Common use of Agreement to Support Clause in Contracts

Agreement to Support. During the Commitment and TSA Support Period, CRB agrees, subject to the terms and conditions hereof (including, for the avoidance of doubt, the termination rights under Section 6), to use commercially reasonable efforts to: (i) support the Transaction, to act in good faith and to timely (in no event later than the Outside Closing Date) take any and all actions reasonably necessary to consummate the Transaction in a manner consistent with this Agreement; (ii) not direct any Person to take any action inconsistent with CRB’s obligations under this Agreement, and, if such Person, at the direction of CRB in breach of this Agreement, takes any action inconsistent with CRB’s obligations under this Agreement, CRB shall direct such Person to cease, withdraw, and refrain from taking any such action; (iii) negotiate in good faith the Definitive Documents and, to the extent applicable, execute the Definitive Documents; (iv) not directly or indirectly, through any Person, take any action, including initiating (or encouraging any other Person to initiate) any legal proceeding, that is inconsistent with or that would reasonably be expected to prevent, interfere with, delay, or impede the consummation of the Transaction; (v) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transaction, negotiate in good faith appropriate additional or alternative provisions to address any such impediment (to the extent not prohibited by law or regulation applicable to CRB); (vi) obtain and deliver such approvals, consents, waivers, and documents as are necessary to authorize CRB’s or the Company’s consummation and implementation of the Transaction in accordance with this Agreement, including the Transaction Term Sheet, provided that it is not a breach of this Section 3(b)(vi) if CRB concludes in good faith that the concessions or adjustments required to obtain such approvals, consents, waivers, and documents are not acceptable1; and (vii) support and take all actions reasonably necessary or reasonably requested by the Company to confirm CRB’s support for, and facilitate the consummation of the Transaction (to the extent not prohibited by law or regulation applicable to CRB or requiring a material concession by CRB or adjustment of the Transaction). 1 Any required regulatory approval will not happen until the Closing Date.

Agreement to Support. During the Commitment and TSA Individual Support Period, CRB agreesPeriod with respect to such Consenting First Lien Lender, subject to the terms and conditions hereof (includinghereof, for each of the avoidance of doubtConsenting First Lien Lenders agrees, the termination rights under Section 6)severally and not jointly, to use commercially reasonable efforts tothat it shall: (i) use its commercially reasonable efforts to support the TransactionRestructuring and the Restructuring Transactions, to act in good faith and to timely (in no event later than the Outside Closing Date) take any and all reasonable actions reasonably necessary to consummate the Transaction Restructuring and the Restructuring Transactions, in a manner consistent with this Agreement; (ii) not direct any Person the Administrative Agent to take any action inconsistent with CRB’s the Consenting First Lien Lenders’ obligations under this Agreement, and, if such Person, at the direction of CRB in breach of this Agreement, Administrative Agent takes any action inconsistent with CRB’s the Consenting First Lien Lenders’ obligations under this Agreement, CRB the Consenting First Lien Lenders shall direct such Person and use their commercially reasonable efforts to cause the Administrative Agent to cease, withdraw, and refrain from taking any such action; (iii) timely vote (pursuant to the Plan) or cause to be voted all of its Claims (including on account of any claims other than those relating to the Credit Agreement, owned or controlled by such Consenting First Lien Lender) to accept the Plan by delivering its duly executed and completed ballot or ballots, as applicable, accepting the Plan on a timely basis following commencement of the solicitation of acceptances of the Plan in accordance with sections 1125 and 1126 of the Bankruptcy Code; (iv) negotiate in good faith with the Company Parties the forms of the Definitive Documents and, subject to the extent applicableconsent thresholds specified herein, execute the Definitive DocumentsDocuments (to the extent such Consenting First Lien Lender is a party thereto); (ivv) not change or withdraw its votes to accept the Plan (or cause or direct such vote to be changed or withdrawn); provided, however, that such vote shall, without any further action by the applicable Consenting First Lien Lender, be deemed automatically revoked (and, upon such revocation, deemed void ab initio) by the applicable Consenting First Lien Lender at any time following the expiration of the Individual Support Period with respect to such Consenting First Lien Lender; (vi) other than in respect of any such rights preserved under Section 3(d) below, not directly or indirectly, through any Person, take