Common use of REPAYMENT PLAN Clause in Contracts

REPAYMENT PLAN. Notwithstanding anything contained in any of the Loan Documents to the contrary, on or before February 3, 2023, as such date may be extended as provided in paragraph 7A(c)(i), below (the “Repayment Date”) the Borrowers and Guarantors shall repay the Indebtedness, including without limitation all outstanding principal balance of the Loans and all accrued and unpaid interest thereon, as well as all other costs and expenses. a. Borrowers have retained X. Xxxxx Securities, Inc as advisor to the Borrowers and Guarantors (the “Advisor”) pursuant to an engagement letter dated July 28, 2022, as amended by amendment to engagement letter dated October 13, 2022 (collectively, the “Engagement Letter”). As part of the Advisor’s scope of engagement, the Advisor and Borrowers have provided to the Agent and Lenders: (i) Advisor’s Strategic Alternatives Report dated September 9, 2022, which reviews Borrowers’ strategic alternatives designed to repay the outstanding principal balance of the Loans, all accrued and unpaid interest and all other costs and expenses owed and other Indebtedness by the Borrowers and Guarantors under the Loan Documents (the “Advisor Report”); and (ii) Borrowers’ detailed plan for repayment of the Loans and other Indebtedness on or before the Repayment Date (the “Repayment Plan”) by pursuing one or more equity or debt transaction(s) (each, a “Refinancing Transaction”). b. On or before December 9, 2022 Borrowers and Advisor shall deliver to the Agent non-binding indications of interest from one or more potential counterparties to one or more Refinancing Transactions which aggregate sufficient net proceeds to the Borrowers to result in repayment in full of the Loans and other Indebtedness on or before the Repayment Date. c. On or before January 16, 2023 the Borrowers and Advisor shall deliver to the Agent (i) at least one fully-executed term sheet from a counterparty of known standing in the business community possessing demonstrated financial wherewithal (or demonstrated experience in organizing or coordinating funding with other funding sources) to consummate a Refinancing Transaction with the Borrowers and Guarantors, which term sheet describes a transaction which provides for sufficient net proceeds to the Borrowers to repay the Loans and other Indebtedness in full on or before the Repayment Date; and (ii) evidence satisfactory to the Agent that the parties to the term sheet have commenced to prepare definitive documentation necessary to consummate the Refinancing Transaction. Agent and Xxxxxxx understand that the Refinancing Transaction may encompass one or more financing sources including senior debt, subordinated debt, and equity financing and that the condition set forth in this 7A(c) may be satisfied by one or more term sheets. i. Upon Borrowers compliance with the terms of this paragraph 7A(c) on or before January 16, 2023 to the reasonable satisfaction of the Agent and Lenders, the Repayment Date shall be extended to the earlier of: (a) the closing date set forth in the fully-executed term sheet described in paragraph 7A(b) above; or (b) February 28, 2023. d. Borrowers and Guarantors acknowledge and agree that failure to meet any of the milestone dates set forth in this Section 7A, including repayment of the Loans and other Indebtedness in full on or before the Repayment Date, shall constitute an Event of Default under Section 8.1 of the Credit Agreement, entitling the Agent and Lenders to exercise their rights and remedies under the Loan Documents and other applicable law. e. In addition to Agent and Xxxxxxx other remedies set forth in the Credit Agreement and other Loan Documents, Borrowers and Guarantors agree that upon the occurrence of any Event of Default: i. Agent and Xxxxxxx may request the Borrowers and Guarantors to, and the Borrower and Guarantors shall, on or before the seventh (7th) day following the request by Agent and Xxxxxxx, amend the Engagement Letter with Advisor to expand the Advisor’s scope of services to include such services as are acceptable to the Agent and Majority Lenders in their discretion; and ii. Agent and Xxxxxx may request the Borrowers and Guarantors to, and Xxxxxxxxx and Guarantors shall, on or before the seventh (7th) day following the request by Agent and Xxxxxxx, engage a professional services firm of sufficient experience, knowledge and reputation to assist Xxxxxxxxx, Guarantors and Advisor with accomplishing the Advisor’s mandate and the operation of Borrowers’ and Guarantors’ businesses. iii. Agent and Lenders may enforce their rights under the Loan Documents and applicable law, including, but not limited to, their rights under this paragraph (e), through appointment of a receiver over the Borrowers and Guarantors and their respective businesses and assets. Xxxxxxxxx and Guarantors consent to the appointment of a receiver