Common use of Disclosure Statement and Plan Clause in Contracts

Disclosure Statement and Plan. The Equity Committee will use commercially reasonable efforts to seek Bankruptcy Court approval of the Plan and Disclosure Statement under sections 1125 and 1129 of the Bankruptcy Code. Prior to filing or disseminating any revision, supplement, modification or amendment to the Plan, the Disclosure Statement or any version of the Plan or the Disclosure Statement, the Equity Committee will provide counsel to the Backstop Parties a copy of such filing, revision, modification, supplement or amendment and a reasonable opportunity to review and comment on such documents prior to being filed or disseminated; provided that such review and comment shall not constitute a presumption or other determination that the documents constitute (and comply with the definition of) either a Plan or a Disclosure Statement, as applicable. In addition, the Equity Committee will provide counsel to the Backstop Parties a copy of a draft of the Confirmation Order and a reasonable opportunity to review such draft prior to such order being filed with the Bankruptcy Court. The Equity Committee shall not make any revision, supplement, modification or amendment to the Plan, the Amended Disclosure Statement or the Confirmation Order that would change the provisions of any such document in a manner that is adverse to the Backstop Parties. “Required Backstop Parties” shall mean Backstop Parties representing, in the aggregate, at least [66 2/3]% of the total dollar amount committed by all Backstop Parties for the purchase of Unsubscribed Shares (i.e., $185 million); provided that (i) any consent, waiver, approval or other action of the Backstop Parties which (A) changes in any respect (1) the economic terms of this Agreement or the Plan or (2) the allocations of the Unsubscribed Shares (other than allocations solely among affiliated or related funds of a Backstop Party); (B) reduces the Equity Backstop Consideration or the Cash Backstop Consideration or changes the conditions under which either such fee is payable; or (C) changes the definition of Required Backstop Parties or the events which require any consent, waiver, approval or other action of the Required Backstop Parties, shall require the consent of each Backstop Party, and (ii) any consent, waiver, approval or other action which adversely and disproportionately affects a Backstop Party (compared to the effect on other Backstop Parties in their capacity as such under this Agreement) shall require the consent of each Backstop Party so disproportionately affected (in addition to any other required consent of the Backstop Parties). To the extent that the consent of any Backstop Party is required and such Backstop Party has assigned its rights and obligations under this Agreement to an Affiliate, the related Backstop Parties signatories hereto shall cooperate with the Company and the other Backstop Parties in seeking to obtain consents from such Affiliate in a timely and reasonable manner.

Disclosure Statement and Plan. The Equity Committee will use commercially reasonable efforts to seek Not later than ten (10) Business Days after the Bankruptcy Court approval of enters the Plan Approval Order or such longer period as may be agreed to by the Company and Disclosure Statement under sections 1125 and 1129 of the Bankruptcy Code. Prior to filing or disseminating any revisionBuyer, supplement, modification or amendment to the Plan, the Disclosure Statement or any version of the Plan or the Disclosure Statement, the Equity Committee will provide counsel to the Backstop Parties a copy of such filing, revision, modification, supplement or amendment and a reasonable opportunity to review and comment on such documents prior to being filed or disseminated; provided that such review and comment shall not constitute a presumption or other determination that the documents constitute (and comply with the definition of) either a Plan or a Disclosure Statement, as applicable. In addition, the Equity Committee will provide counsel to the Backstop Parties a copy of a draft of the Confirmation Order and a reasonable opportunity to review such draft prior to such order being filed with the Bankruptcy Court. The Equity Committee shall not make any revision, supplement, modification or amendment to the Plan, the Amended Disclosure Statement or the Confirmation Order that would change the provisions of any such document in a manner that is adverse to the Backstop Parties. “Required Backstop Parties” shall mean Backstop Parties representing, in the aggregate, at least [66 2/3]% of the total dollar amount committed by all Backstop Parties for the purchase of Unsubscribed Shares (i.e., $185 million); provided that (i) any consent, waiver, approval or other action of the Backstop Parties which (A) changes in any respect (1) the economic terms of this Agreement or the Plan or (2) the allocations of the Unsubscribed Shares (other than allocations solely among affiliated or related funds of a Backstop Party); (B) reduces the Equity Backstop Consideration or the Cash Backstop Consideration or changes the conditions under which either such fee is payable; or (C) changes the definition of Required Backstop Parties or the events which require any consent, waiver, approval or other action of the Required Backstop Parties, shall require the consent of each Backstop Party, and (ii) any consent, waiver, approval or other action which adversely and disproportionately affects