Common use of Additional Provisions Regarding the Consenting Stakeholders’ Commitments Clause in Contracts

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Plan, by any Consenting Stakeholder, or any acceptance of the Plan by any class of creditors, nothing in this Agreement shall: (a) be construed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (b) be construed to prohibit any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated in these Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering with, impeding, or taking any other action to delay, interfere with or impede, directly or indirectly, the Restructuring Transactions; (c) subject to the terms of Section 4.01(b)(ii) affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee); (d) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; (e) prevent any Consenting Stakeholder from enforcing this Agreement; (f) require any Consenting Stakeholder to incur any material financial or other material liability other than as expressly described in this Agreement; (g) obligate a Consenting Stakeholder to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date); provided that upon the withdrawal of any such vote on or after the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote; (h) require any Consenting Stakeholder to take any action that is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; (i) prevent any Consenting Stakeholder from taking any action that is required by applicable Law; (j) prevent any Consenting Stakeholder by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like; (k) be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors or (b) their employees, in each case solely arising from serving on the board of directors of any Company Party; (l) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims/Interests (including, without limitation, the filing of a proof of claim against any Company Party); (m) prohibit any Consenting Stakeholder from taking any action that is not inconsistent with this Agreement; or (n) preclude any Consenting Stakeholder from serving on any official committee that may be appointed in the Chapter 11 Cases or from exercising such Consenting Stakeholder’s fiduciary duties as required in its capacity as a member of such committee.

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Plan, by any Consenting Stakeholder, or any acceptance of the Plan by any class of creditors, nothing in this Agreement shall: : (a) be construed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (b) be construed to prohibit any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated in these Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering with, impeding, or taking any other action to delay, interfere with or impede, directly or indirectly, the Restructuring Transactions; (c) subject to the terms of Section 4.01(b)(ii) any applicable Confidentiality Agreement, affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or or, if applicable, any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee); ; (db) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; ; (ec) prevent any Consenting Stakeholder from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; ; (d) if applicable, limit the rights of a Consenting Stakeholder under the Chapter 11 Cases, including appearing as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Cases, in each case, so long as the exercise of any such right is not inconsistent with such Consenting Stakeholder’s obligations hereunder; (e) limit the ability of a Consenting Stakeholder to purchase, sell or enter into any transactions regarding the Company Claims/Interests, subject to the terms hereof; (f) except as and to the extent explicitly set forth herein, constitute a waiver or amendment of any term or provision of (i) the 7% Notes Indenture or the 8.75% Notes Indenture (except with respect to those certain indenture amendments and the notes waivers pertaining to the change-in-control put contemplated in furtherance of the Restructuring Transactions), and (ii) the charter, articles or certificate of incorporation (as applicable), bylaws and other organizational, constituent or governance documents of the Company Parties, or (g) except as and to the extent explicitly set forth herein, require any Consenting Stakeholder to incur incur, assume, become liable in respect of or suffer to exist any material financial expenses, liabilities or other material liability obligations, or agree to or become bound by any commitments, undertakings, concessions, indemnities or other than as expressly described arrangements that could result in expenses, liabilities or other obligations to such Consenting Stakeholder, and any such action or inaction pursuant to this Section 5 shall not be deemed to constitute a breach of this Agreement; (g) obligate . Notwithstanding anything to the contrary herein, if a board member that has been appointed by a HPR Consenting Stakeholder to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon the Termination Date (other than Shareholder exercises its rights as a result of the occurrence of the Restructuring Effective Date); provided that upon the withdrawal board member under Section 7.01 hereof, such exercise shall not be deemed a breach of any performance obligation due by such vote on or after HPR Consenting Shareholder hereunder. Notwithstanding anything to the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote; (h) require any Consenting Stakeholder to take any action that is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; (i) prevent any Consenting Stakeholder from taking any action that is required by applicable Law; (j) prevent any Consenting Stakeholder by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like; (k) be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors or (b) their employees, in each case solely arising from serving on the board of directors of any Company Party; (l) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims/Interests contrary herein (including, without limitation, the filing in Section 4 of a proof of claim against any Company Party); (m) prohibit any Consenting Stakeholder from taking any action that is not inconsistent with this Agreement; or (n) preclude ), to the extent the Company complies with its obligations under Section 6.3 of the Merger Agreement and participates in discussions or negotiations with a Person regarding a Company Competing Proposal, each HPR Consenting Noteholder and/or any Consenting Stakeholder from serving on any official committee of its Representatives may engage in discussions or negotiations with such Person to the extent that may be appointed in the Chapter 11 Cases or from exercising such Consenting Stakeholder’s fiduciary duties as required in its capacity as a member Company can act under Section 6.3 of such committeethe Merger Agreement.

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Schemes of Arrangement or Plan, as applicable, by any Consenting Stakeholder, or any acceptance of the Plan Schemes of Arrangement or Plan, as applicable, by any class of creditors, but subject to Section 15.26 and 15.27, nothing in this Agreement shall: (a) be construed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (b) be construed to prohibit any Consenting Stakeholder from appearing as a party in party-in-interest in any matter to be adjudicated in these a Chapter 11 CasesCase or any Scheme of Arrangement, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering with, impeding, or taking any other action to delay, interfere with or impede, directly or indirectly, the Restructuring Transactions; (c) subject to the terms of Section 4.01(b)(ii) ), affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee)) or any Scheme of Arrangement; (d) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; (e) prevent any Consenting Stakeholder from enforcing this Agreement; (f) require any Consenting Stakeholder to incur any material financial or other material liability other than as expressly described in this Agreement; (g) obligate a Consenting Stakeholder to deliver a vote to support the Plan Schemes of Arrangement or Plan, as applicable, or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date); provided that upon the withdrawal of any such vote on or after the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote; (h) require any Consenting Stakeholder to take any action that which is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; (i) prevent any Consenting Stakeholder from taking any action that which is required by applicable Law; (j) prevent any Consenting Stakeholder by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like; (k) subject to the terms of Section 4, prevent any Consenting Stakeholder from exercising any right under any Finance Document, nor shall anything contained in this Agreement be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors deemed to constitute a waiver or (b) their employees, in each case solely arising from serving on the board of directors amendment of any Company Partyprovision of any Finance Document other than as expressly set forth herein; (l) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims/Interests in accordance with the terms of the relevant Finance Documents (including, without limitation, the filing of a proof of claim against any Filing Entity); provided that, for the avoidance of doubt, nothing in this Section 5(l) shall permit any Consenting Stakeholder to enforce any security interest, or exercise any foreclosure or other contractual or legal remedy, in respect of any asset of any Company Party);Party that would otherwise not be permitted pursuant to Section 4; or (m) prohibit any Consenting Stakeholder from taking any action that is not inconsistent with this Agreement; or (n) preclude any Consenting Stakeholder from serving on any official committee that may be appointed in the Chapter 11 Cases or from exercising such Consenting Stakeholder’s fiduciary duties as required in its capacity as a member of such committee.