and waive any right to contest the appointment of a receiver. With regard to the appointment of a receiver, Agent and Lenders shall include the following rights: (x) Agent and Lender shall be entitled to appointment of a receiver as a matter of right; (y) the receiver may serve without bond; and (z) all fees and expenses of the receiver and professional advisors employed by the receiver that are paid for by the Lenders shall become part of the Indebtedness and shall be payable on demand, and shall bear interest at the Applicable Interest Rate. f. Obligors shall grant the Agent and its agents and other designees, full access to Advisor, and Advisor’s reports, findings , workpapers and analysis of Obligors’ and their businesses at such time and times during business hours and at such locations as the Agent shall reasonably request. This shall include, but not be limited to, written copies of contact logs, and copies of all reports and analysis prepared by Advisor summarizing any proposals, indications of interest, and term sheets submitted to or received by Advisor, but shall not include access to attorney work product or any other documents subject to attorney-client privilege or other similar privileges. In addition, Obligors will make Advisor’s appropriate officers and consultants available to the Agent and its agents and designees, to discuss the information in any reports delivered to the Agent or Lenders and any questions the Agent or Lenders may have.

REPAYMENT PLAN. Notwithstanding anything contained in any of (a) On or before April 15, 2010, the Loan Documents Borrower shall provide to the contraryAgent written information, on or before February 3in form and substance satisfactory to the Agent, 2023describing (i) assets anticipated to be sold and other sources of cash to repay the Obligations and the Senior Note Obligations, as such date may be extended as provided in paragraph 7A(c)(i), below (the “Repayment Date”ii) the Borrowers anticipated timeline for the sale of such assets or receipt of such sources of cash, (iii) the anticipated proceeds from such asset sales and Guarantors cash sources, and (iv) projected reductions in Obligations and Senior Note Obligations resulting from the expected application of such anticipated proceeds from such asset sales and cash sources, together with any other information the Agent shall reasonably request in connection therewith, in each case demonstrating the Borrower’s ability to repay the Indebtedness, including without limitation all outstanding principal balance of Obligations and the Loans and all accrued and unpaid interest thereon, Senior Notes Obligations as well as all other costs and expenses. a. Borrowers have retained X. Xxxxx Securities, Inc as advisor to the Borrowers and Guarantors (the “Advisor”required under Section 2.9(f) pursuant to an engagement letter dated July 28, 2022, as amended by amendment to engagement letter dated October 13, 2022 (collectively, the “Engagement Letter”). As part of the Advisor’s scope of engagement, the Advisor and Borrowers have provided to the Agent and Lenders: (i) Advisor’s Strategic Alternatives Report dated September 9, 2022, which reviews Borrowers’ strategic alternatives designed to repay the outstanding principal balance of the Loans, all accrued and unpaid interest and all other costs and expenses owed and other Indebtedness by the Borrowers and Guarantors under the Loan Documents (the “Advisor Report”); and (ii) Borrowers’ detailed plan for repayment of the Loans and other Indebtedness on or before the Repayment Date (the “Repayment Plan”) by pursuing one or more equity or debt transaction(s) (each, a “Refinancing Transaction”). b. (b) On or before December 9the first Business Day of each calendar month after the delivery of the Repayment Plan, 2022 Borrowers and Advisor the Borrower shall deliver provide to the Agent non-binding indications a written update to any information contained in the Repayment Plan which shall have changed since the date of interest from one or more potential counterparties to one or more Refinancing Transactions which aggregate sufficient net proceeds to the Borrowers to result in repayment in full delivery of the Loans Repayment Plan or an update thereto, including information regarding anticipated asset sale dates, sale terms, the progress of each asset sale, additional assets to be sold and other Indebtedness on or before additional actions to be taken to permanently repay the Repayment DateObligations and the Senior Note Obligations as required under Section 2.9(f). c. On or before January 16, 2023 (c) The Borrower’s covenants and obligations under subsection (a) and (b) of this Section 6.15 shall cease and be deemed satisfied upon the Borrowers and Advisor shall deliver delivery to the Agent of a duly executed commitment letter for a refinancing transaction to permanently repay all Obligations and all Senior