Common use of Exit Financing Clause in Contracts

Exit Financing. The Debtors shall, and shall cause their Subsidiaries to, use their reasonable best efforts to, obtain exit financing providing for (i) a first lien term loan in a principal amount of one hundred million dollars ($100,000,000) (the “Exit Term Loan”) and (ii) to the extent determined appropriate by the Company and the Requisite Investors, a delayed draw term loan or a working capital facility (the “Exit Revolving Facility”), in each case, in an amount and on terms and conditions determined by the Company and the Requisite Investors in consultation with the Committee (the “Exit Financing”). Except with respect to such portion, if any and in any event not to exceed $16.2 million, that the Company and its Subsidiaries must retain in the form of Cash to satisfy the minimum liquidity conditions set forth in Section 8.1(f), which portion shall be used solely in accordance with the Plan, the net proceeds of the Exit Term Loan shall be used solely to partially satisfy repayment of advances under the DIP Credit Agreement at the Effective Time and the Exit Revolving Facility, if any, shall be available to fund the post-emergence operations and general corporate and working capital of the Company and its Subsidiaries. The Debtors and the Investors shall cooperate, in consultation with the Committee, in the Company’s efforts to obtain for and on behalf of the Company and its Subsidiaries the Exit Financing from financing sources satisfactory to the Company and the Investors in consultation with the Committee. The Debtors shall reasonably cooperate with the Investors in connection with arranging and obtaining of the Exit Financing, including by (a) participating in a reasonable number of meetings, due diligence sessions, management presentations and rating agency sessions, (b) assisting the Investors with preparation of materials required in connection with the Exit Financing and (c) executing and delivering any customary and reasonable commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other customary and reasonable definitive financing documents, or requested certificates or documents reasonably necessary or desirable to obtain the Exit Financing (the “Exit Financing Documents”). The Debtors shall provide to the Investors an opportunity to sponsor the Exit Term Loan and the Exit Revolving Facility, if any, on the same or better terms offered by any third party source of such facilities. In furtherance thereof, the Debtors shall not execute any commitment letter or Contract (or similar documents relating to the Exit Financing) without first providing the same to the Investors and giving the Investors five (5) Business Days to match such terms (or provide better terms for the Company). The Debtors agree that under no circumstances shall the execution of this Agreement or any act of the Investors pursuant to this Section 7.14 commit or be deemed a commitment by any of the Investors (or any their Affiliates) to provide or arrange the Exit Financing.

Exit Financing. The Debtors shall, and shall cause their Subsidiaries to, use their reasonable best efforts to, obtain exit financing providing for (i) a first lien term loan in a principal amount of one hundred million dollars ($100,000,000) (the “Exit Term Loan”) and (ii) to the extent determined appropriate by the Company and the Requisite Investors, a delayed draw term loan or a working capital facility (the “Exit Revolving Facility”), in each case, in an amount and on terms and conditions determined by the Company and the Requisite Investors in consultation with the Committee (the “Exit Financing”). Except with respect to such portion, if any and in any event not to exceed $16.2 million, that the Company and its Subsidiaries must retain in the form of Cash to satisfy the minimum liquidity conditions set forth in Section 8.1(f), which portion shall be used solely in accordance with the Plan, the net proceeds of the Exit Term Loan shall be used solely to partially satisfy repayment of advances under the DIP Credit Agreement at the Effective Time and the Exit Revolving Facility, if any, shall be available to fund the post-post- emergence operations and general corporate and working capital of the Company and its Subsidiaries. The Debtors and the Investors shall cooperate, in consultation with the Committee, cooperate in the Company’s efforts to obtain for and on behalf of the Company and its Subsidiaries the Exit Financing from financing sources satisfactory to the Company and the Investors in consultation with the CommitteeInvestors. The Debtors shall reasonably cooperate with the Investors in connection with arranging and obtaining of the Exit Financing, including by by (a) participating in a reasonable number of meetings, due diligence sessions, management presentations and rating agency sessions, (b) assisting the Investors with preparation of materials required in connection with the Exit Financing and (c) executing and delivering any customary and reasonable commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other customary and reasonable definitive financing documents, or requested certificates or documents reasonably necessary or desirable to obtain the Exit Financing (the “Exit Financing Documents”). The Debtors shall provide to the Investors an opportunity to sponsor the Exit Term Loan and the Exit Revolving Facility, if any, on the same or better terms offered by any third party source of such facilities. In furtherance thereof, the Debtors shall not execute any commitment letter or Contract (or similar documents relating to the Exit Financing) without first providing the same to the Investors and giving the Investors five (5) Business Days to match such terms (or provide better terms for the Company). The Debtors agree that under no circumstances shall the execution of this Agreement or any act of the Investors pursuant to this Section 7.14 commit or be deemed a commitment by any of the Investors (or any their Affiliates) to provide or arrange the Exit Financing.five