a Backstop Party (compared to the effect on other Backstop Parties in their capacity as such under this Agreement) shall require the consent of each Backstop Party so disproportionately affected (in addition to any other required consent of the Backstop Parties). To the extent that the consent of any Backstop Party is required and such Backstop Party has assigned its rights and obligations under this Agreement to an Affiliate, the related Backstop Parties signatories hereto shall cooperate with the Company and the other Backstop Parties Debtors shall file the Plan with the Bankruptcy Court and seek approval from the Bankruptcy Court of a Second Amended and Restated Disclosure Statement, consistent with the terms and conditions set forth in seeking this Agreement and subject in form and substance to obtain consents from the reasonable approval of the Buyer (the "Disclosure Statement"), recommending the approval of the Plan. Without limiting the foregoing, the Plan will provide for payment and satisfaction of all Excluded Liabilities. All Old Common Stock and any rights to purchase Old Common Stock will be discharged, cancelled or otherwise terminated pursuant to the Plan and upon consummation of the transactions contemplated hereby. All information concerning the Company and the other Debtors provided by the Company and/or the other Debtors and contained in the Disclosure Statement shall be, as applicable, accurate in all material respects and shall comply with the requirements of the Bankruptcy Code and other applicable law. The Company shall promptly notify the Buyer if at any time before the Effective Date it becomes aware that the Disclosure Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such Affiliate in a timely event, the Company shall make the appropriate filings with the Bankruptcy Court regarding such misstatement or omission and reasonable mannertake such other actions to address such misstatement or omission as required by the Bankruptcy Court.

Disclosure Statement and Plan. (a) Not later than ten (10) Business Days after the Bankruptcy Court enters the Approval Order or such longer period as may be agreed to by the Company and the Buyer, the Company and the other Debtors shall file the Plan with the Bankruptcy Court and seek approval from the Bankruptcy Court of a Second Amended and Restated Disclosure Statement, consistent with the terms and conditions set forth in this Agreement and subject in form and substance to the reasonable approval of the Buyer (the "DISCLOSURE STATEMENT"), recommending the approval of the Plan. Without limiting the foregoing, the Plan will provide for payment and satisfaction of all Excluded Liabilities. All Old Common Stock and any rights to purchase Old Common Stock will be discharged, cancelled or otherwise terminated pursuant to the Plan and upon consummation of the transactions contemplated hereby. All information concerning the Company and the other Debtors provided by the Company and/or the other Debtors and contained in the Disclosure Statement shall be, as applicable, accurate in all material respects and shall comply with the requirements of the Bankruptcy Code and other applicable law. The Equity Committee will use commercially Company shall promptly notify the Buyer if at any time before the Effective Date it becomes aware that the Disclosure Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, the Company shall make the appropriate filings with the Bankruptcy Court regarding such misstatement or omission and take such other actions to address such misstatement or omission as required by the Bankruptcy Court. (b) Upon approval of the Disclosure Statement by the Bankruptcy Court, the Company and the other Debtors shall transmit the Disclosure Statement to holders of claims and equity interests in the Reorganization Cases. The Company shall use, and cause each of the other Debtors to use, their reasonable best efforts to seek Bankruptcy Court approval solicit acceptance of the Plan and Disclosure Statement under sections 1125 and 1129 obtain the entry of the Confirmation Order (including by seeking confirmation of the Plan pursuant to Section 1129(b) of the Bankruptcy CodeCode in the event any class of claims or interests shall have failed to accept the Plan or in the event any such class is deemed to have rejected the Plan) as soon as practicable after approval of the Disclosure Statement. Prior to the filing by Debtors of any amendment or disseminating any revision, supplement, modification or amendment supplement to the Plan, the Disclosure Statement or any version of the Plan or the Disclosure Statement, or any motion or other pleading describing or affecting the Equity Committee will transactions contemplated by this Agreement, the Company shall provide counsel a copy thereof to the Backstop Parties a copy of such filingBuyer and its counsel, revision, modification, supplement or amendment and the Buyer and its counsel shall be given a reasonable opportunity to review and comment on such documents prior amendment, supplement, motion or pleading. The Company shall provide to being the Buyer and to counsel for the Buyer copies of any and all pleadings filed by the Debtors (or disseminatedany of them) with respect to the Reorganization Cases. (c) If the Confirmation Order or any other Order of the Bankruptcy Court relating to (i) this Agreement, (ii) the Disclosure Statement, (iii) the solicitation of acceptance of the Plan, or (iv) confirmation of the Plan, shall be appealed by any party (or