any action, including initiating (or encouraging any other Person to initiate) any legal proceeding, that is inconsistent with or that would reasonably be expected to prevent, interfere with, delay, or impede the consummation of the TransactionRestructuring or Restructuring Transactions, including the approval of the DIP Motion, the entry of the DIP Orders, the approval of the Bidding Procedures Motion, the entry of the Bidding Procedures Order, the approval of the Disclosure Statement, or the solicitation of votes on, and confirmation of, the Plan; (vvii) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the TransactionRestructuring Transactions, negotiate in good faith appropriate additional or alternative provisions to address any such impediment (to the extent not prohibited by law or regulation applicable to CRB)impediment; (viviii) obtain and deliver such approvals, consents, waivers, and documents as are necessary to authorize CRB’s or the Company’s consummation and implementation of the Transaction in accordance with this Agreement, including the Transaction Term Sheet, provided that it is not a breach of this Section 3(b)(vi) if CRB concludes in good faith that the concessions or adjustments required use its commercially reasonable efforts to obtain any and all required regulatory and third-party approvals for such approvals, consents, waivers, Consenting First Lien Lender to consummate the Restructuring Transactions and documents are not acceptable1; andto support the Company Parties in connection with the same; (viiix) support and take all reasonable actions reasonably necessary or reasonably requested by the Company Parties to confirm CRBsuch Consenting First Lien Lender’s support forfor the Bankruptcy Court’s approval of the Plan and Disclosure Statement, the solicitation of votes on the Plan by the Company Parties, and facilitate the confirmation and consummation of the Transaction Plan and the Restructuring Transactions; and (x) prior to the extent Commencement Date, (A) agree not, and not prohibited by law request or regulation applicable to CRB or requiring a material concession by CRB or adjustment direct the Administrative Agent to, (x) accelerate all of the Transaction). 1 Any required regulatory approval will not happen until First Lien Loans and the Closing DateObligations (as defined in the Credit Agreement) related thereto or (y) exercise any other rights or remedies available to the Administrative Agent or to such Consenting First Lien Lender pursuant to Section 8.1 of the Credit Agreement or Section 5.01 of the Pledge and Security Agreement (as defined in the Credit Agreement) forbear and (B) direct the Administrative Agent to abstain from taking any of the actions described in clause (A) above.

Agreement to Support. During the Commitment and TSA Support Agreement Effective Period, CRB each Consenting Noteholder agrees, severally, and neither jointly, nor jointly or severally, without creating any obligation to incur any out‑of‑pocket costs that are not Restructuring Expenses payable under this Agreement by the Company, and subject to the terms conditions of this Agreement and conditions hereof (including, for the avoidance of doubt, Restructuring Term Sheet and to the termination rights under Section 6)extent permitted by Law, to use commercially reasonable efforts to: (i) support the TransactionRestructuring Transactions, to act in good faith and take any and all actions or steps, or cause to timely (be taken all actions or steps, reasonably necessary to consummate the Restructuring Transactions in a manner consistent with this Agreement, as promptly as practicable, and in no event later than the Outside Closing Date) , including, without limitation, by: a. taking any reasonable action contemplated by this Agreement and the Restructuring Term Sheet to facilitate implementation and consummation of the Restructuring Transactions; b. refraining from taking any actions inconsistent with, and not failing or omitting to take any action that is required by, this Agreement; and c. instructing the Trustee to take all necessary or required actions to implement the Restructuring Transactions on terms consistent in all material respects with the Restructuring Term Sheet. (ii) validly and timely submit (including causing its nominee or custodian, if applicable, on behalf of itself and the accounts, funds, or affiliates for which it is acting as investment advisor, sub-advisor, or manager to validly and timely deliver and not withdraw), any approvals, consents, waivers, proxies, signature pages, tenders, instructions or directions to agents, ballots, and/or other means of voting or participating in the Restructuring Transactions with respect to all actions reasonably necessary of its Notes Claims now owned or hereafter acquired by such Consenting Noteholder (or for which such Consenting Noteholder serves as the nominee, investment manager, or advisor for holders thereof), including in relation to consummate the Transaction Consent Solicitation; (iii) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended or revoked) any