Note Obligations in full, and receipt of informal indications of any rating required with respect to such refinancing (i) at least one fully-executed term sheet from a counterparty of known standing in the business community possessing demonstrated financial wherewithal (or demonstrated experience in organizing or coordinating funding with other funding sources) to consummate a Refinancing Transaction with the Borrowers and Guarantors, which term sheet describes a transaction which provides for sufficient net proceeds to the Borrowers to repay the Loans and other Indebtedness in full on or before the Repayment Datemay be verbal); and (ii) evidence satisfactory to the Agent provided that the parties to the term sheet have commenced to prepare definitive documentation necessary to consummate the Refinancing Transaction. Agent Borrower’s covenants and Xxxxxxx understand that the Refinancing Transaction may encompass one or more financing sources including senior debt, subordinated debt, and equity financing and that the condition set forth in this 7A(c) may be satisfied by one or more term sheets. i. Upon Borrowers compliance with the terms of this paragraph 7A(c) on or before January 16, 2023 to the reasonable satisfaction of the Agent and Lenders, the Repayment Date shall be extended to the earlier of: obligations under subsection (a) the closing date set forth in the fully-executed term sheet described in paragraph 7A(b) above; or and (b) February 28, 2023. d. Borrowers and Guarantors acknowledge and agree that failure to meet any of the milestone dates set forth in this Section 7A, including repayment of 6.15 shall be fully reinstated and binding if such commitment letter is subsequently terminated or the Loans refinancing transaction contemplated thereby does not permanently repay all Obligations and other Indebtedness all Senior Note Obligations in full on or before the Repayment Dateby June 30, shall constitute an Event of Default under Section 8.1 of the Credit Agreement, entitling the Agent and Lenders to exercise their rights and remedies under the Loan Documents and other applicable law2010. e. In addition to Agent and Xxxxxxx other remedies set forth in the Credit Agreement and other Loan Documents, Borrowers and Guarantors agree that upon the occurrence of any Event of Default: i. Agent and Xxxxxxx may request the Borrowers and Guarantors to, and the Borrower and Guarantors shall, on or before the seventh (7th) day following the request by Agent and Xxxxxxx, amend the Engagement Letter with Advisor to expand the Advisor’s scope of services to include such services as are acceptable to the Agent and Majority Lenders in their discretion; and ii. Agent and Xxxxxx may request the Borrowers and Guarantors to, and Xxxxxxxxx and Guarantors shall, on or before the seventh (7th) day following the request by Agent and Xxxxxxx, engage a professional services firm of sufficient experience, knowledge and reputation to assist Xxxxxxxxx, Guarantors and Advisor with accomplishing the Advisor’s mandate and the operation of Borrowers’ and Guarantors’ businesses. iii. Agent and Lenders may enforce their rights under the Loan Documents and applicable law, including, but not limited to, their rights under this paragraph (e), through appointment of a receiver over the Borrowers and Guarantors and their respective businesses and assets. Xxxxxxxxx and Guarantors consent to the appointment of a receiver and waive any right to contest the appointment of a receiver. With regard to the appointment of a receiver, Agent and Lenders shall include the following rights: (x) Agent and Lender shall be entitled to appointment of a receiver as a matter of right; (y) the receiver may serve without bond; and (z) all fees and expenses of the receiver and professional advisors employed by the receiver that are paid for by the Lenders shall become part of the Indebtedness and shall be payable on demand, and shall bear interest at the Applicable Interest Rate. f. Obligors shall grant the Agent and its agents and other designees, full access to Advisor, and Advisor’s reports, findings , workpapers and analysis of Obligors’ and their businesses at such time and times during business hours and at such locations as the Agent shall reasonably request. This shall include, but not be limited to, written copies of contact logs, and copies of all reports and analysis prepared by Advisor summarizing any proposals, indications of interest, and term sheets submitted to or received by Advisor, but shall not include access to attorney work product or any other documents subject to attorney-client privilege or other similar privileges. In addition, Obligors will make Advisor’s appropriate officers and consultants available to the Agent and its agents and designees, to discuss the information in any reports delivered to the Agent or Lenders and any questions the Agent or Lenders may have.