a petition for certiorari or motion for rehearing or reargument shall be filed with respect thereto), the Company agrees to take such steps, if any, as may be reasonable and appropriate to prosecute in good faith such appeal, petition or motion, or defend against such appeal, petition or motion, at the cost and expense of the Company, and to use reasonable efforts to obtain an expedited resolution of any such appeal, petition or motion, all with the objective of effecting the transactions contemplated by this Agreement; provided that such review and comment nothing herein shall require the Company to appeal from an Order as to which the Company does not believe bona fide grounds for appeal exist. (d) The Estate Representative shall not, without the prior written consent of the Buyer (which consent shall not constitute a presumption be unreasonably withheld) file any pleading or take other determination action in the Bankruptcy Court with respect to this Agreement, the Plan or the consummation of the transactions contemplated hereby or thereby that the documents constitute (and comply is inconsistent with the definition of) either a Plan or a Disclosure Statement, as applicable. In addition, the Equity Committee will provide counsel to the Backstop Parties a copy full performance and implementation of a draft of the Confirmation Order and a reasonable opportunity to review such draft prior to such order being filed with the Bankruptcy Court. The Equity Committee shall not make any revision, supplement, modification or amendment to the Plan, the Amended Disclosure Statement or the Confirmation Order that would change the provisions of any such document in a manner that is adverse this Agreement, subject to the Backstop Parties. “Required Backstop Parties” shall mean Backstop Parties representingfiduciary duties of the Company; provided, however, that nothing contained in the aggregateforegoing shall be construed to limit in any way the Estate Representative's rights under this Agreement, at least [66 2/3]% of including the total dollar amount committed by all Backstop Parties Estate Representative's rights under Article 11 hereof, or to limit the Estate Representative's rights to advocate for the purchase of Unsubscribed Shares (i.e., $185 million); provided that (i) any consent, waiver, approval or other action of the Backstop Parties which (A) changes in any respect (1) the economic terms of this Agreement and against any alternative transaction or plan of reorganization that does not effectuate the Plan or (2) the allocations of the Unsubscribed Shares (other than allocations solely among affiliated or related funds of a Backstop Party); (B) reduces the Equity Backstop Consideration or the Cash Backstop Consideration or changes the conditions under which either such fee is payable; or (C) changes the definition of Required Backstop Parties or the events which require any consent, waiver, approval or other action of the Required Backstop Parties, shall require the consent of each Backstop Party, and (ii) any consent, waiver, approval or other action which adversely and disproportionately affects a Backstop Party (compared to the effect on other Backstop Parties in their capacity as such under transactions contemplated by this Agreement) shall require the consent of each Backstop Party so disproportionately affected (in addition to any other required consent of the Backstop Parties). To the extent that the consent of any Backstop Party is required and such Backstop Party has assigned its rights and obligations under this Agreement to an Affiliate, the related Backstop Parties signatories hereto shall cooperate with the Company and the other Backstop Parties in seeking to obtain consents from such Affiliate in a timely and reasonable manner.

Disclosure Statement and Plan. (a) Not later than five (5) Business Days after the Bankruptcy Court enters the Approval Order, the Company and the other Debtors shall file the Plan with the Bankruptcy Court and seek approval from the Bankruptcy Court of a Second Amended and Restated Disclosure Statement, consistent with the terms and conditions set forth in this Agreement and subject in form and substance to the reasonable approval of the Buyer (the "DISCLOSURE STATEMENT"), recommending the approval of the Plan. Without limiting the foregoing, the Plan will provide for payment and satisfaction of all Excluded Liabilities. All Old Common Stock and any rights to purchase Old Common Stock will be discharged, cancelled or otherwise terminated pursuant to the Plan and upon consummation of the transactions contemplated hereby. All information concerning the Company and the other Debtors provided by the Company and/or the other Debtors and contained in the Disclosure Statement shall be, as applicable, accurate in all material respects and shall comply with the requirements of the Bankruptcy Code and other applicable law. The Equity Committee will use commercially Company shall promptly notify the Buyer if at any time before the Effective Date it becomes aware that the Disclosure Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, the Company shall make the appropriate filings with the Bankruptcy Court regarding such misstatement or omission and take such other actions to address such misstatement or omission as required by the Bankruptcy Court. (b) Upon approval of the Disclosure Statement by the Bankruptcy Court, the Company and the other Debtors shall transmit the Disclosure Statement to holders of claims and equity