Infrastructure Sale. The U.S.
Infrastructure Sale. Contemporaneously with the execution of the RSA, the I Squared Infrastructure Sale Agreement shall be amended by execution of the I Squared Infrastructure Sale Agreement Amendment. Prior to the consummation of the I Squared Infrastructure Sale and the I Squared Infrastructure Sale Proceeds Paydown (as defined below), the RSA Holdings Condition shall have been satisfied. The I Squared Infrastructure Sale shall be consummated prior to the commencement of the Chapter 11 Cases. All Net Cash Proceeds of the I Squared Infrastructure Sale will be distributed in accordance with the terms of the Credit Agreement Forbearance and Consent, the RSA, this Term Sheet and the Plan; provided that the Company shall retain $35 million of such proceeds to fund the Chapter 11 Cases and for working capital purposes in accordance with the Approved Budget, which proceeds shall be the cash collateral of the Administrative Agent and the holders of the 2018 Credit Facility Claims (the “Retained Cash Proceeds”). Chapter 11 Cases: Following the completion of the I Squared Infrastructure Sale and as soon as reasonably practicable after the I Squared Infrastructure Sale Proceeds Paydown, the Company shall commence the solicitation of votes on the Plan from holders of impaired Claims who are entitled to vote on the Plan, and, thereafter, each of the Company Parties will commence the Chapter 11 Cases in the Bankruptcy Court to pursue confirmation and consummation of the Plan in accordance with the terms of the RSA and this Term Sheet, including the solicitation of votes from equityholders if required by the Bankruptcy Court.
Infrastructure Sale. The U.S. Borrower shall (i) host one conference call with Lenders that have agreed to receive material non-public information at a time to be agreed between the U.S. Borrower and the Administrative Agent during each of the last calendar week of August 2020 and the last calendar week of September 2020 to discuss the status and process of the potential sale of the infrastructure business of the Credit Parties and their Restricted Subsidiaries and (ii) provide to the advisors of the Required Lenders information regarding the potential sale of the infrastructure business of the U.S. Borrower and its Subsidiaries as such advisors may reasonably request; provided that (A) in the case of this clause (n), the U.S. Borrower shall not be required to disclose any information which, in the good faith determination of the U.S. Borrower, if disclosed may result in a waiver of attorney-client privilege or the violation of any confidentiality agreement, non-disclosure agreement or similar agreement and (B) in the case of sub-clause (ii), (I) the retention of such advisors must be confirmed in writing by the Required Lenders at the time of such request, (II) such advisors may not submit more than one request per month, (III) the U.S. Borrower shall not be required to disclose any information to such advisors that, in the good faith determination of the U.S. Borrower, is not material to such sale and (IV) the U.S. Borrower may (but shall not be required to) satisfy the requirements of sub-clause (ii) through one or more public disclosures.