REPAYMENT PLAN. Notwithstanding anything contained in any of the Loan Documents to the contrary, on or before February 317, 2023, as such date may be extended as provided in paragraph 7A(c)(i), below 2023 (the “Repayment Date”) ), the Borrowers and Guarantors shall repay the Indebtedness, including without limitation all outstanding principal balance of the Loans and all accrued and unpaid interest thereon, as well as all other costs and expenses. a. Borrowers have retained X. Xxxxx Securities, Inc as advisor to the Borrowers and Guarantors (the “Advisor”) pursuant to an engagement letter dated July 28, 2022, as amended by amendment to engagement letter dated October 13, 2022 (collectively, the “Engagement Letter”). As part of the Advisor’s scope of engagement, the Advisor and Borrowers have provided to the Agent and Lenders: (i) Advisor’s Strategic Alternatives Report dated September 9, 2022, which reviews Borrowers’ strategic alternatives designed to repay the outstanding principal balance of the Loans, all accrued and unpaid interest and all other costs and expenses owed and other Indebtedness by the Borrowers and Guarantors under the Loan Documents (the “Advisor Report”); and (ii) Borrowers’ detailed plan for repayment of the Loans and other Indebtedness on or before the Repayment Date (the “Repayment Plan”) by pursuing one or more equity or debt transaction(s) (each, a “Refinancing Transaction”). Borrower shall amend the Engagement Letter to expand the scope of services to (i) assist Xxxxxxxx and Guarantors with accomplishing the Advisor’s mandate; (ii) enhancing and improving the operation of Borrowers’ and Guarantors’ businesses; and (iii) such other services as are acceptable to the Agent and Majority Lenders and provide a copy of the amended Engagement Letter to the Agent and Lenders on or before February 10, 2023. In connection with such amendment the Borrower shall provide the Agent and Xxxxxxx with drafts of proposed amendments to the Engagement Letter to enable the Agent and Lenders to review and approve the expanded scope of services to be provided by the Advisor. b. On or before December 9, 2022 Borrowers and Advisor shall deliver to the Agent non-binding indications of interest from one or more potential counterparties to one or more Refinancing Transactions which aggregate sufficient net proceeds to the Borrowers to result in repayment in full of the Loans and other Indebtedness on or before the Repayment Date. c. On or before January 16February 14, 2023 the Borrowers and Advisor shall deliver to the Agent (i) at least one fully-executed term sheet from a counterparty of known standing in the business community possessing demonstrated financial wherewithal (or demonstrated experience in organizing or coordinating funding with other funding sources) to consummate a Refinancing Transaction with the Borrowers and Guarantors, which term sheet describes a transaction which provides for sufficient net proceeds to the Borrowers to repay the Loans and other Indebtedness in full on or before the Repayment Date; and (ii) evidence satisfactory to the Agent that the parties to the term sheet have commenced to prepare definitive documentation necessary to consummate the Refinancing Transaction. Agent and Xxxxxxx understand that the Refinancing Transaction may encompass one or more financing sources including senior debt, subordinated debt, and equity financing and that the condition set forth in this 7A(c) may be satisfied by one or more term sheets. i. Upon Borrowers compliance with the terms of this paragraph 7A(c) on or before January 16, 2023 to the reasonable satisfaction of the Agent and Lenders, the Repayment Date shall be extended to the earlier of: (a) the closing date set forth in the fully-executed term sheet described in paragraph 7A(b) above; or (b) February 28, 2023. d. c. Borrowers and Guarantors acknowledge and agree that failure to meet any of the milestone dates set forth in this Section 7A, including repayment of the Loans and other Indebtedness in full on or before the Repayment Date, shall constitute an Event of Default under Section 8.1 of the Credit Agreement, entitling the Agent and Lenders to exercise their rights and remedies under the Loan Documents and other applicable law. e. d. In addition to Agent and Xxxxxxx other remedies set forth in the Credit Agreement and other Loan Documents, Borrowers and Guarantors agree that upon the occurrence of any Event of Default: i. Agent and Xxxxxxx may request the Borrowers and Guarantors to, and the Borrower and Guarantors shall, on or before the seventh (7th) day following the request by Agent and Xxxxxxx, amend the Engagement Letter with Advisor to expand the Advisor’s scope of services