interests in the Reorganization Cases. The Company shall use, and cause each of the other Debtors to use, their reasonable best efforts to seek Bankruptcy Court approval solicit acceptance of the Plan and Disclosure Statement under sections 1125 and 1129 obtain the entry of the Confirmation Order (including by seeking confirmation of the Plan pursuant to Section 1129(b) of the Bankruptcy CodeCode in the event any class of claims or interests shall have failed to accept the Plan or in the event any such class is deemed to have rejected the Plan) as soon as practicable after approval of the Disclosure Statement. Prior to the filing by Debtors of any amendment or disseminating any revision, supplement, modification or amendment supplement to the Plan, the Disclosure Statement or any version of the Plan or the Disclosure Statement, or any motion or other pleading describing or affecting the Equity Committee will transactions contemplated by this Agreement, the Company shall provide counsel a copy thereof to the Backstop Parties a copy of such filingBuyer and its counsel, revision, modification, supplement or amendment and the Buyer and its counsel shall be given a reasonable opportunity to review and comment on such documents prior amendment, supplement, motion or pleading. The Company shall provide to being the Buyer and to counsel for the Buyer copies of any and all pleadings filed by the Debtors (or disseminatedany of them) with respect to the Reorganization Cases. (c) If the Confirmation Order or any other Order of the Bankruptcy Court relating to (i) this Agreement, (ii) the Disclosure Statement, (iii) the solicitation of acceptance of the Plan, or (iv) confirmation of the Plan, shall be appealed by any party (or a petition for certiorari or motion for rehearing or reargument shall be filed with respect thereto), the Company agrees to take such steps, if any, as may be reasonable and appropriate to prosecute in good faith such appeal, petition or motion, or defend against such appeal, petition or motion, at the cost and expense of the Company, and to use reasonable efforts to obtain an expedited resolution of any such appeal, petition or motion, all with the objective of effecting the transactions contemplated by this Agreement; provided that such review and comment nothing herein shall require the Company to appeal from an Order as to which the Company does not believe bona fide grounds for appeal exist. (d) The Estate Representative shall not, without the prior written consent of the Buyer (which consent shall not constitute a presumption be unreasonably withheld) file any pleading or take other determination action in the Bankruptcy Court with respect to this Agreement, the Plan or the consummation of the transactions contemplated hereby or thereby that the documents constitute (and comply is inconsistent with the definition of) either a Plan or a Disclosure Statement, as applicable. In addition, the Equity Committee will provide counsel to the Backstop Parties a copy full performance and implementation of a draft of the Confirmation Order and a reasonable opportunity to review such draft prior to such order being filed with the Bankruptcy Court. The Equity Committee shall not make any revision, supplement, modification or amendment to the Plan, the Amended Disclosure Statement or the Confirmation Order that would change the provisions of any such document in a manner that is adverse this Agreement, subject to the Backstop Parties. “Required Backstop Parties” shall mean Backstop Parties representingfiduciary duties of the Company; provided, however, that nothing contained in the aggregateforegoing shall be construed to limit in any way the Estate Representative's rights under this Agreement, at least [66 2/3]% of including the total dollar amount committed by all Backstop Parties Estate Representative's rights under Article 11 hereof, or to limit the Estate Representative's rights to advocate for the purchase of Unsubscribed Shares (i.e., $185 million); provided that (i) any consent, waiver, approval or other action of the Backstop Parties which (A) changes in any respect (1) the economic terms of this Agreement and against any alternative transaction or plan of reorganization that does not effectuate the Plan or (2) the allocations of the Unsubscribed Shares (other than allocations solely among affiliated or related funds of a Backstop Party); (B) reduces the Equity Backstop Consideration or the Cash Backstop Consideration or changes the conditions under which either such fee is payable; or (C) changes the definition of Required Backstop Parties or the events which require any consent, waiver, approval or other action of the Required Backstop Parties, shall require the consent of each Backstop Party, and (ii) any consent, waiver, approval or other action which adversely and disproportionately affects a Backstop Party (compared to the effect on other Backstop Parties in their capacity as such under transactions contemplated by this Agreement) shall require the consent of each Backstop Party so disproportionately affected (in addition to any other required consent of the Backstop Parties). To the extent that the consent of any Backstop Party is required and such Backstop Party has assigned its rights and obligations under this Agreement to an Affiliate, the related Backstop Parties signatories hereto shall cooperate with the Company and the other Backstop Parties in seeking to obtain consents from such Affiliate in a timely and reasonable manner.