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. 6.01. Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Plan, by any Consenting Stakeholder, or any acceptance of the Plan by any class of creditors, nothing in this Agreement shall: (a) be construed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (b) be construed to prohibit any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated in these Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering with, impeding, or taking any other action to delay, interfere with or impede, directly or indirectly, the Restructuring Transactions; (c) subject to the terms of Section 4.01(b)(ii) affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States U.S. Trustee); (db) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under not inconsistent with this Agreement in connection with the Restructuring TransactionsTransactions or the Chapter 11 Cases; (ec) prevent any Consenting Stakeholder from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (d) limit the ability of a Consenting Stakeholder to purchase, sell, or enter into any transaction regarding the Company Claims/Interests, subject to the terms hereof; (e) require any Consenting Stakeholder to (i) incur any expenses, liabilities, or other obligations, or agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations to any Consenting Stakeholder or its Affiliates; or (ii) provide any information that it reasonably determines to be sensitive or confidential, in each case, other than as contemplated by the terms of this Agreement; (f) require any Consenting Stakeholder be construed to incur any material financial or other material liability other than as expressly described in this Agreement; (g) obligate a Consenting Stakeholder to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date); provided that upon the withdrawal of any such vote on or after the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote; (h) require any Consenting Stakeholder to take any action that is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; (i) prevent any Consenting Stakeholder from taking either itself or through any action that is required by applicable Law; (j) prevent any Consenting Stakeholder by reason of this Agreement representatives or the Restructuring Transactions from makingagents, seekingsoliciting, initiating, negotiating, facilitating, proposing, continuing, or receiving responding to any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, proposal to purchase or the like; (k) be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors or (b) their employees, in each case solely arising from serving on the board of directors of any Company Party; (l) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its sell Company Claims/Interests (includingInterests, without limitation, the filing of a proof of claim against any Company Party);so long as such Consenting Stakeholder complies with Section 9 hereof; or (mg) prohibit any Consenting Stakeholder from taking any other action that is not inconsistent with this Agreement; or (n) preclude any Consenting Stakeholder from serving on any official committee that may be appointed in the Chapter 11 Cases or from exercising such Consenting Stakeholder’s fiduciary duties as required in its capacity as a member of such committee.

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Schemes of Arrangement or Plan, as applicable, by any Consenting Stakeholder, or any acceptance of the Plan Schemes of Arrangement or Plan, as applicable, by any class of creditors, but subject to Section 15.26 and 15.27, nothing in this Agreement shall: (a) be construed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (b) be construed to prohibit any Consenting Stakeholder from appearing as a party in party-in- interest in any matter to be adjudicated in these a Chapter 11 CasesCase or any Scheme of Arrangement, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering with, impeding, or taking any other action to delay, interfere with or impede, directly or indirectly, the Restructuring Transactions; (c) subject to the terms of Section 4.01(b)(ii) ), affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee)) or any Scheme of Arrangement; (d) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; (e) prevent any Consenting Stakeholder from enforcing this Agreement; (f) require any Consenting Stakeholder to incur any material financial or other material liability other than as expressly described in this Agreement; (g) obligate a Consenting Stakeholder to deliver a vote to support the Plan Schemes of Arrangement or Plan, as applicable, or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date); provided that upon the withdrawal of any such vote on or after the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote; (h) require any Consenting Stakeholder to take any action that which is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; (i) prevent any Consenting Stakeholder from taking any action that which is required by applicable Law; (j) prevent any Consenting Stakeholder by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like; (k) subject to the terms of Section 4, prevent any Consenting Stakeholder from exercising any right under any Finance Document, nor shall anything contained in this Agreement be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors deemed to constitute a waiver or (b) their employees, in each case solely arising from serving on the board of directors amendment of any Company Partyprovision of any Finance Document other than as expressly set forth herein; (l) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims/Interests in accordance with the terms of the relevant Finance Documents (including, without limitation, the filing of a proof of claim against any Filing Entity); provided that, for the avoidance of doubt, nothing in this Section 5(l) shall permit any Consenting Stakeholder to enforce any security interest, or exercise any foreclosure or other contractual or legal remedy, in respect of any asset of any Company Party);Party that would otherwise not be permitted pursuant to Section 4; or (m) prohibit any Consenting Stakeholder from taking any action that is not inconsistent with this Agreement; or (n) preclude any Consenting Stakeholder from serving on any official committee that may be appointed in the Chapter 11 Cases or from exercising such Consenting Stakeholder’s fiduciary duties as required in its capacity as a member of such committee.

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Plan, by any Consenting Stakeholder, or any acceptance of the Plan by any class of creditors, nothing in this Agreement shall: : (a) be construed affect the ability of any Consenting Stakeholder to prohibit consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases; (b) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection not prohibited under or inconsistent with this Agreement in connection with the Restructuring Transactions; (c) prevent any Consenting Stakeholder from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; Agreement or the Definitive Documents, or exercising its rights or remedies specifically reserved herein or in the DIP Credit Agreements or any of the Definitive Documents; (bd) be construed to prohibit any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated in these the Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering with, impeding, impeding or taking any other action to delay, interfere with or impede, directly or indirectly, the Restructuring Transactions; (c) subject to the terms of Section 4.01(b)(ii) affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee); (d) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; ; (e) prevent any Consenting Stakeholder from enforcing this Agreement; (f) require any Consenting Stakeholder to incur any material financial or other material liability other than as expressly described in this Agreement; (g) obligate a Consenting Stakeholder Creditor to deliver a vote to support the Plan or prohibit a Consenting Stakeholder Creditor from withdrawing such vote, in each case upon from and after the Termination Date (other than a Termination Date as a result of the occurrence of the Restructuring Plan Effective Date); provided that upon the withdrawal of (f) (i) prevent any such vote on or after the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote; from taking any action which is required by applicable Law or (hii) require any Consenting Stakeholder to take any action that which is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; ; (i) prevent any Consenting Stakeholder from taking any action that is required by applicable Law; (jg) prevent any Consenting Stakeholder by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like; ; (k) be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors or (b) their employees, in each case solely arising from serving on the board of directors of any Company Party; (lh) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims/Interests (including, without limitation, including the filing of a proof of claim against any Company Party); ; or (mi) prohibit any Consenting Stakeholder from taking any action that is not inconsistent with this Agreement; or (n) preclude any Consenting Stakeholder from serving on any official committee that may be appointed in the Chapter 11 Cases or from exercising such Consenting Stakeholder’s fiduciary duties as required in its capacity as a member of such committee.

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. (a) Nothing in this Agreement shall require any Consenting Creditor or Consenting Equity Holder to: (i) incur any expenses, liabilities, or other obligations, or agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations to any Consenting Creditor or Consenting Equity Holder or their respective Affiliates; or (ii) provide to the other Parties any information that it reasonably determines to be sensitive or confidential (except to the extent that such information is necessary for the preparation and submission of any required notices, filings, or applications with any relevant Governmental Regulatory Authority, Antitrust/FDI Authority, the FCC or the Defense Counterintelligence and Security Agency by or involving such Consenting Creditor, in which case such information may be shared with the Company Advisors on an outside-counsel only basis). (b) Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote Agreement to accept the Plan, by any Consenting Stakeholder, or any acceptance of the Plan by any class of creditorscontrary, nothing in this Agreement shall: : (a) be construed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (b) be construed to prohibit any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated in these Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering with, impeding, or taking any other action to delay, interfere with or impede, directly or indirectly, the Restructuring Transactions; (c) subject to the terms of Section 4.01(b)(iii) affect the ability of any Consenting Stakeholder Creditor or Consenting Equity Holder to consult with any other Consenting StakeholderCreditor or Consenting Equity Holder, the Company PartiesCompany, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee); ; (dii) impair or waive the rights of any Consenting Stakeholder Creditor or Consenting Equity Holder to assert exercise any right or remedy or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; or the I Squared Infrastructure Sale or to exercise any right or remedy provided under the Confirmation Order or any other Definitive Document; or (eiii) prevent I Squared or any Consenting Stakeholder Creditor or Consenting Equity Holder from enforcing this Agreement or from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement;. (fc) require any Consenting Stakeholder to incur any material financial or other material liability other than as expressly described Notwithstanding anything in this Agreement; (g) obligate a Consenting Stakeholder Agreement to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from withdrawing such votecontrary, nothing in each case upon the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date); provided that upon the withdrawal of any such vote on or after the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote; (h) require any Consenting Stakeholder to take any action that is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; (i) prevent any Consenting Stakeholder from taking any action that is required by applicable Law; (j) prevent any Consenting Stakeholder by reason of this Agreement or shall prevent the Restructuring Transactions Consenting Creditors from making, seekingobjecting to, or receiving otherwise contesting, any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or relief from the like; (k) be construed as limiting automatic stay sought by I Squared and/or supported by the exercise of fiduciary duties by (a) the Consenting Sponsors or (b) their employees, in each case solely arising from serving on the board of directors of any Company Party; (l) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims/Interests (including, without limitation, the filing of a proof of claim against any Company Party); (m) prohibit any Consenting Stakeholder from taking any action that is not inconsistent with this Agreement; or (n) preclude any Consenting Stakeholder from serving on any official committee that may be appointed Debtors in the Chapter 11 Cases for purposes of seeking a deduction or setoff from exercising such Consenting Stakeholder’s fiduciary duties the Deferred Consideration (as required defined in its capacity as a member of such committeethe I Squared Infrastructure Sale Agreement Amendment).