approval, consent, waiver, proxy, signature page, tender, instruction, direction, ballot, vote, election and/or other means of voting or participating in a manner consistent the Restructuring Transactions referred to in the immediately preceding clause (i) or (ii); (iv) as to the Backstop Parties, provide the Backstop Commitment in accordance with Section 6.02 of this Agreement; (iiv) not direct cooperate with the Company Parties and use commercially reasonable efforts to obtain, as applicable, any Person to take any action inconsistent with CRB’s obligations under this Agreementand all reasonably required federal, andstate, if such Person, at the direction of CRB in breach of this Agreement, takes any action inconsistent with CRB’s obligations under this Agreement, CRB shall direct such Person to cease, withdrawlocal, and refrain from taking any such actionforeign governmental, regulatory, and/or third‑party approvals for the Restructuring Transactions; (iiivi) negotiate in good faith the Definitive Documents and, to the extent applicable, execute the Definitive Documents; (iv) not directly or indirectly, through any Person, take any action, including initiating (or encouraging any other Person to initiate) any legal proceeding, that is inconsistent with or that would reasonably be expected to prevent, interfere with, delay, or impede the consummation of the Transaction; (v) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transaction, negotiate in good faith appropriate additional or alternative provisions to address any such impediment (to the extent not prohibited by law applicable Law, as soon as reasonably practicable, promptly notify the Company Parties in writing of any material governmental or regulation applicable third‑party complaints, litigations, investigations, or hearings (or written communications indicating that the same may be contemplated or threatened) of which such Consenting Noteholder has knowledge of with respect to CRB)the Restructuring Transactions; (vivii) obtain and deliver such approvalsupon reasonable request by Company Parties or their advisors, consentsas soon as reasonably practicable, waiverspromptly provide details regarding the aggregate principal amount of each Consenting Noteholder’s Notes Claims, and documents on an issuance-by-issuance basis as are necessary to authorize CRB’s or the Company’s consummation and implementation of the Transaction date of such request, which information shall be kept confidential by the Company Parties; (viii) if the UK Proceeding is commenced in accordance with this Agreement, including (A) attend each relevant UK Proceeding Meeting (or adjournment thereof) in person or by proxy and exercise and cast all of its votes in respect of its Unsecured Notes in favor of the Transaction Term Sheet, provided that it is not a breach UK Proceeding and any amendment or modification to such UK Proceeding made in accordance with the terms of this Section 3(b)(viAgreement (and not change, withdraw, amend, or revoke such vote or cause or direct such vote to be changed, withdrawn, amended, or revoked), (B) oppose (or instruct its counsel to oppose) any proposal to adjourn any meeting of creditors, (C) oppose (or instruct its counsel to oppose) any amendment or modification of the UK Proceeding that will or is likely to materially adversely affect or conflict in any material respect with the terms of the Restructuring Transactions or their implementation; (D) if CRB concludes in good faith that applicable and if required by the concessions English Court or adjustments required to obtain such approvals, consents, waivers, and documents are not acceptable1; and (vii) support and take all actions reasonably necessary or if reasonably requested by the Company to confirm CRB’s support forParties, and facilitate enter an appearance formally in connection with the consummation of the Transaction (UK Proceeding or be joined formally to the extent not prohibited UK Proceeding; and (E) support the Company Parties in opposing (1) any litigation commenced or (2) any application, motion, pleading, or other document filed in the UK Proceeding, by law any party or regulation applicable persons objecting to CRB the Restructuring Transactions or requiring the UK Proceeding; (ix) if the UK Proceeding is commenced in accordance with this Agreement, give any notice, order, instruction, or direction to the Trustee reasonably necessary to give effect to the Restructuring Transactions; (x) on a material concession by CRB timely basis, negotiate in good faith and execute and implement the Definitive Documents and delivery any other document, notice, confirmation, consent, order, instruction or adjustment of direction, announcement, which in each case, is consistent with and may be necessary to support, facilitate, implement or otherwise give effect to the Restructuring Transactions; and (xi) will tender their Unsecured Notes for exchange in the Private Exchange and will provide any reasonably required document in connection with the foregoing pursuant to the Exchange Transaction). 1 Any required regulatory approval will not happen until the Closing Date.

