Agreement or the Transaction.

Commitments of the Consenting Noteholders. Subject 5.1 Commencing on the RSA Effective Date, and for so long as the Termination Date has not occurred with respect to such Consenting Noteholder, each Consenting Noteholder, severally and not jointly, agrees to: (a) use its commercially reasonable efforts to support the Restructuring and Restructuring Transactions, as contemplated under this Agreement and the Restructuring Term Sheet; (b) use its commercially reasonable efforts to implement and, within five (5) Business Days after the occurrence of an Event of Default and no later than the Outside Date, consummate the Restructuring and Restructuring Transactions, and take any and all commercially reasonable and appropriate actions in furtherance of the Restructuring and Restructuring Transactions, as contemplated under this Agreement and the Restructuring Term Sheet; (c) negotiate and consult in good faith with the Company, the other Consenting Noteholders, and/or the Revolver Lenders, as applicable, regarding the terms and conditions of this Agreement, each Consenting Noteholder (severally and not jointly) and solely in their capacity as a 2022 Noteholder and not in any other capacity agrees that, so long as no Termination Event has occurred: (a) on a timely basis, such Consenting Noteholder shall negotiate in good faith the Definitive Documents with the Company Documents, and execute and deliver each Definitive Document in a timely manner any documents that may be required to which it is to be a partyeffectuate and consummate the Restructuring; (b) such Consenting Noteholder shall (i) use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective the Transaction and all other actions contemplated in connection therewith, (ii) use commercially reasonable efforts to take any action reasonably requested by any of the Company Parties to facilitate the implementation and consummation of the Transaction, and (iii) refrain from taking any actions inconsistent with, and not failing or omitting to take an action that is required by, this Agreement; (cd) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the TransactionRestructuring or Restructuring Transactions, each Consenting Noteholder will support and take all commercially reasonable steps reasonably necessary negotiate in good faith appropriate additional or desirable alternative provisions to address any such impediment provided such support and steps do not adversely affect the consideration such Consenting Noteholder will receive pursuant to the Transaction in any material respect; (d) such Consenting Noteholder shall use commercially reasonable efforts to support the approval and implementation of the Transaction;impediment; and (e) such Consenting Noteholder shall timely exchange and tender (or cause to be tendered) all of its 2022 Notes in accordance with the applicable procedures set forth in the Notes Exchange Offer and prior to the Early Tender Date (as defined in the Offering Memorandum), including with respect to any 2022 Notes for which such Consenting Noteholder serves (now or hereafter) as the nominee, investment manager, or advisor for beneficial holders thereof; (f) such Consenting Noteholder shall provide, in accordance with the Notes Exchange Offer, all requisite consents required for execution of the 2022 Notes Seventh Supplemental Indenture; (g) such Consenting Noteholder shall not withdraw or revoke its tender or consent with respect to the Notes Exchange Offer and the 2022 Notes Seventh Supplemental Indenture, except as otherwise expressly permitted pursuant to the Offering Memorandum or this Agreement; (h) such Consenting Noteholder shall not: (i) object to, delay or impede the Transaction or the implementation thereof or initiate any legal proceedings take no action that are is inconsistent with, or that would delay, prevent, frustrateis intended or reasonably likely to interfere with, or impede the approval, solicitation, otherwise delay or consummation ofimpede, the TransactionRestructuring or Restructuring Transactions, this Agreement, the Restructuring Term Sheet or any of the Definitive Documents. For the avoidance of doubt, the Consenting Noteholders are permitted to accelerate and declare an Event of Default under the Existing Notes for the purpose of effectuating the Restructuring and the Restructuring Transactions. 