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. 6.01. Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Plan, by any Consenting Stakeholder, or any acceptance of the Plan by any class of creditors, nothing in this Agreement shall: (a) be construed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (b) be construed to prohibit any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated in these a Chapter 11 CasesCase, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering withinterfering, impeding, or taking any other action to delay, interfere with interfere, or impede, directly or indirectly, the Restructuring TransactionsRestructuring; (c) subject to the terms of Section 4.01(b)(iib) affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee)) in a manner consistent with its obligations under Section 5.01(a) hereof; (dc) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement in connection with the Restructuring TransactionsRestructuring; (ed) prevent any Consenting Stakeholder from enforcing this Agreement, the Cash Collateral Order, the Confirmation Order, or any other Definitive Document, or from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, such documents; (fe) require any Consenting Stakeholder to incur any material financial or other material liability other than as expressly described in this Agreement; (g) obligate a Consenting Stakeholder to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from withdrawing such vote, in each case a vote on the Plan solely upon the Termination Date with respect to such Consenting Stakeholder (other than as a result of the occurrence of the Restructuring Effective Date); provided that upon the withdrawal of any such its vote on or after the Termination Date with respect to such Consenting Stakeholder (other than as a result of the occurrence of the Restructuring Effective Date), such vote shall automatically be deemed void ab initio and such Consenting Stakeholder shall have the a reasonable opportunity to change its vote; (hf) (i) prevent any Consenting Stakeholder from taking any action which is required by applicable Law, (ii) require any Consenting Stakeholder to take any action that which is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; , or (iiii) prevent require any Consenting Stakeholder from taking to incur any expenses, liabilities, or other obligations, or agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations; provided, however, that if any Consenting Stakeholder proposes to take any action that is required by otherwise inconsistent with this Agreement in order to comply with applicable Law, such Consenting Stakeholder shall provide advance reasonable notice to the Company Parties, Counsel to the Company Parties, Counsel to the First Lien Ad Hoc Group, and Counsel to the Crossover Group; (jg) prevent any Consenting Stakeholder by reason of this Agreement or the transactions implementing the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like; (kh) subject to the terms of Sections 5.01 and 5.02 hereof, prevent any Consenting Stakeholder from exercising any right under any Finance Document, nor shall anything contained in this Agreement be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors deemed to constitute a waiver or (b) their employees, in each case solely arising from serving on the board of directors amendment of any Company Partyprovision of any Finance Document other than as expressly set forth herein; (li) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence existence, or priority of its Company Claims/Claims and Interests in accordance with the terms of the relevant Finance Documents (including, without limitation, the filing of a proof of claim against any Company Party);; or (mj) prohibit any Consenting Stakeholder from taking any action that is not inconsistent with this Agreement; or (n) preclude any Consenting Stakeholder from serving on any official committee that may be appointed in the Chapter 11 Cases or from exercising such Consenting Stakeholder’s fiduciary duties as required in its capacity as a member of such committee.

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. Notwithstanding anything contained in this Agreement, nothing in this Agreement and notwithstanding any delivery of neither a consent or vote to accept the Plan, Plan by any a Consenting Stakeholder, or any nor the acceptance of the Plan by any class of creditorsConsenting Stakeholder, nothing in this Agreement shall: (a) be construed to prohibit any Consenting Stakeholder from enforcing this Agreement or any Definitive Document, or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this AgreementAgreement or the Definitive Documents, or exercising its rights or remedies reserved herein or in the Definitive Documents; (b) be construed to prohibit or limit any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated concerning any matter arising in these the Chapter 11 Cases, so long as as, during the Agreement Effective Period, the exercise of such appearance and the positions advocated in connection therewith are right is not materially inconsistent with this Agreement or such Consenting Stakeholder’s obligations hereunder; (c) be construed to prohibit or limit any Consenting Stakeholder from taking or directing any action relating to maintenance, protection, or preservation of any collateral, provided that such action is not materially inconsistent with this Agreement and are does not for the purpose of delayinghinder, interfering with, impedingdelay, or taking any other action to delay, interfere with or impede, directly or indirectly, prevent consummation of the Plan and the Restructuring Transactions; (c) subject to the terms of Section 4.01(b)(iid) affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee); (d) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions;; or (e) prevent any Consenting Stakeholder from enforcing this Agreement; (f) require any Consenting Stakeholder to incur any material financial expenses, liabilities or other material liability obligations, or to agree to any commitments, undertakings, concessions, indemnities or other than arrangements that could result in expenses, liabilities or other obligations, except as expressly described in this Agreement; (g) obligate a Consenting Stakeholder to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date); provided that upon the withdrawal of any such vote on or after the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote; (h) require any Consenting Stakeholder to take any action that is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; (i) prevent any Consenting Stakeholder from taking any action that is required by applicable Law; (j) prevent any Consenting Stakeholder by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like; (k) be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors or (b) their employees, in each case solely arising from serving on the board of directors of any Company Party; (l) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims/Interests (including, without limitation, the filing of a proof of claim against any Company Party); (m) prohibit any Consenting Stakeholder from taking any action that is not inconsistent with this Agreement; or (n) preclude any Consenting Stakeholder from serving on any official committee that may be appointed in the Chapter 11 Cases or from exercising such Consenting Stakeholder’s fiduciary duties as required in its capacity as a member of such committeeset forth herein.

