Common use of Transaction Support Clause in Contracts

Transaction Support. During the Support Period, subject to the terms and conditions hereof, each Directing Lender agrees, severally and not jointly, with respect to all claims held, that it shall: (i) support and, at the Company’s sole expense, take all commercially reasonable actions necessary or reasonably requested by the Company to facilitate the consummation of the Transaction in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement; provided that, other than as explicitly set forth herein, no Directing Lender shall be required to take any such action requested by the Company (other than execution and delivery of the Strict Foreclosure Direction) that would impose any material liability or obligation on such Directing Lender; (ii) negotiate in good faith the applicable Definitive Documents consistent with the terms of this Agreement and the Term Sheet; (iii) not direct the Term Loan Agent to take any action nor solicit, encourage, or support any other person to take any action inconsistent with such Directing Lender’s obligations under this Agreement; (iv) execute and deliver the Strict Foreclosure Direction to the Term Loan Agent consistent with the terms of this Agreement and the Term Sheet; (v) (A) not take any action, directly or indirectly, that would reasonably be expected to prevent, interfere with, materially delay, or impede, the consummation of the Transaction; (B) not directly or indirectly propose, file, support, vote for, consent to, or take any other action in furtherance of the negotiation or formulation of any Alternative Transaction; and (C) not, nor direct any other person to, take any action that would, or would reasonably be expected to, breach this Agreement, or object to, or materially and intentionally delay, or take any other negative action, directly or indirectly, to interfere with the implementation of the Transaction; and (vi) not, and shall not direct any other person to, exercise any right or remedy for the enforcement, collection, or recovery of any of the Term Loan Claims against the Company, including in connection with any payment obligations of the Company under the Credit Agreement that come due during the Support Period, other than in accordance with this Agreement and/or the Definitive Documents; provided, however, that nothing in this clause (vi) shall require the Directing Lenders to waive any Default (as defined in the Credit Agreement) or Event of Default (as defined in the Credit Agreement) or any of the obligations arising under the Loan Documents; provided, further, that, other than as expressly set forth herein, each party to this Agreement shall forbear from exercising its respective rights or remedies under or with respect to the Credit Agreement and the other Loan Documents during the Support Period, and no party to this Agreement shall request that the Term Loan Agent exercise rights or remedies under or with respect to the Credit Agreement or the other Loan Documents during the Support Period, in each case to the extent inconsistent with this Agreement. Unless otherwise expressly set forth herein or in the Term Sheet, no Directing Lender shall be required to incur, assume, become liable in respect of, or suffer to exist any expenses, liabilities, or other obligations, or agree to or become bound by any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations to such Directing Lender.

Transaction Support. During the Support Period, subject to the terms and conditions hereof, each Directing Lender Consenting Creditor agrees, severally and not jointly, with respect to all claims Claims held, that it shall: (i) use commercially reasonable efforts to support and, at the Company’s sole expense, take all commercially reasonable actions necessary or reasonably requested by the Company to facilitate the consummation of the Transaction in accordance with the terms, conditions, and applicable deadlines set forth in this AgreementAgreement and the Term Sheet; provided thatprovided, other than as explicitly set forth hereinhowever, no Directing Lender shall be required to take that any such action requested payment by the Company pursuant to this clause (other than execution i) shall be limited to the reasonable, documented fees and delivery expenses of the Strict Foreclosure Direction) that would impose any material liability or obligation on Ad Hoc Group Advisors in connection with such Directing Lenderactions; (ii) negotiate in good faith the applicable Definitive Documents consistent with the terms of this Agreement and Consistent in all Material Respects with the Term Sheet; (iii) use commercially reasonable best efforts to obtain additional support for the Transaction (in the form of Joinder Agreements) from holders of Creditor Claims that are not Consenting Creditors as is necessary for purposes of satisfying the Consent Threshold; (iv) not direct the Term Loan Agent or Trustees, as the case may be, to take any action nor solicit, encourage, or support any other person to take any action inconsistent with such Directing LenderConsenting Creditor’s obligations under this Agreement; (ivv) execute and deliver the Strict Foreclosure Direction give any notice, order, instruction, or direction to the Term Loan Agent consistent with or Trustees necessary to give effect to the terms of this Agreement and the Term SheetTransaction; (vvi) (A) not take any action, directly or indirectly, that would reasonably be expected to prevent, interfere with, materially delay, or impede, the consummation of the Transaction; (B) not directly or indirectly propose, file, support, vote for, consent to, or take any other action in furtherance of the negotiation or formulation of any Alternative Transaction; and (C) not, nor direct any other person to, take any action that would, or would reasonably be expected to, breach this Agreement, or object to, or materially and intentionally delay, or take any other negative action, directly or indirectly, to interfere with the implementation of the Transaction; and (vivii) not, and shall not direct any other person to, exercise any right or remedy for the enforcement, collection, or recovery of any of the Term Loan Creditor Claims against the Company, including in connection with any payment obligations of the Company under the Credit Agreement Existing Funded Debt Documents that come due during the Support Period, other than in accordance with this Agreement and/or the Definitive Documents; provided, however, that nothing in this clause (vi) shall require the Directing Lenders to waive any Default (as defined in the Credit Agreement) or Event of Default (as defined in the Credit Agreement) or any of the obligations arising under the Loan Documents; provided, further, that, other than as expressly set forth herein, each party to this Agreement shall forbear from exercising its respective rights or remedies under or with respect to the Credit Agreement and the other Loan Documents during the Support Period, and no party to this Agreement shall request that the Term Loan Agent exercise rights or remedies under or with respect to the Credit Agreement or the other Loan Documents during the Support Period, in each case to the extent inconsistent with this Agreement. Unless otherwise expressly set forth herein or in the Term Sheet, no Directing Lender Consenting Creditor shall be required to incur, assume, become liable in respect of, or suffer to exist any expenses, liabilities, or other obligations, or agree to or become bound by any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations to such Directing LenderConsenting Creditor.