5.2 Commencing on the RSA Effective Date, and for so long as the Termination Date has not occurred, (i) AllianzGI agrees to use its commercially reasonable efforts (it being understood, however, that commercially reasonable efforts shall not require the expenditures of any funds) to consent to the Restructuring and Restructuring Transactions on behalf of the holders of the VPC Notes, or any other transactions outlined therein or in cause the Term Sheetholders of the VPC Notes to consent to the Restructuring and Restructuring Transactions, or take any other action that is barred by this Agreement; which commercially reasonable efforts shall include exercising its contractual rights under its agreements with the holders of the VPC Notes, and (ii) vote for, consent to, support or participate in the formulation of any other restructuring, exchange or settlement of any of the 2022 Notes; or (iii) solicit, encourage, or direct any Person SMH Capital Advisors LLC agrees to undertake any action set forth in clauses (i) through (iii) of this subsection (h); (i) such Consenting Noteholder shall use its commercially reasonable efforts to execute any document and give any notice, order, instruction, or direction obtain all approvals necessary for it to support, facilitate, implement, consummate, or otherwise give effect consent to the Transaction; Restructuring and Restructuring Transactions on behalf of the existing beneficial holders of approximately $15.6 million in Existing Notes for which SMH Capital Advisors LLC serves as sub-investment manager appointed by the investment manager for a fund which qualifies as a qualified institutional bondholder under SEC Rule 144A (j) such Consenting Noteholder it being understood, however, that commercially reasonable efforts shall not instruct require the 2022 Notes Indenture Trustee to take expenditure of any actionfunds). For the avoidance of doubt, or to refrain from taking any action, it is understood and acknowledged that would be inconsistent with SMH Capital Advisors LLC shall incur no liability under this Agreement or be under any obligation hereunder (except to use such commercially reasonable efforts) unless and until it receives such consent from the Transactioninvestment manager.

Commitments of the Consenting Noteholders. Subject to the terms and conditions of this Agreement, each Consenting Noteholder (severally and not jointly) and solely in their capacity as a 2022 Noteholder and not in any other capacity agrees that, so long as no Termination Event has occurred: (a) on a timely basis, such Consenting Noteholder shall negotiate in good faith the Definitive Documents with the Company and, assuming agreement by the Required Consenting Noteholders with the form and substance of the Definitive Documents in their reasonable discretion and agreement by the Initial Backstop Parties with the form and substance of certain of the Definitive Documents (as set forth in Section 1 hereof) in their reasonable discretion, execute and deliver each Definitive Document to which it is to be a party; (b) such Consenting Noteholder shall (i) use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective the Transaction and all other actions contemplated in connection therewith, (ii) use commercially reasonable efforts to take any action reasonably requested by any of the Company Parties to facilitate the implementation and consummation of the Transaction, and (iii) refrain from taking any actions inconsistent with, and not failing or omitting to take an action that is required by, this Agreement; (c) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transaction, each Consenting Noteholder will support and take all commercially reasonable steps reasonably necessary or desirable to address any such impediment provided such support and steps do not adversely affect the consideration such Consenting Noteholder will receive pursuant to the Transaction in any material respect; (d) such Consenting Noteholder shall use commercially reasonable efforts to support the approval and implementation of the Transaction; (ed) such Consenting Noteholder shall timely exchange vote, exchange, and tender (or cause to be voted or tendered) all of its 2022 Senior Notes Claims in accordance with favor of the applicable procedures set forth in the Notes Exchange Offer and prior to the Early Tender Date (as defined in the Offering Memorandum)Transaction, including with respect to any 2022 Senior Notes for which such Consenting Noteholder serves (now or hereafter) as the nominee, investment manager, or advisor for beneficial holders thereof, and shall validly tender its Senior Notes in the Exchange Offer in accordance with the applicable procedures set forth in the Exchange Offer and Consent Solicitation Materials; (fe) such Consenting Noteholder shall provide, in accordance with the Notes Exchange OfferOffer and Consent Solicitation Materials, all requisite consents required for execution of any amendments to the 2022 Senior Notes Seventh Supplemental IndentureIndentures consistent with the Transaction Term Sheet; (f) such Consenting Noteholder shall not withdraw or revoke its tender, consent, or vote with respect to the Transaction, including any consent solicitation and exchange (as applicable), except as otherwise expressly permitted pursuant to this Agreement; (g) such Consenting Noteholder shall not