to include such services as are acceptable to the Agent and Majority Lenders in their discretion; and ii. Agent and Xxxxxx may request the Borrowers and Guarantors to, and Xxxxxxxxx and Guarantors shall, on or before the seventh (7th) day following the request by Agent and Xxxxxxx, engage a professional services firm of sufficient experience, knowledge and reputation to assist Xxxxxxxxx, Guarantors and Advisor with accomplishing the Advisor’s mandate and the operation of Borrowers’ and Guarantors’ businesses. iii. Agent and Lenders may enforce their rights under the Loan Documents and applicable law, including, but not limited to, their rights under this paragraph (e), through appointment of a receiver over the Borrowers and Guarantors and their respective businesses and assets. Xxxxxxxxx and Guarantors consent to the appointment of a receiver and waive any right to contest the appointment of a receiver. With regard to the appointment of a receiver, Agent and Lenders shall include the following rights: (x) Agent and Lender shall be entitled to appointment of a receiver as a matter of right; (y) the receiver may serve without bond; and (z) all fees and expenses of the receiver and professional advisors employed by the receiver that are paid for by the Lenders shall become part of the Indebtedness and shall be payable on demand, and shall bear interest at the Applicable Interest Rate. f. e. Obligors shall grant the Agent and its agents and other designees, full access to Advisor, and Advisor’s reports, findings , workpapers and analysis of Obligors’ and their businesses at such time and times during business hours and at such locations as the Agent shall reasonably request. This shall include, but not be limited to, written copies of contact logs, and copies of all reports and analysis prepared by Advisor summarizing any proposals, indications of interest, and term sheets submitted to or received by Advisor, but shall not include access to attorney work product or any other documents subject to attorney-client privilege or other similar privileges. In addition, Obligors will make Advisor’s appropriate officers and consultants available to the Agent and its agents and designees, to discuss the information in any reports delivered to the Agent or Lenders and any questions the Agent or Lenders may have.

REPAYMENT PLAN. Notwithstanding anything contained in any of the Loan Documents to the contrary, on or before February 317, 2023, as such date may be extended as provided in paragraph 7A(c)(i), below 2023 (the “Repayment Date”) ), the Borrowers and Guarantors shall repay the Indebtedness, including without limitation all outstanding principal balance of the Loans and all accrued and unpaid interest thereon, as well as all other costs and expenses. a. Borrowers have retained X. Xxxxx Securities, Inc as advisor to the Borrowers and Guarantors (the “Advisor”) pursuant to an engagement letter dated July 28, 2022, as amended by amendment to engagement letter dated October 13, 2022 (collectively, the “Engagement Letter”). As part of the Advisor’s scope of engagement, the Advisor and Borrowers have provided to the Agent and Lenders: (i) Advisor’s Strategic Alternatives Report dated September 9, 2022, which reviews Borrowers’ strategic alternatives designed to repay the outstanding principal balance of the Loans, all accrued and unpaid interest and all other costs and expenses owed and other Indebtedness by the Borrowers and Guarantors under the Loan Documents (the “Advisor Report”); and (ii) Borrowers’ detailed plan for repayment of the Loans and other Indebtedness on or before the Repayment Date (the “Repayment Plan”) by pursuing one or more equity or debt transaction(s) (each, a “Refinancing Transaction”). Borrower shall amend the Engagement Letter to expand the scope of services to (i) assist Xxxxxxxx and Guarantors with accomplishing the Advisor’s mandate; (ii) enhancing and improving the operation of Borrowers’ and Guarantors’ businesses; and (iii) such other services as are acceptable to the Agent and Majority Lenders and provide a copy of the amended Engagement Letter to the Agent and Lenders on or before February 7, 2023. In connection with such amendment the Borrower shall provide the Agent and Xxxxxxx with drafts of proposed amendments to the Engagement Letter to enable the Agent and Lenders to review and approve the expanded scope of services to be provided by the Advisor. b. On or before December 9, 2022 Borrowers and Advisor shall deliver to the Agent non-binding indications of interest from one or more potential counterparties to one or more Refinancing Transactions which aggregate sufficient net proceeds to the Borrowers to result in repayment in full