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. 6.01 The Parties understand that the Consenting RBL Lenders and Consenting Noteholders are engaged in a wide range of financial services and businesses. In furtherance of the foregoing, the Parties acknowledge and agree that, to the extent a Consenting RBL Lender or Consenting Noteholder expressly indicates on its signature page hereto that it is executing this Agreement on behalf of specific trading desk(s) and/or business group(s) of the Consenting RBL Lender or Consenting Noteholder, the obligations set forth in this Agreement shall only apply to such trading desk(s) and/or business group(s) and shall not apply to any other trading desk or business group of the Consenting RBL Lender or Consenting Noteholder, so long as they are not acting at the direction or for the benefit of the Consenting RBL Lender or Consenting Noteholder, or such entities’ investment in the Company; provided that the foregoing shall not diminish or otherwise affect the obligations and liability therefor of any legal entity that (i) executes this Agreement or (ii) on whose behalf this Agreement is executed by a Consenting RBL Lender or Consenting Noteholder. 6.02 Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Plan, by any Consenting Stakeholder, or any acceptance of the Plan by any class of creditors, nothing in this Agreement shall: (a) be construed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (b) be construed to prohibit any Consenting Stakeholder from appearing as a party in interest and filing papers in any matter to be adjudicated in these the Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering with, impeding, or taking any other action to delay, interfere with or impede, directly or indirectly, the Restructuring TransactionsAgreement; (c) subject to the terms of Section 4.01(b)(iib) affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee); (dc) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; (ed) prevent any Consenting Stakeholder from enforcing this AgreementAgreement or any other Definitive Document, or from contesting whether any matter, fact, or thing is a breach of or is inconsistent with, such document(s); (e) limit the ability of a Consenting Stakeholder to purchase, sell, or enter into any transaction regarding the Company Claims, subject to the terms hereof; (f) require (i) prevent any Consenting Stakeholder to incur from taking any material financial or other material liability other than as expressly described in this Agreement; action which is required by applicable Law, (g) obligate a Consenting Stakeholder to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date); provided that upon the withdrawal of any such vote on or after the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote; (hii) require any Consenting Stakeholder to take any action that which is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege, or (iii) require any Consenting Stakeholder to incur any expenses, liabilities, or other obligations, or agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations; (i) prevent any Consenting Stakeholder from taking any action that is required by applicable Law; (jg) prevent any Consenting Stakeholder by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like; (k) be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors or (b) their employees, in each case solely arising from serving on the board of directors of any Company Party; (lh) prevent any Consenting Stakeholder from taking any customary perfection step or other action as that is necessary to preserve or defend the validity, existence existence, or priority of its Company Claims/Interests (, including, without limitation, the filing of a proof of claim against any Company Party); (mi) prohibit require any Consenting Stakeholder from taking Stakeholders to incur, assume, become liable for any action liabilities or other obligations, or to commence litigation or agree to any commitments, undertakings, concessions, indemnities, or other arrangements to such Consenting Stakeholders, in each case, that is not inconsistent could result in liabilities or other obligations to such Consenting Stakeholders, other than as reasonably necessary to comply with the obligations under this Agreement; or (nj) preclude any obligate a Consenting Stakeholder to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from serving on withdrawing such vote, in each case from and after the Termination Date (other than a Termination Date as a result of the occurrence of the Effective Date); provided that upon the withdrawal of any official committee that may such vote after the Termination Date (other than a Termination Date as a result of the occurrence of the Effective Date), such vote shall be appointed in the Chapter 11 Cases or from exercising deemed void ab initio and such Consenting Stakeholder’s fiduciary duties as required in Stakeholder shall have the opportunity to change its capacity as a member of such committeevote.

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Plan, by any Consenting Stakeholder, or any acceptance of the Plan by any class of creditors, nothing in this Agreement shall: : (a) be construed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (b) be construed to prohibit prevent any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated arising in these the Chapter 11 Cases, so long as such appearance and Cases (to the positions advocated in connection therewith are extent not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering with, impeding, or taking any other action to delay, interfere with or impede, directly or indirectly, the Restructuring Transactions; Agreement); (c) subject to the terms of Section 4.01(b)(iib) affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee appointed in the Chapter 11 Cases and the United States Trustee); ; (dc) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; ; (d) prevent any Consenting Stakeholder from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement or any Definitive Documents; (e) prevent any Consenting Stakeholder from enforcing this Agreement; (f) require taking any Consenting Stakeholder to incur any material financial action that is required by applicable Law or other material liability other than as expressly described in this Agreement; (g) obligate a Consenting Stakeholder to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date); provided that upon the withdrawal of any such vote on or after the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote; (h) require any Consenting Stakeholder to take any action that is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; ; (if) prevent require any Consenting Stakeholder from taking to provide any action information that is required by applicable Law; it determines, in its reasonable discretion, to be sensitive or confidential; (jg) other than as provided for in this Agreement, limit the ability of a Consenting Noteholder to purchase, sell or enter into transactions regarding the Company Claims/Interests; (h) prevent any Consenting Stakeholder by reason of this Agreement or the Restructuring Transactions from making, seeking, seeking or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, licenses or the like; ; (ki) be construed as limiting the exercise of fiduciary duties by (a) obligate the Consenting Sponsors Stakeholders to deliver a vote to support the Prepackaged Plan or (b) their employeesprohibit the Consenting Stakeholders from withdrawing such vote, in each case solely arising from serving on and after the board Termination Date (other than a Termination Date as a result of directors the occurrence of any Company Party; (l) prevent any the Prepackaged Plan Effective Date); and for the avoidance of doubt, that upon the Termination Date, such Consenting Stakeholder’s vote shall automatically be deemed void ab initio and such Consenting Stakeholder from taking shall have a reasonable opportunity to cast a vote; (j) require a Consenting Stakeholder to consent to, acquiesce in, vote for, support, or not object to any customary perfection step Alternative Restructuring Proposal; and (k) except as otherwise provided in this Agreement, require a Consenting Stakeholder to incur any non-reimbursable expenses, liabilities, or other action obligations, or to agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations to such Consenting Stakeholder or its affiliates. For the avoidance of doubt, each Consenting RCF Lender and each Consenting Noteholder, as is necessary applicable, shall only be bound under this Agreement to preserve the extent of such Consenting RCF Lender’s or defend the validity, existence or priority of its such Consenting Noteholder’s Company Claims/Interests (including, without limitation, the filing of a proof of claim against any Company Party); (m) prohibit any set forth on such Consenting Stakeholder from taking any action that is not inconsistent with RCF Lender’s or such Consenting Noteholder’s signature page to this Agreement; or (n) preclude any Consenting Stakeholder from serving on any official committee that may be appointed in the Chapter 11 Cases or from exercising such Consenting Stakeholder’s fiduciary duties as required in its capacity as a member of such committee.

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Plan, by any Consenting Stakeholder, or any acceptance of the Plan by any class of creditors, nothing in this Agreement shall: : (a) be construed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (b) be construed to prohibit any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated in these Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering with, impeding, or taking any other action to delay, interfere with or impede, directly or indirectly, the Restructuring Transactions; (c) subject to the terms of Section 4.01(b)(ii) affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee); ; (db) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under not inconsistent with this Agreement in connection with the Restructuring Transactions; Transaction or the Chapter 11 Cases; (ec) prevent any Consenting Stakeholder from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; ; (fd) limit the ability of a Consenting Stakeholder to purchase, sell, or enter into any transaction regarding the Company Claims/Interests, subject to the terms hereof; (e) require any Consenting Stakeholder to (i) incur any material financial expenses, liabilities, or other material liability obligations, or agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations to any Consenting Stakeholder or its Affiliates; or (ii) provide any information that it reasonably determines to be sensitive or confidential, in each case, other than as expressly described in contemplated by the terms of this Agreement; ; (gf) obligate a Consenting Stakeholder be construed to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date); provided that upon the withdrawal of any such vote on or after the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote; (h) require any Consenting Stakeholder to take any action that is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; (i) prevent any Consenting Stakeholder from taking either itself or through any action that is required by applicable Law; (j) prevent any Consenting Stakeholder by reason of this Agreement representatives or the Restructuring Transactions from makingagents, seekingsoliciting, initiating, negotiating, facilitating, proposing, continuing, or receiving responding to any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, proposal to purchase or the like; (k) be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors or (b) their employees, in each case solely arising from serving on the board of directors of any Company Party; (l) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its sell Company Claims/Interests Interests, so long as such Consenting Stakeholder complies with Section 9 hereof; or (including, without limitation, the filing of a proof of claim against any Company Party); (mg) prohibit any Consenting Stakeholder from taking any other action that is not inconsistent with this Agreement; or (n) preclude any Consenting Stakeholder from serving on any official committee that may be appointed in the Chapter 11 Cases or from exercising such Consenting Stakeholder’s fiduciary duties as required in its capacity as a member of such committee.