withdraw or revoke (in its tender or consent with respect capacity as a holder of Senior Notes and, if applicable and in its capacity as a holder of Senior Credit Facilities Claims and/or any equity interests in any of the Credit Parties, to the Notes Exchange Offer and the 2022 Notes Seventh Supplemental Indenture, except as otherwise expressly permitted pursuant extent such Senior Credit Facilities Claims and/or equity interests are subject to the Offering Memorandum control or this Agreement; (h) direction of such Consenting Noteholder shall not:Noteholder): (i) object to, delay or impede to the Transaction or the implementation thereof or initiate any legal proceedings that are inconsistent with, or that would delay, prevent, frustrate, or impede the approval, solicitation, or consummation of, the Transaction, the Definitive Documents, the Pre-Closing Steps, or any other transactions outlined therein or in the Transaction Term Sheet, or take any other action that is barred by this Agreement, so long as the Definitive Documents contain terms and conditions effectuating the Transaction that conform in all material respects with this Agreement; (ii) vote for, consent to, support support, or participate in the formulation of any other restructuring, exchange exchange, or settlement of any of the 2022 Senior Notes, any other Claims against or interests in the Credit Parties (to the extent such other Claims and/or equity interests are subject to the control or direction of such Consenting Noteholder), any other transaction involving the Company, any of its assets, or any of the Credit Parties’ stock, or any plan of reorganization or liquidation under any bankruptcy, insolvency, or similar laws, whether domestic or foreign, in respect of any of the Credit Parties; (iii) directly or indirectly seek, solicit, support, formulate, entertain, encourage, engage in any inquiries or discussions concerning, or enter into any agreements relating to, any other transaction regarding the Company and/or any restructuring, plan of reorganization, receivership, proposal or offer of dissolution, winding up, liquidation, reorganization, merger, transaction, sale, assignment for the benefit of creditors, or any other restructuring in any manner of any of the Credit Parties (or any of their assets, liabilities, or equity interests); or (iiiiv) solicit, encourage, or direct any Person to undertake any action set forth in clauses (i) through (iii) of this subsection (h)hereof; (ih) such Consenting Noteholder shall use commercially reasonable efforts to execute any document and give any notice, order, instruction, or direction necessary to support, facilitate, implement, consummate, or otherwise give effect to the Transaction; provided, for the avoidance of doubt, that no Consenting Noteholder shall be required to make any such effort if prohibited by applicable law or governmental regulation; provided, further, that no Consenting Noteholder shall be required to direct the Senior Notes Indenture Trustees or the Term Loan Agent to take any action that may result in the incurrence or provision of any indemnity obligations; (i) unless otherwise prohibited by law, governmental regulation, or contract (provided that, in the case of a contract entered into after the date hereof, such contract does not violate such Consenting Noteholder’s obligations pursuant to the terms of this Agreement), such Consenting Noteholder shall use commercially reasonable efforts to promptly notify the Company and the other Consenting Noteholders upon the receipt of any written solicitation or proposal relating to any other transaction, sale, proposal, dissolution, consolidation, joint venture, winding up, liquidation, reorganization, merger, plan, scheme, amalgamation, or restructuring of the Company or any of its subsidiaries other than as contemplated in this Agreement; (j) such Consenting Noteholder shall not instruct the 2022 Senior Notes Indenture Trustee Trustees or the Term Loan Agent to take any action, or to refrain from taking any action, that would be inconsistent with this Agreement or the Transaction; and (k) to the extent such Consenting Noteholder is also a Backstop Party, such Consenting Noteholder shall (i) on a timely basis, negotiate in good faith the Backstop and Private Placement Agreement and any and all related documents; (ii) purchase the New Money First Lien Issuer Notes on the terms and conditions set forth in the Backstop and Private Placement Agreement; and (iii) use commercially reasonable efforts to support the negotiation, approval, and consummation of the Transaction as set forth in the Backstop and Private Placement Agreement; provided that this Section 4(k) is subject to the Backstop and Private Placement Agreement being acceptable to each such Consenting Noteholder that is also a Backstop Party, each in its reasonable discretion.