of the Loans and other Indebtedness on or before the Repayment Date. c. On or before January 16February 14, 2023 the Borrowers and Advisor shall deliver to the Agent (i) at least one fully-executed term sheet from a counterparty of known standing in the business community possessing demonstrated financial wherewithal (or demonstrated experience in organizing or coordinating funding with other funding sources) to consummate a Refinancing Transaction with the Borrowers and Guarantors, which term sheet describes a transaction which provides for sufficient net proceeds to the Borrowers to repay the Loans and other Indebtedness in full on or before the Repayment DateDate or that is otherwise acceptable to the lenders; and (ii) evidence satisfactory to the Agent that the parties to the term sheet have commenced to prepare definitive documentation necessary to consummate the Refinancing Transaction. Agent and Xxxxxxx Lenders understand that the Refinancing Transaction may encompass one or more financing sources including senior debt, subordinated debt, and equity financing and that the condition set forth in this 7A(c7A(b) may be satisfied by one or more term sheets. i. Upon Borrowers compliance with the terms of this paragraph 7A(c) on or before January 16, 2023 to the reasonable satisfaction of the Agent and Lenders, the Repayment Date shall be extended to the earlier of: (a) the closing date set forth in the fully-executed term sheet described in paragraph 7A(b) above; or (b) February 28, 2023. d. c. Borrowers and Guarantors acknowledge and agree that failure to meet any of the milestone dates set forth in this Section 7A, including repayment of the Loans and other Indebtedness in full on or before the Repayment Date, shall constitute an Event of Default under Section 8.1 of the Credit Agreement, entitling the Agent and Lenders to exercise their rights and remedies under the Loan Documents and other applicable law. e. d. In addition to Agent and Xxxxxxx other remedies set forth in the Credit Agreement and other Loan Documents, Borrowers and Guarantors agree that upon the occurrence of any Event of Default: i. Agent and Xxxxxxx may request the Borrowers and Guarantors to, and the Borrower and Guarantors shall, on or before the seventh (7th) day following the request by Agent and Xxxxxxx, amend the Engagement Letter with Advisor to expand the Advisor’s scope of services to include such services as are acceptable to the Agent and Majority Lenders in their discretion; and ii. Agent and Xxxxxx may request the Borrowers and Guarantors to, and Xxxxxxxxx and Guarantors shall, on or before the seventh (7th) day following the request by Agent and Xxxxxxx, engage a professional services firm of sufficient experience, knowledge and reputation to assist Xxxxxxxxx, Guarantors and Advisor with accomplishing the Advisor’s mandate and the operation of Borrowers’ and Guarantors’ businesses. iii. Agent and Lenders may enforce their rights under the Loan Documents and applicable law, including, but not limited to, their rights under this paragraph (e), through appointment of a receiver over the Borrowers and Guarantors and their respective businesses and assets. Xxxxxxxxx and Guarantors consent to the appointment of a receiver and waive any right to contest the appointment of a receiver. With regard to the appointment of a receiver, Agent and Lenders shall include the following rights: (x) Agent and Lender shall be entitled to appointment of a receiver as a matter of right; (y) the receiver may serve without bond; and (z) all fees and expenses of the receiver and professional advisors employed by the receiver that are paid for by the Lenders shall become part of the Indebtedness and shall be payable on demand, and shall bear interest at the Applicable Interest Rate. f. e. Obligors shall grant the Agent and its agents and other designees, full access to Advisor, and Advisor’s reports, findings , workpapers and analysis of Obligors’ and their businesses at such time and times during business hours and at such locations as the Agent shall reasonably request. This shall include, but not be limited to, written copies of contact logs, and copies of all reports and analysis prepared by Advisor summarizing any proposals, indications of interest, and term sheets submitted to or received by Advisor, but shall not include access to attorney work product or any other documents subject to attorney-client privilege or other similar privileges. In addition, Obligors will make Advisor’s appropriate officers and consultants available to the Agent and its agents and designees, to discuss the information in any reports delivered to the Agent or Lenders and any questions the Agent or Lenders may have.