Exit Financing. The Debtors shall, and shall cause their Subsidiaries to, use their reasonable best efforts to, obtain exit financing providing for (i) a first lien term loan in a principal amount of one hundred million dollars ($100,000,000) (the “Exit Term Loan”) and (ii) to the extent determined appropriate by the Company and the Requisite Investors, a delayed draw term loan or a working capital facility (the “Exit Revolving Facility”), in each case, in an amount and on terms and conditions determined by the Company and the Requisite Investors in consultation with the Committee (the “Exit Financing”). Except with respect to such portion, if any and in any event not to exceed $16.2 million, that the Company and its Subsidiaries must retain in the form of Cash to satisfy the minimum liquidity conditions set forth in Section 8.1(f), which portion shall be used solely in accordance with the Plan, the net proceeds of the Exit Term Loan shall be used solely to partially satisfy repayment of advances under the DIP Credit Agreement at the Effective Time and the Exit Revolving Facility, if any, shall be available to fund the post-emergence operations and general corporate and working capital of the Company and its Subsidiaries. The Debtors and the Investors shall cooperate, in consultation with the Committee, cooperate in the Company’s efforts to obtain for and on behalf of the Company and its Subsidiaries the Exit Financing from financing sources satisfactory to the Company and the Investors in consultation with the CommitteeInvestors. The Debtors shall reasonably cooperate with the Investors in connection with arranging and obtaining of the Exit Financing, including by (a) participating in a reasonable number of meetings, due diligence sessions, management presentations and rating agency sessions, (b) assisting the Investors with preparation of materials required in connection with the Exit Financing and (c) executing and delivering any customary and reasonable commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other customary and reasonable definitive financing documents, or requested certificates or documents reasonably necessary or desirable to obtain the Exit Financing (the “Exit Financing Documents”). The Debtors shall provide to the Investors an opportunity to sponsor the Exit Term Loan and the Exit Revolving Facility, if any, on the same or better terms offered by any third party source of such facilities. In furtherance thereof, the Debtors shall not execute any commitment letter or Contract (or similar documents relating to the Exit Financing) without first providing the same to the Investors and giving the Investors five (5) Business Days to match such terms (or provide better terms for the Company). The Debtors agree that under no circumstances shall the execution of this Agreement or any act of the Investors pursuant to this Section 7.14 commit or be deemed a commitment by any of the Investors (or any their Affiliates) to provide or arrange the Exit Financing.

Exit Financing. The Debtors shall, and shall cause their Subsidiaries to, use their reasonable best efforts to, obtain exit financing providing for (i) a first lien term loan in a principal amount of one hundred million dollars ($100,000,000) (the “Exit Term Loan”) and (ii) to the extent determined appropriate by the Company and the Requisite Investors, a delayed draw term loan or a working capital facility (the “Exit Revolving Facility”), in each case, in an amount and on terms and conditions determined by the Company and the Requisite Investors in consultation with the Committee (the “Exit Financing”). Except with respect to such portion, if any and in any event not to exceed $16.2 million, that the Company and its Subsidiaries must retain in the form of Cash to satisfy the minimum liquidity conditions set forth in Section ‎Section 8.1(f), which portion shall be used solely in accordance with the Plan, the net proceeds of the Exit Term Loan shall be used solely to partially satisfy repayment of advances under the DIP Credit Agreement at the Effective Time and the Exit Revolving Facility, if any, shall be available to fund the post-emergence operations and general corporate and working capital of the Company and its Subsidiaries. The Debtors and the Investors shall cooperate, in consultation with the Committee, cooperate in the Company’s efforts to obtain for and on behalf of the Company and its Subsidiaries the Exit Financing from financing sources satisfactory to the Company and the Investors in consultation with the CommitteeInvestors. The Debtors shall reasonably cooperate with the Investors in connection with arranging and obtaining of the Exit Financing, including by (a) participating in a reasonable number of meetings, due diligence sessions, management presentations and rating agency sessions, (b) assisting the Investors with preparation of materials required in connection with the Exit Financing and (c) executing and delivering any customary and reasonable commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other customary and reasonable definitive financing documents, or requested certificates or documents reasonably necessary or desirable to obtain the Exit Financing (the “Exit Financing Documents”). The Debtors shall provide to the Investors an opportunity to sponsor the Exit Term Loan and the Exit Revolving Facility, if any, on the same or better terms offered by any third party source of such facilities. In furtherance thereof, the Debtors shall not execute any commitment letter or Contract (or similar documents relating to the Exit Financing) without first providing the same to the Investors and giving the Investors five (5) Business Days to match such terms (or provide better terms for the Company). The Debtors agree that under no circumstances shall the execution of this Agreement or any act of the Investors pursuant to this Section ‎Section 7.14 commit or be deemed a commitment by any of the Investors (or any their Affiliates) to provide or arrange the Exit Financing.