disclosure), (d) this Commitment Letter (but not the Fee Letter) may be disclosed to the extent required pursuant to the rules and regulations of the Securities and Exchange Commission,
(e) this Commitment Letter (but not the Fee Letter) may be disclosed to the extent required in connection with the solicitation of votes on the Plan and/or (f) to the extent required in connection with the exercise by you of any remedy or
enforcement of any right under this Commitment Letter and/or the Fee Letter; provided that, with respect to any disclosure of the Fee Letter or any of its terms or substance pursuant to this paragraph, you agree to take, or cause to be taken,
at the request of any Buyer, such actions as may be reasonably necessary to prevent the Fee Letter and the provisions regarding fees payable thereunder from becoming publicly available, including, without limitation, the filing of a motion or an ex
parte request seeking an order authorizing you to file the Fee Letter under seal.
Notwithstanding anything herein to the contrary, any
party to this Commitment Letter (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this
Commitment Letter and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure, except that (i) tax treatment and tax structure shall not include the identity
of any existing or future party (or any affiliate of such party) to this Commitment Letter, and (ii) no party shall disclose any information relating to such tax treatment and tax structure to the extent nondisclosure is reasonably necessary in
order to comply with applicable securities laws. For this purpose, the tax treatment of the transactions contemplated by this Commitment Letter is the purported or claimed U.S. Federal income tax treatment of such transactions and the tax structure
of such transactions is any fact that may be relevant to understanding the purported or claimed U.S. Federal income tax treatment of such transactions. You agree that, on or after the date on which the DIP Closing is publicly announced by you, each
Buyer has the right to place advertisements in financial and other newspapers at its own expense describing its services to you.
||Surviving Provisions. |
Sections 3, 5, 6, 8, 9, 10, 11, 12 and 15 of this Commitment
Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or any Buyers commitments hereunder or any of
our agreements to perform the services described herein; provided that your obligations under this Commitment Letter, other than with respect to compensation, the last two sentences of Section 15 and the provisions in Section 6 (all
of which shall remain in full force and effect), shall, to the extent covered by the definitive documentation relating to the Facilities, automatically terminate and be superseded by the applicable provisions contained in such definitive
documentation upon the occurrence of the DIP Closing.
||PATRIOT Act Notification. |
Administrative Agent and each Buyer hereby notifies you that,
pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the PATRIOT Act), Administrative Agent and each Buyer may be
required to obtain, verify and record information that identifies the Guarantor and each Seller, which information includes the name, address, tax identification number and other information regarding each such person that will allow Administrative
Agent or such Buyer to identify each such person in accordance with the PATRIOT Act and other applicable know your customer and anti-money laundering rules and regulations. This notice is given in accordance with the requirements of the
PATRIOT Act and is effective as to Administrative Agent and each Buyer. You hereby acknowledge and agree that Administrative Agent shall be permitted to share any or all such information with the other Buyers, if any.