REPAYMENT PLAN. Notwithstanding anything contained (a) On or before April 15, 2010, written information, in any form and substance satisfactory to the Required Holders, describing (i) assets anticipated to be sold and other sources of cash to repay the Notes and the Bank Obligations, (ii) the anticipated timeline for the sale of such assets or receipt of such sources of cash, (iii) the anticipated proceeds from such asset sales and cash sources, and (iv) projected reductions in the principal amount of the Loan Documents Notes and the Bank Obligations resulting from the expected application of such anticipated proceeds from such asset sales and cash sources, together with any other information the Required Holders shall reasonably request in connection therewith, in each case demonstrating the Company’s ability to the contrary, on or before February 3, 2023, as such date may be extended as provided in paragraph 7A(c)(i), below (the “Repayment Date”) the Borrowers and Guarantors shall repay the Indebtedness, including without limitation all outstanding principal balance of Notes and the Loans and all accrued and unpaid interest thereon, Banks Obligations as well as all other costs and expenses. a. Borrowers have retained X. Xxxxx Securities, Inc as advisor to the Borrowers and Guarantors (the “Advisor”) required pursuant to an engagement letter dated July 28, 2022, as amended by amendment to engagement letter dated October 13, 2022 paragraph 4A (collectively, the “Engagement Letter”). As part of the Advisor’s scope of engagement, the Advisor and Borrowers have provided to the Agent and Lenders: (i) Advisor’s Strategic Alternatives Report dated September 9, 2022, which reviews Borrowers’ strategic alternatives designed to repay the outstanding principal balance of the Loans, all accrued and unpaid interest and all other costs and expenses owed and other Indebtedness by the Borrowers and Guarantors under the Loan Documents (the “Advisor Report”); and (ii) Borrowers’ detailed plan for repayment of the Loans and other Indebtedness on or before the Repayment Date (the “Repayment Plan”) by pursuing one or more equity or debt transaction(s) (each, a “Refinancing Transaction”). b. (b) On or before December 9, 2022 Borrowers and Advisor shall deliver to the Agent non-binding indications first Business Day of interest from one or more potential counterparties to one or more Refinancing Transactions which aggregate sufficient net proceeds to each calendar month after the Borrowers to result in repayment in full delivery of the Loans and other Indebtedness on or before Repayment Plan, a written update to any information contained in the Repayment Date. c. On Plan which shall have changed since the date of delivery of the Repayment Plan or before January 16an update thereto, 2023 including information regarding anticipated asset sale dates, sale terms, the Borrowers progress of each asset sale, additional assets to be sold and Advisor shall deliver additional actions to the Agent (i) at least one fully-executed term sheet from a counterparty of known standing in the business community possessing demonstrated financial wherewithal (or demonstrated experience in organizing or coordinating funding with other funding sources) be taken to consummate a Refinancing Transaction with the Borrowers and Guarantors, which term sheet describes a transaction which provides for sufficient net proceeds to the Borrowers to permanently repay the Loans Notes and other Indebtedness in full on or before the Repayment Date; Bank Obligations as required pursuant to paragraph 4A. (c) The Company’s covenants and obligations under subsection (a) and (iib) evidence satisfactory to the Agent that the parties to the term sheet have commenced to prepare definitive documentation necessary to consummate the Refinancing Transaction. Agent and Xxxxxxx understand that the Refinancing Transaction may encompass one or more financing sources including senior debt, subordinated debt, and equity financing and that the condition set forth in this 7A(c) may be satisfied by one or more term sheets. i. Upon Borrowers compliance with