Commitments of the Consenting Noteholders. Subject in all respects to the terms and conditions of this Agreementhereof, each Consenting Noteholder (severally and not jointly) and solely in their capacity as a 2022 Noteholder and not in any other capacity agrees that, for so long as no Termination Event this Agreement has occurrednot been terminated in accordance with the terms hereof by or as to a Consenting Noteholder, each such Consenting Noteholder, solely with respect to itself, as applicable, agrees to comply with the following covenants: (a) on a timely basisEach of the Consenting Noteholders hereby covenants and agrees to support the Plan, such Consenting Noteholder shall negotiate in good faith including the Definitive Documents solicitation, confirmation, and consummation of the Plan, as may be applicable, and will not take any actions materially inconsistent with this Agreement or the Company and execute and deliver each Definitive Document to which it is to be a partyPlan; (b) such Consenting Noteholder shall (i) use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective the Transaction and all other actions contemplated in connection therewith, (ii) use commercially reasonable efforts to take any action reasonably requested by any Each of the Company Parties to facilitate the implementation Consenting Noteholders hereby covenants and consummation of the Transactionagrees, and (iii) refrain from taking any actions inconsistent with, and not failing or omitting to take an action that is required by, this Agreement; (c) to the extent that any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the TransactionPlan, each Consenting Noteholder will support and take all commercially reasonable steps reasonably necessary to negotiate in good faith appropriate additional or desirable alternative provisions to address any such impediment provided such support and steps do not adversely affect the consideration such Consenting Noteholder will receive pursuant to the Transaction in any material respect; (d) such Consenting Noteholder shall use commercially reasonable efforts to support the approval and implementation of the Transaction; (e) such Consenting Noteholder shall timely exchange and tender (or cause to be tendered) all of its 2022 Notes in accordance with the applicable procedures set forth in the Notes Exchange Offer and prior to the Early Tender Date (as defined in the Offering Memorandum)impediment, including with respect to any 2022 Notes voting or other issues caused by the rejection of executory contracts and leases; provided, however, that the economic outcome for which such the Consenting Noteholders, the anticipated timing of confirmation and the effective date of the Plan, and other material terms as contemplated herein and in the Plan must be substantially preserved, as determined by the Consenting Noteholders in their reasonable discretion. In addition, each Consenting Noteholder serves (now or hereafter) as agrees that any modifications to the nominee, investment managerPlan related solely to the rejection of executory contracts and leases, or advisor decisions to reject or not to reject executory contracts and leases, will not affect the economic outcome for beneficial holders the Consenting Noteholders and will not be considered a material change of this Agreement or the Plan. (c) Each of the Consenting Noteholders hereby covenants and agrees to (i) timely vote or cause to be voted all such Senior Notes Claims that it holds, controls, or has the ability to control, to accept the Plan by delivering its duly executed and completed ballot accepting the Plan upon solicitation of the Plan in accordance with sections 1125 and 1126 of the Bankruptcy Code; (ii) not change or withdraw such vote (or cause or direct such vote to be changed or withdrawn); provided, however, that the votes of the Consenting Noteholders shall be immediately revoked and deemed void ab initio upon termination of this Agreement; and (iii) not “opt out” of any releases under the Plan; (d) Each of the Consenting Noteholders hereby covenants and agrees not to take any action (or encourage or instruct any other party to take any action) in respect of any potential, actual, or alleged occurrence of any default or alleged default under the Senior Notes, including any default that would be triggered as a result of the commencement of the Chapter 11 Cases or the undertaking of any Debtor to implement the terms of this Agreement or the Plan; (e) Each of the Consenting Noteholders hereby covenants and agrees (i) not to object to, or vote or cause to be voted (to the extent applicable) any of the Senior Notes Claims that it holds, controls, or has the ability to control, to reject the Plan or (ii) otherwise commence any proceeding to oppose the Plan or object to confirmation thereof; (f) such Consenting Noteholder shall provide, in accordance with the Notes Exchange Offer, all requisite consents required for execution Each of the 2022 Notes Seventh Supplemental Indenture; (g) such Consenting Noteholder shall Noteholders hereby covenants and agrees to not withdraw directly or revoke its tender