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. 5.01. Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Plan, by any Consenting Stakeholder, or any acceptance of the Plan by any class of creditors, nothing in this Agreement shall: (a) be construed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (b) be construed to prohibit any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated in these Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering with, impeding, or taking any other action to delay, interfere with or impede, directly or indirectly, the Restructuring Transactions; (c) subject to the terms of Section 4.01(b)(ii) affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee)) or the Information Officer appointed in the Canadian Recognition Proceedings, provided that such consultation and any communications in connection therewith do not violate this Agreement or any applicable Confidentiality Agreement; (db) be construed to prohibit any Consenting Stakeholder from asserting or enforcing rights in any applicable bankruptcy, insolvency, foreclosure or similar proceeding, including the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Cases or the Canadian Recognition Proceedings; provided, that such appearance and the positions advocated in connection therewith (i) are not inconsistent with this Agreement and (ii) are not for the purpose of hindering, delaying or preventing consummation of the Plan or the Restructuring Transactions; (c) be construed to impair or waive the limit any rights of any Consenting Stakeholder to assert purchase, sell or raise enter into any objection permitted transactions in connection with its Company Claims/Interests subject to the terms of this Agreement pursuant to Section 8 hereof; (d) be construed to impair or limit any rights of any Consenting Stakeholder to enforce any right, remedy, condition, consent or approval requirement under this Agreement in connection with or any of the Restructuring Transactions;Definitive Documents or to contest whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; or (e) (i) prevent any Consenting Stakeholder from enforcing this Agreement; taking any action which is required by applicable Law, or (f) require any Consenting Stakeholder to incur any material financial or other material liability other than as expressly described in this Agreement; (g) obligate a Consenting Stakeholder to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date); provided that upon the withdrawal of any such vote on or after the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote; (hii) require any Consenting Stakeholder to take any action that which is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; (i) prevent ; provided, however, that if any Consenting Stakeholder from taking proposes to take any action that is required by otherwise inconsistent with this Agreement in order to comply with applicable Law; (j) prevent any , such Consenting Stakeholder by reason shall, to the extent reasonably practicable, provide at least three (3) Business Days’ advance notice to the Company Parties. The Parties understand that the Consenting Stakeholders are engaged in a wide range of financial services and businesses. In furtherance of the foregoing, the Parties acknowledge and agree that, unless a Consenting Stakeholder expressly indicates otherwise on its signature page hereto, the obligations set forth in this Agreement or shall only apply and are limited to the Restructuring Transactions from makingspecific trading desk(s), seekingbusiness group(s), or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like; (kand/or discretionary account(s) be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors Stakeholder holding or (b) their employees, in each case solely arising from serving on beneficially owning the board of directors of any Company Party; (l) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims/Interests (includingand shall not apply to any other trading desk, without limitationbusiness group, or discretionary account of the filing of a proof of claim against any Company Party); (m) prohibit any Consenting Stakeholder from taking any action that is not inconsistent with this Agreement; or (n) preclude any Consenting Stakeholder from serving on any official committee that may be appointed in the Chapter 11 Cases or from exercising such Consenting Stakeholder’s fiduciary duties as required in its capacity as ; provided, that the foregoing shall not diminish or otherwise affect the obligations and liability therefor of any legal entity that (i) executes this Agreement or (ii) on whose behalf this Agreement is executed by a member of such committeeConsenting Stakeholder.

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote Agreement to accept the Plan, by any Consenting Stakeholder, or any acceptance of the Plan by any class of creditorscontrary, nothing in this Agreement shall: (a) be construed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (b) be construed to prohibit impair the rights of any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated in these the Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering withinterfering, impeding, or taking any other action to delay, interfere with or impede, directly or indirectly, the Restructuring Transactions; (c) subject to the terms of Section 4.01(b)(iib) affect the ability of any Consenting Stakeholder Stakeholder, to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee); (c) prevent any Consenting Stakeholder, from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (d) require any Consenting Stakeholder, 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 Consenting Stakeholder other than as expressly described in this Agreement, other than expenses that the Company Parties have agreed in writing to reimburse or indemnify on terms satisfactory to such Consenting Stakeholder; (e) prevent any Consenting Stakeholder, from protecting and preserving its rights, remedies, and interests, including its Claims against, or Interests in, the Company Parties to the extent not inconsistent with this Agreement; (f) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; (e) prevent any Consenting Stakeholder from enforcing this Agreement; (fg) require any Consenting Stakeholder to incur (i) take any material financial action, or other material liability other than omit to take any action, not reasonably within its control or which would directly or indirectly breach or cause a breach of any legal or regulatory requirement or any order or direction of any relevant court or Governmental Authority or (ii) take part or be involved in any litigation or court or regulatory proceedings, except as expressly described in contemplated by this Agreement; (gh) obligate a Consenting Stakeholder to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon the Termination Date (other than as a result expressly set forth herein, limit the rights or obligations of the occurrence of the Restructuring Effective Date); provided that upon the withdrawal of any such vote on or after the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote; (h) require any Consenting Stakeholder to take any action that is prohibited by applicable Law under, or to waive constitute a waiver or forego the benefit amendment of any applicable legal professional privilegeterm or provision of any of, the Senior Secured Notes Indenture, the 2025 Convertible Notes Indenture or the 2026 Convertible Notes Indenture; (i) prevent constitute a termination or release of any Consenting Stakeholder from taking liens on, or security interests in, any action of the assets or properties of the Company or any of its direct or indirect subsidiaries that is required by applicable Law;secure the obligations under any of the Senior Secured Notes Indenture, the 2025 Convertible Notes Indenture or the 2026 Convertible Notes Indenture; or (j) prevent any Consenting Stakeholder by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like; (k) be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors or (b) their employees, in each case solely arising from serving on the board of directors of any Company Party; (l) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence existence, or priority of its Company Claims/Interests (including, without limitation, the filing of a proof of claim against any Company PartyDebtor); (m) prohibit any Consenting Stakeholder from taking any action that is not inconsistent with this Agreement; or (n) preclude any Consenting Stakeholder from serving on any official committee that may be appointed in the Chapter 11 Cases or from exercising such Consenting Stakeholder’s fiduciary duties as required in its capacity as a member of such committee.