the terms of this paragraph 7A(c5H(xii) on or before January 16, 2023 shall cease and be deemed satisfied upon the delivery to the reasonable satisfaction Required Holders of a duly executed commitment letter for a refinancing transaction to permanently repay all Notes and all Bank Obligations in full, and receipt of informal indications of any rating required with respect to such refinancing (which may be verbal); provided that the Agent Company’s covenants and Lenders, the Repayment Date shall be extended to the earlier of: obligations under subsection (a) the closing date set forth in the fully-executed term sheet described in paragraph 7A(b) above; or and (b) February 28, 2023. d. Borrowers of this paragraph 5H(xii) shall be fully reinstated and Guarantors acknowledge binding if such commitment letter is subsequently terminated or the refinancing transaction contemplated thereby does not permanently repay all Notes and agree that failure to meet any of the milestone dates set forth in this Section 7A, including repayment of the Loans and other Indebtedness all Bank Obligations in full on or before the Repayment Dateby June 30, shall constitute an Event of Default under Section 8.1 of the Credit Agreement, entitling the Agent and Lenders to exercise their rights and remedies under the Loan Documents and other applicable law. e. In addition to Agent and Xxxxxxx other remedies set forth in the Credit Agreement and other Loan Documents, Borrowers and Guarantors agree that upon the occurrence of any Event of Default: i. Agent and Xxxxxxx may request the Borrowers and Guarantors to, and the Borrower and Guarantors shall, on or before the seventh (7th) day following the request by Agent and Xxxxxxx, amend the Engagement Letter with Advisor to expand the Advisor’s scope of services to include such services as are acceptable to the Agent and Majority Lenders in their discretion; and ii. Agent and Xxxxxx may request the Borrowers and Guarantors to, and Xxxxxxxxx and Guarantors shall, on or before the seventh (7th) day following the request by Agent and Xxxxxxx, engage a professional services firm of sufficient experience, knowledge and reputation to assist Xxxxxxxxx, Guarantors and Advisor with accomplishing the Advisor’s mandate and the operation of Borrowers’ and Guarantors’ businesses. iii. Agent and Lenders may enforce their rights under the Loan Documents and applicable law, including, but not limited to, their rights under this paragraph (e), through appointment of a receiver over the Borrowers and Guarantors and their respective businesses and assets. Xxxxxxxxx and Guarantors consent to the appointment of a receiver and waive any right to contest the appointment of a receiver. With regard to the appointment of a receiver, Agent and Lenders shall include the following rights: (x) Agent and Lender shall be entitled to appointment of a receiver as a matter of right; (y) the receiver may serve without bond; and (z) all fees and expenses of the receiver and professional advisors employed by the receiver that are paid for by the Lenders shall become part of the Indebtedness and shall be payable on demand, and shall bear interest at the Applicable Interest Rate. f. Obligors shall grant the Agent and its agents and other designees, full access to Advisor, and Advisor’s reports, findings , workpapers and analysis of Obligors’ and their businesses at such time and times during business hours and at such locations as the Agent shall reasonably request. This shall include, but not be limited to, written copies of contact logs, and copies of all reports and analysis prepared by Advisor summarizing any proposals, indications of interest, and term sheets submitted to or received by Advisor, but shall not include access to attorney work product or any other documents subject to attorney-client privilege or other similar privileges. In addition, Obligors will make Advisor’s appropriate officers and consultants available to the Agent and its agents and designees, to discuss the information in any reports delivered to the Agent or Lenders and any questions the Agent or Lenders may have.2010;