or consent with respect to the Notes Exchange Offer and the 2022 Notes Seventh Supplemental Indenture, except as otherwise expressly permitted pursuant to the Offering Memorandum or this Agreement; (h) such Consenting Noteholder shall not: indirectly (i) object seek, solicit, support, encourage, or vote or cause to be voted (to the extent applicable) its Senior Notes Claims for, consent to, delay or impede encourage any plan of reorganization or liquidation, proposal, offer, dissolution, wind-up, liquidation, reorganization, merger, consolidation, business combination, joint venture, partnership, sale of assets, or restructuring for any of the Transaction Debtors other than the Plan or the implementation thereof or initiate (ii) take any legal proceedings other action that are is materially inconsistent with, or that would delay, prevent, frustrate, delay or impede obstruct the approvalproposal, solicitation, confirmation, or consummation ofof the Plan; and (g) On the effective date of the Plan, the TransactionDebtors' existing senior management team, which includes members with employment agreements, will remain in their current positions. Each of the Consenting Noteholders, the Definitive DocumentsDebtors and the senior management team members with employment agreements hereby covenants and agrees to negotiate in good faith potential amendments and modifications to such employment agreements of senior management on commercially reasonable terms within 45 days of the Petition Date. (h) In addition to their agreements as Consenting Noteholders, or any other transactions outlined therein or each of the DIP Lenders hereby commits to advance its specified commitment for the DIP facility on the terms and conditions contained in the Term SheetDIP Credit Agreement; provided, however, that no Consenting Noteholders other than the DIP Lenders shall be obligated to fund or take any other action that is barred otherwise will be required to provide financing in connection with the Debtors’ Chapter 11 Cases except pursuant to separate definitive documentation relating specifically to such funding, if any, (i) executed by this Agreement; such Consenting Noteholder and (ii) vote forapproved by a final order of the Bankruptcy Court no longer subject to appeal, consent toif necessary, support or participate in along with the formulation satisfaction of any other restructuringconditions precedent to such funding under any related definitive documentation. provided, exchange or settlement however, that this Agreement, including the foregoing provisions of this Section 3.01 will not (i) limit the rights of any of the 2022 Notes; or (iii) solicitConsenting Noteholders to appear and participate as a party in interest in any matter to be adjudicated in the Chapter 11 Cases, encourage, or direct any Person to undertake any action set forth so long as such appearance and the positions advocated in clauses (i) through (iii) of this subsection (h); (i) such Consenting Noteholder shall use commercially reasonable efforts to execute any document and give any notice, order, instruction, or direction necessary to support, facilitate, implement, consummate, or otherwise give effect to the Transaction; (j) such Consenting Noteholder shall connection therewith are not instruct the 2022 Notes Indenture Trustee to take any action, or to refrain from taking any action, that would be materially inconsistent with this Agreement and/or the terms of the proposed Plan, and, other than as a result of actions or omissions any such Consenting Noteholder takes or does not take in good faith to enforce its rights under this Agreement and/or the Transactionterms of the proposed Plan, do not hinder, delay or prevent consummation of the proposed Plan; (ii) prohibit any of the Consenting Noteholders from appearing in proceedings for the purpose of contesting whether any matter or fact is or results in a breach of, or is materially inconsistent with, this Agreement (so long as such appearance is not for the purpose of hindering or intending to hinder, the Plan) or for the purpose of taking such action as may be necessary in the discretion of such Consenting Noteholder to protect such Consenting Noteholder’s interests upon such breach; provided, further that the Parties hereby reserve their rights to oppose such relief; provided, further that except as expressly provided herein, this Agreement and all communications and negotiations among the Consenting Noteholders and the Debtors with respect hereto or any of the transactions contemplated hereunder are without waiver or prejudice to the Consenting Noteholders’ and the Debtors’ rights and remedies and the Consenting Noteholders and the Debtors hereby reserve all claims, defenses, and positions that they may have with respect to the Consenting Noteholders and/or the Debtors in the event that the Plan is not consummated or this Agreement terminates; and (iii) limit the ability of a Consenting Noteholder to sell or enter into any transactions in connection with the Senior Notes Claims or any other claims against or interests in the Debtors, subject to Section 6 of this Agreement.