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Plan, by any Consenting Stakeholder, or any acceptance of the Plan by any class of creditors, nothing in this Agreement shall: (a) be construed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (b) be construed to prohibit any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated in these a Chapter 11 CasesCase, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering with, impedinginterfering, or taking any other action to delay, interfere with or impedeimpeding, directly or indirectly, the Restructuring Transactions; (c) subject to the terms of Section 4.01(b)(iib) affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee), so as long as such consultation and any communications in connection therewith are not inconsistent with this Agreement or any applicable Confidentiality Agreement, and are not for the purpose of delaying, interfering, or impeding, directly or indirectly, the Restructuring Transactions; (dc) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; (ed) prevent any Consenting Stakeholder from enforcing this Agreement; (f) require Agreement or contesting whether any Consenting Stakeholder to incur any material financial matter, fact, or other material liability other than as expressly described in thing is a breach of, or is inconsistent with this Agreement; (ge) obligate a Consenting Stakeholder be construed to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date); provided that upon the withdrawal of any such vote on or after the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote; (h) require any Consenting Stakeholder to take any action that is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; (i) prevent any Consenting Stakeholder from taking either itself or through any action that is required by applicable Law; (j) prevent any Consenting Stakeholder by reason of this Agreement representatives or the Restructuring Transactions from makingagents, seekingsoliciting, initiating, negotiating, facilitating, proposing, continuing, or receiving responding to any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, proposal to purchase or the like; (k) be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors or (b) their employees, in each case solely arising from serving on the board of directors of any Company Party; (l) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its sell Company Claims/Interests (includingInterests, without limitation, the filing of a proof of claim against any Company Party);so long as such Consenting Stakeholder complies with ‎Section 9; or (mf) prohibit any Consenting Stakeholder from taking any other action that is not inconsistent with this Agreement; or (n) preclude any Consenting Stakeholder from serving on any official committee that may be appointed in the Chapter 11 Cases or from exercising such Consenting Stakeholder’s fiduciary duties as required in its capacity as a member of such committee.

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. Notwithstanding anything contained in this Agreement, nothing in this Agreement and notwithstanding any delivery of neither a consent or vote to accept the Plan, Plan by any a Consenting Stakeholder, or any Stakeholder nor the acceptance of the Plan by any class of creditors, nothing in this Agreement Consenting Stakeholder shall: (a) be construed to prohibit or limit any Consenting Stakeholder from contesting whether taking or directing any matteraction relating to maintenance, factprotection, or thing preservation of any collateral provided that such action is a breach of, or is inconsistent with, this Agreement; (b) be construed to prohibit any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated in these Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are does not for the purpose of delayinghinder, interfering with, impedingdelay, or taking any other action to delay, interfere with or impede, directly or indirectly, prevent consummation of the Plan and the Restructuring Transactions; (c) subject to the terms of Section 4.01(b)(iib) affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee)) or any Insolvency Proceeding; (dc) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement or the Definitive Documents in connection with the Restructuring Transactions; (d) be construed to prohibit or limit any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated concerning any matter arising in the Chapter 11 Cases or any Insolvency Proceeding, so long as, during the Agreement Effective Period, the exercise of such right is not inconsistent with this Agreement or any Definitive Document, or such Consenting Stakeholder’s obligations hereunder; (e) be construed to prohibit any Consenting Stakeholder from enforcing this Agreement or any Definitive Document, or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement or the Definitive Documents, or exercising its rights or remedies reserved herein or in the Definitive Documents; (f) prevent any Consenting Stakeholder from enforcing this Agreementtaking any action which is required by applicable Law; (fg) require any Consenting Stakeholder to take any action which is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege or work-product doctrine; (h) require any Consenting Stakeholder to incur any material financial or other material liability other than as expressly described in this AgreementAgreement or any Definitive Document; (gi) obligate a Consenting Stakeholder to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon from and after the Termination Date (other than as a result of (i) the occurrence of the Restructuring Plan Effective DateDate or (ii) such Consenting Stakeholder’s material breach of this Agreement); provided provided, that upon the withdrawal of any such vote on or after the Termination Date (other than as a result of the occurrence of the Restructuring Plan Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote; (hj) require any Consenting Stakeholder Stakeholder, or the board of directors, board of managers, or similar governing body of such Consenting Stakeholder, after consulting with counsel, to take any action that is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; (i) prevent any Consenting Stakeholder refrain from taking any action that is required by to the extent taking or failing to take such action would be inconsistent with applicable Law or its fiduciary obligations under applicable Law, and any such action or inaction pursuant to this Section (j) shall not be deemed to constitute a breach of this Agreement; (jk) prevent any Consenting Stakeholder by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like; (k) be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors or (b) their employees, in each case solely arising from serving on the board of directors of any Company Party; (l) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence existence, or priority of its Company Claims/Interests (including, without limitation, the filing of a proof of claim against any Company Party); (m) be construed to prohibit any Consenting Stakeholder from taking any action that is not materially inconsistent with this Agreement; (n) be construed to limit consent and approval rights provided in this Agreement (including the Restructuring Term Sheet) and the Definitive Documents; (o) limit the ability of any Consenting Stakeholder to assert any rights, claims, and/or defenses arising under the Notes, the Prepetition LC Facility Documents, or any related documents or agreements so long as the positions advocated in connection therewith are not inconsistent with this Agreement or any other Definitive Document; (p) limit the ability of any Consenting Stakeholder to defend against or assert any rights, claims, and/or defenses with respect to any Cause of Action threatened or commenced against any Consenting Stakeholder by any third party; or (nq) preclude except as expressly provided in this Agreement, the Restructuring Transactions, any nondisclosure agreement, and the Definitive Documents, limit the ability of any Consenting Stakeholder from serving on to purchase, sell, exchange, or enter into any official committee that may be appointed in other transactions regarding the Chapter 11 Cases or from exercising such Consenting Stakeholder’s fiduciary duties as required in its capacity as a member of such committeeCompany Claims/Interests.

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Plan, by any Consenting Stakeholder, or any acceptance of the Plan by any class of creditors, nothing in this Agreement shall: : (a) be construed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (b) be construed to prohibit any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated in these Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering with, impeding, or taking any other action to delay, interfere with or impede, directly or indirectly, the Restructuring Transactions; (c) subject to the terms of Section 4.01(b)(ii) affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee); ; (db) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; ; (ec) prevent any Consenting Stakeholder from enforcing this Agreement; (f) require Agreement or contesting whether any Consenting Stakeholder to incur any material financial matter, fact, or other material liability other than as expressly described in thing is a breach of, or is inconsistent with, this Agreement; ; (g) obligate a Consenting Stakeholder to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date); provided that upon the withdrawal of any such vote on or after the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote; (h) require any Consenting Stakeholder to take any action that is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; (id) prevent any Consenting Stakeholder from taking any action that is required by applicable Law; not inconsistent with this Agreement; (je) prevent any Consenting Stakeholder by reason of this Agreement or the Restructuring Transactions from making, seeking, seeking or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, licenses or the like; approval; (k) be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors or (b) their employees, in each case solely arising from serving on the board of directors of any Company Party; (lf) prevent any Consenting Stakeholder from appearing in the Chapter 11 Cases and taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims/Interests (including, without limitation, the filing of a proof of claim against any Company Party); (m) prohibit any Consenting Stakeholder from taking any action that is positions not inconsistent with this Agreement; or or (ng) preclude limit, condition or restrict the applicable Consenting Creditors, in their capacities as DIP Lenders, from (i) exercising any Consenting Stakeholder from serving on rights and remedies under the DIP Facility Documents (and any official committee that may be appointed related credit documents, including the DIP Orders), (ii) waiving or forbearing with respect to any “Default” or “Event of Default” under and as defined in the Chapter 11 Cases DIP Facility Documents (and any related credit documents, including the DIP Orders), (iii) amending, modifying or from exercising such Consenting Stakeholder’s fiduciary duties as required supplementing the DIP Facility Documents (and any related credit documents) in its capacity as a member accordance with the terms thereof or (iv) refusing to make additional advances under the DIP Facility Documents (and any related credit documents, including the DIP Orders) consistent with the terms of such committeethe applicable DIP Facility Documents.