Transaction Support. During the period from and including the Consent Effective Date through and including the termination of the Transaction Support Agreement (the “Support Period”), subject to the terms and conditions hereof, each Directing the undersigned Transaction Consenting Lender agrees, severally and not jointly, with respect to all claims held, that it shall: (i) support and, at the Company’s sole expense, take all commercially reasonable actions necessary or reasonably requested by the Company to facilitate the consummation of the Transaction in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement; provided that, other than as explicitly set forth herein, no Directing Lender shall be required to take any such action requested by the Company (other than execution and delivery of the Strict Foreclosure Direction) that would impose any material liability or obligation on such Directing Lender; (ii) negotiate in good faith the applicable Definitive Documents consistent with the terms of this Agreement and the Term Sheet; (iii) not direct the Term Loan Agent to take any action nor solicit, encourage, or support any other person to take any action inconsistent with such Directing Lender’s obligations under this Agreement; (iv) execute and deliver the Strict Foreclosure Direction to the Term Loan Agent consistent with the terms of this Agreement and the Term Sheet; (v) (A) not take any action, directly or indirectly, that would reasonably be expected to prevent, interfere with, materially delay, or impede, the consummation of the Transaction; (B) not directly or indirectly propose, file, support, vote for, consent to, or take any other action in furtherance of the negotiation or formulation of any Alternative Transaction; and (C) notnot take, nor direct any other person toto take, take any action that would, or would reasonably be expected to, breach this Agreement, or object to, or materially and intentionally delay, or take any other negative action, directly or indirectly, to interfere with the implementation of the Transaction; and (viii) notnot exercise, and shall not direct any other person to, exercise any right or remedy for the enforcement, collection, or recovery of any of the Term Loan Claims against the Company, including in connection with any payment obligations of the Company under the Credit Agreement that come due during the Support Period, other than in accordance with this Agreement and/or the Definitive Documents; provided, however, that nothing in this clause (viii) shall require the Directing Transaction Consenting Lenders to waive any Default (as defined in the Credit Agreement) or Event of Default (as defined in the Credit Agreement) or any of the obligations arising under the Loan Documents; provided, further, that, other than as expressly set forth herein, each party to this Agreement shall forbear from exercising its respective rights or remedies under or with respect to the Credit Agreement and the other Loan Documents during the Support Period, and that no party to this Agreement shall request that the Term Loan Agent exercise rights or remedies under or with respect to the Credit Agreement or the other Loan Documents during the Support Period, in each case Period to the extent inconsistent with this Agreement. Unless otherwise expressly set forth herein or in the Term Sheet, no Directing Lender shall be required to incur, assume, become liable in respect of, or suffer to exist any expenses, liabilities, or other obligations, or agree to or become bound by any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations to such Directing Lender.