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Plan, by any Consenting Stakeholder, or any acceptance of the Plan by any class of creditors, nothing in this Agreement shall: : (a) be construed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (b) be construed to prohibit any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated in these Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering with, impeding, or taking any other action to delay, interfere with or impede, directly or indirectly, the Restructuring Transactions; (c) subject to the terms of Section 4.01(b)(ii) affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee); ; (db) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; ; (ec) prevent any Consenting Stakeholder from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; ; (fd) require any limit the rights of a Consenting Stakeholder under the Chapter 11 Cases, including appearing as a party in interest in any matter to incur be adjudicated in order to be heard concerning any material financial or other material liability other than matter arising in the Chapter 11 Cases, in each case, so long as expressly described in this Agreement; the exercise of any such right is not inconsistent with such Consenting Stakeholder’s obligations hereunder; (ge) obligate limit the ability of a Consenting Stakeholder to deliver purchase, sell or enter into any transactions regarding the Company Claims/Interests, subject to the terms hereof (including, for the avoidance of doubt, Section 10), and any applicable agreements governing such Company Claims/Interests; (f) constitute a vote to support the Plan waiver or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon the Termination Date (other than as a result amendment of any term or provision of the occurrence Term Loan Agreement or any of the Restructuring Effective Date)other Credit Documents; provided that upon the withdrawal (g) constitute a termination or release of any such vote on liens on, or after the Termination Date (other than as a result security interests in, any of the occurrence assets or properties of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have Company Parties that secure the opportunity to change its vote; obligations under the Term Loan Agreement or any of the other Credit Documents; or (h) require any Consenting Stakeholder to take incur, assume, become liable in respect of or suffer to exist any action 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 Consenting Stakeholder (except, in the case of any Consenting Lender that is prohibited by applicable Law a lender under the DIP Facility or to waive or forego the benefit of any applicable legal professional privilege; (i) prevent any Consenting Stakeholder from taking any action that is required by applicable Law; (j) prevent any Consenting Stakeholder by reason of this Agreement or the Restructuring Transactions from makingExit Facility, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like; (k) be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors or (b) their employees, in each case solely arising from serving on the board of directors of any Company Party; (l) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims/Interests (including, without limitation, the filing of a proof of claim against any Company Party); (m) prohibit any Consenting Stakeholder from taking any action that is not inconsistent with this Agreement; or (n) preclude any Consenting Stakeholder from serving on any official committee that may be appointed in the Chapter 11 Cases or from exercising such Consenting StakeholderLender’s fiduciary duties as required in its capacity as a member of commitments under such committeeDIP Facility or Exit Facility, respectively).

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Plan, Plan by any Consenting Stakeholder, or any acceptance of the Plan by any class of creditors, nothing in this Agreement shall: (a) be construed constructed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (b) be construed to prohibit any Consenting Stakeholder from appearing as a party in party-in-interest in any matter to be adjudicated in these a Chapter 11 CasesCase, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering withinterfering, impeding, or taking any other action to delay, interfere with or impede, directly or indirectly, the Restructuring Transactions; (c) subject to the terms of Section 4.01(b)(ii) affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, Parties or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee)interest; (d) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted not prohibited under this Agreement in connection with the Restructuring TransactionsAgreement; (e) prevent any Consenting Stakeholder from enforcing this Agreement; (f) require any Consenting Stakeholder to incur any material financial or other material liability other than as expressly described in this Agreement; (g) obligate a Consenting Stakeholder to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon from and after the Termination Date (other than a Termination Date as a result of the occurrence of the Restructuring Effective Date); provided that upon the withdrawal of any such vote on or after the Termination Date (other than a Termination Date as a result of the occurrence of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote; (hg) (i) prevent any Consenting Stakeholder from taking any action which is required by applicable Law, (ii) require any Consenting Stakeholder to take any action that which is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; , or (iiii) prevent incur any expenses, liabilities or other obligations, or agree to any commitments, undertakings, concessions, indemnities or other arrangements that could result in expenses, liabilities or other obligations; provided, however, that if any Consenting Stakeholder from taking proposes to take any action that is required by otherwise inconsistent with this Agreement in order to comply with applicable Law, such Consenting Stakeholder shall provide at least three (3) Business Days’ advance notice to the Company Parties; (jh) prevent any Consenting Stakeholder by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like;; or (k) be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors or (b) their employees, in each case solely arising from serving on the board of directors of any Company Party; (l) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims/Interests (including, without limitation, the filing of a proof of claim against any Company Party); (mi) prohibit any Consenting Stakeholder from taking any action that is not inconsistent with this Agreement; or (n) preclude any Consenting Stakeholder from serving on any official committee that may be appointed in the Chapter 11 Cases or from exercising such Consenting Stakeholder’s fiduciary duties as required in its capacity as a member of such committee.

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Plan, by any Consenting Stakeholder, or any acceptance of the Plan by any class of creditors, nothing in this Agreement shall: : (a) be construed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (b) be construed to prohibit any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated in these the Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering withinterfering, impeding, or taking any other action to delay, interfere with or impede, directly or indirectly, the Restructuring Transactions; ; (c) subject to the terms of Section 4.01(b)(iib) affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee); ; (dc) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; ; (ed) prevent any Consenting Stakeholder from enforcing this Agreement; (f) require Agreement or contesting whether any Consenting Stakeholder to incur any material financial matter, fact, or other material liability other than as expressly described in thing is a breach of, or is inconsistent with, this Agreement; ; (ge) obligate a Consenting Stakeholder to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon from and after the Termination Date as to a Consenting Stakeholder (other than a Termination Date as a result of the occurrence of the Restructuring Plan Effective Date); provided that ) and, for the avoidance of doubt, upon the withdrawal of any such vote on or after the Termination Date (other than a Termination Date as a result of the occurrence of the Restructuring Plan Effective Date), such Consenting Stakeholder’s vote shall automatically be deemed void ab initio and such Consenting Stakeholder shall have the a reasonable opportunity to change its cast a vote; ; (h) require any Consenting Stakeholder to take any action that is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; (i) prevent any Consenting Stakeholder from taking any action that is required by applicable Law; (j) prevent any Consenting Stakeholder by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like; (kf) be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors or (b) their employees, in each case solely arising from serving on the board of directors of any Company Party; (l) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims/Interests (including, without limitation, the filing of a proof of claim against any Company Party); (m) prohibit any Consenting Stakeholder from taking either itself or through any action that is not inconsistent with this Agreement; or (n) preclude representatives or agents, soliciting, initiating, negotiating, facilitating, proposing, continuing, or responding to any proposal to purchase or sell Company Claims, so long as such Consenting Stakeholder from serving on any official committee that may be appointed in complies with Section 8.01, or (g) prevent the Chapter 11 Cases DIP Agent or DIP Lenders from exercising such Consenting Stakeholder’s fiduciary duties as required any of its or their rights and privileges under the DIP Documents. Nothing in its capacity as a member this Agreement shall impair or affect the rights or obligations of such committeeany party under the DIP Documents or DIP Order.

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. 6.01. Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Plan, by any Consenting Stakeholder, or any acceptance of the Plan by any class of creditors, nothing in this Agreement shall: (a) be construed to prohibit or limit any Consenting Stakeholder from contesting whether taking or directing any matteraction relating to maintenance, factprotection or preservation of any collateral, provided that such action is not materially inconsistent with this Agreement and does not hinder, delay or thing is a breach of, or is inconsistent with, this Agreementprevent consummation of the Plan and the Restructuring Transactions; (b) be construed to prohibit or limit any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated concerning any matter arising in these the Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering with, impeding, or taking any other action to delay, interfere with or impede, directly or indirectly, the Restructuring TransactionsCase; (c) subject to the terms of Section 4.01(b)(ii) affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee); (d) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement or the Definitive Documents in connection with the Restructuring Transactions; (e) prevent any Consenting Stakeholder from enforcing this Agreement or any Definitive Document, or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement or the Definitive Documents, or exercising its rights or remedies reserved herein or in the Definitive Documents, for the avoidance of doubt nothing in this Agreement shall prevent the ABL Consenting Lenders, and the ABL Consenting Lenders shall not be in breach of this Agreement, if the ABL Consenting Lenders exercise their rights and remedies set forth in the ABL Credit Agreement and related documents, the DIP Orders, and the ABL DIP Documents, as applicable; (f) require prevent any Consenting Stakeholder to incur from taking any material financial or other material liability other than as expressly described in this Agreementaction which is required by applicable Law; (g) obligate a Consenting Stakeholder to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date); provided that upon the withdrawal of any such vote on or after the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote; (h) require any Consenting Stakeholder to take any action that which is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; (ih) prevent unless provided for under this Agreement, incur any Consenting Stakeholder from taking expenses, liabilities, or other obligations, or agree to any action commitments, undertakings, concessions, indemnities, or other arrangements that is required by applicable Lawcould result in expenses, liabilities or other obligations; (ji) prevent any Consenting Stakeholder by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, licenses or the like;; or (k) be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors or (b) their employees, in each case solely arising from serving on the board of directors of any Company Party; (l) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims/Interests (including, without limitation, the filing of a proof of claim against any Company Party); (mj) prohibit any Consenting Stakeholder from taking any action that is not materially inconsistent with this Agreement; or. 6.02. Notwithstanding anything else in this Agreement to the contrary, (ni) preclude each of the Consenting Unsecured Noteholders and Azurite agrees that it shall not purchase any of its Unsecured Note Claims or General Unsecured Claims without providing prior written notice by 5:00 p.m. (prevailing Eastern Time) on the immediate following business day to each of the other Consenting Stakeholder from serving Unsecured Noteholders and Azurite summarizing the economic terms of such potential transaction and affording all of the other Consenting Unsecured Noteholders and Azurite with a right of first refusal to purchase such Unsecured Note Claims and General Unsecured Claims on the same terms as it is contemplating purchasing such additional Unsecured Note Claims and (ii) the Consenting Secured Noteholders agree that they shall not purchase any official committee General Unsecured Claims so long as this Agreement remains in effect. In the event that may be appointed more than one Consenting Unsecured Noteholder or Azurite elect to exercise the right of first refusal set forth in the Chapter 11 Cases or from exercising immediately preceding sentence, all of the Consenting Unsecured Noteholders and Azurite desiring to make such Consenting Stakeholder’s fiduciary duties as required in its capacity as purchase shall each purchase a member pro rata portion of such committeethat Unsecured Note Claim based on their respective Backstop Commitment Percentages.

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. (a) The Parties understand that the Consenting RBL Lenders are engaged in a wide range of financial services and businesses. In furtherance of the foregoing, the Parties acknowledge and agree that, a Consenting RBL Lender may indicate on its signature page hereto that it is executing this Agreement on behalf of a specific trading desk(s) and/or business group(s) of such Consenting RBL Lender, and if so indicated, the obligations set forth in this Agreement shall only apply to such trading desk(s) and/or business group(s) and shall not apply to any other trading desk or business group of the Consenting RBL Lender until such trading desk or business group is or becomes a party to this Agreement. (b) Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Plan, by any Consenting Stakeholder, or any acceptance of the Plan by any class of creditors, nothing in this Agreement shall: (a) be construed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (bi) be construed to prohibit any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated in these the Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering withinterfering, impeding, or taking any other action to delay, interfere with interfere, or impede, directly or indirectly, the Restructuring Transactions; (c) subject to the terms of Section 4.01(b)(iiii) affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee); (diii) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; (eiv) prevent any Consenting Stakeholder from enforcing this Agreement, the DIP Orders, the DIP Facility Documents, the Plan, the Confirmation Order, or any other Definitive Document, or from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, such documents; (fv) require (i) prevent any Consenting Stakeholder to incur from taking any material financial or other material liability other than as expressly described in this Agreement; action which is required by applicable Law, (g) obligate a Consenting Stakeholder to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date); provided that upon the withdrawal of any such vote on or after the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote; (hii) require any Consenting Stakeholder to take any action that which is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; , or (iiii) prevent require any Consenting Stakeholder from taking to incur any expenses, liabilities, or other obligations, or agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations; provided, that if any Consenting Stakeholder proposes to take any action that is required by otherwise inconsistent with this Agreement in order to comply with applicable Law, such Consenting Stakeholder shall, to the extent practicable, provide advance reasonable notice to the Company Parties, and Counsel to the Company Parties; (jvi) prevent any Consenting Stakeholder by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like; (k) be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors or (b) their employees, in each case solely arising from serving on the board of directors of any Company Party; (lvii) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence existence, or priority of its Company Claims/Interests in accordance with the terms of the DIP Orders, the DIP Facility Documents, or the RBL Facility Documents (including, without limitation, the filing of a proof of claim against any Company Party);; or (mviii) obligate any Consenting Stakeholder to deliver a vote to support the Plan or prohibit any Consenting Stakeholder from taking any action that is not inconsistent with this Agreement; or withdrawing such vote, in each case from and after the Termination Date (n) preclude any other than a Termination Date occurring as a result of the occurrence of the Plan Effective Date), and upon the Termination Date as to a Consenting Stakeholder from serving on any official committee that may be appointed in (other than a Termination Date occurring as a result of the Chapter 11 Cases or from exercising occurrence of the Plan Effective Date), such Consenting Stakeholder’s fiduciary duties as required in its capacity as vote shall automatically be deemed void ab initio and such Consenting Stakeholder shall have a member of such committeereasonable opportunity to cast a vote.

Additional Provisions Regarding the Consenting Stakeholders’ Commitments. Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Plan, by any Consenting Stakeholder, or any acceptance of the Plan by any class of creditors, nothing in this Agreement shall: (a) be construed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (b) be construed to prohibit any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated in these Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering with, impeding, or taking any other action to delay, interfere with or impede, directly or indirectly, the Restructuring Transactions; (c) subject to the terms of Section 4.01(b)(ii) affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee); (d) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; (e) prevent any Consenting Stakeholder from enforcing this Agreement; (f) require any Consenting Stakeholder to incur any material financial or other material liability other than as expressly described in this Agreement; (g) obligate a Consenting Stakeholder to deliver a vote to support the Plan or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date); provided that upon the withdrawal of any such vote on or after the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote; (h) require any Consenting Stakeholder to take any action that which is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; (i) prevent any Consenting Stakeholder from taking any action that which is required by applicable Law; (j) prevent any Consenting Stakeholder by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like; (k) be construed as limiting the exercise of fiduciary duties by (a) the Consenting Sponsors or (b) their employees, in each case solely arising from serving on the board of directors of any Company Party; (l) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims/Interests (including, without limitation, the filing of a proof of claim against any Company Party); (m) prohibit any Consenting Stakeholder from taking any action that is not inconsistent with this Agreement; or (n) preclude any Consenting Stakeholder from serving on any official committee Official Committee of Unsecured Creditors that may be appointed in the Chapter 11 Cases or from exercising such Consenting Stakeholder’s fiduciary duties as required in its capacity as a member of such committeeCommittee.