Agreement to Support. During the Commitment and TSA Support Period, CRB agreeseach of the Consenting Stakeholders agree, subject to the terms and conditions hereof (including, for the avoidance of doubt, the termination rights under Section 6)8), to that each Consenting Stakeholder, severally and not jointly, shall use commercially reasonable efforts to: (i) support the Transaction, to act in good faith and to timely (in no event later than the Outside Closing Date) take any and all actions reasonably necessary to consummate the Transaction in a manner consistent with this Agreement, as promptly as practicable, and in no event later than the Outside Closing Date; (ii) not direct any Person to take any action inconsistent with CRBthe Consenting Stakeholder’s obligations under this Agreement, and, if such Person, at the direction of CRB the Consenting Stakeholder in breach of this Agreement, takes any action inconsistent with CRBthe Consenting Stakeholder’s obligations under this Agreement, CRB the Consenting Stakeholder shall direct and use commercially reasonable efforts to cause such Person to cease, withdraw, and refrain from taking any such action; (iii) negotiate in good faith the Closing Date Definitive Documents and, to the extent applicable, execute the Closing Date Definitive Documents; (iv) not directly or indirectly, through any Person, take any action, including initiating (or encouraging any other Person to initiate) any legal proceeding, that is inconsistent with or that would reasonably be expected to prevent, interfere with, delay, or impede the consummation of the Transaction; (v) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transaction, negotiate in good faith appropriate additional or alternative provisions to address any such impediment (to the extent not prohibited by law or regulation applicable to CRBthe Consenting Stakeholders); (vi) obtain and deliver such approvals, consents, waivers, and documents as are necessary to authorize CRB’s the Consenting Stakeholders’ or the Company’s consummation and implementation of the Transaction in accordance with this Agreement, including the Transaction Term Sheet, provided that it is not a breach of this Section 3(b)(vi) if CRB concludes in good faith that Sheet and the concessions or adjustments required to obtain such approvals, consents, waivers, and documents are not acceptable1; andSigning Date Definitive Documents; (vii) support and take all actions reasonably necessary or reasonably requested by the Company to confirm CRBsuch Consenting Stakeholder’s support for, and facilitate the consummation of the Transaction (to the extent not prohibited by law or regulation applicable to CRB or requiring a material concession by CRB or adjustment of the TransactionConsenting Stakeholders). 1 Any required regulatory approval will ; and (viii) consent to the releases set forth in Section 6 hereof (it being understood that such releases shall not happen become effective until the Closing Date); provided, that, any obligation, other than with respect to the commitment obligations in connection with any Delayed Draw Note Commitment, arising under this Section 3(a) shall not require any Consenting Stakeholder to, directly or indirectly, incur any non de minimis cost, expense, liability, or Claim.

Agreement to Support. During the Commitment and TSA Support Period, CRB agrees, subject to the terms and conditions hereof hereof, each of the Consenting Creditors agrees, severally and not jointly, that it shall: (including, for the avoidance of doubt, the termination rights under Section 6), to a) use its commercially reasonable efforts to: (i) to support the TransactionRestructuring Transactions, and to negotiate and otherwise act in good faith and to timely (in no event later than the Outside Closing Date) take any and all reasonable actions reasonably necessary to consummate the Transaction Restructuring Transactions, in a manner consistent with this AgreementAgreement (including the Restructuring Term Sheet), including, but not limited to, directing or encouraging the Agents to support the Restructuring Transactions; (iib) not direct any Person use its commercially reasonable efforts to take any action inconsistent cooperate with CRB’s obligations under this Agreement, and, if such Person, at and assist the direction of CRB Company Parties in breach of this Agreement, takes any action inconsistent with CRB’s obligations under this Agreement, CRB shall direct such Person to cease, withdraw, and refrain obtaining additional support for the Restructuring Transactions from taking any such actionthe Company Parties’ other stakeholders; (iiic) refrain from initiating or supporting (or directing or encouraging the Agents or any other party to initiate or support) any actions, including legal proceedings, that are inconsistent with the Restructuring Transactions; (d) if solicited to do so, timely vote (pursuant to the Plan) or cause to be voted all of its Claims and Interests, as applicable, to accept the Plan by delivering its duly executed and completed ballot or ballots accepting the Plan on a timely basis following commencement of the solicitation of acceptances of the Plan in accordance with sections 1125 and 1126 of the Bankruptcy Code; (e) to the extent it is permitted to elect whether to opt out of the releases set forth in the Plan, elect not to opt out of the releases set forth in the Plan by delivering its duly executed and completed ballot(s) indicating such election; (f) negotiate in good faith with the Company Parties the forms of the Definitive Documents and, (to the extent applicablesuch Consenting Creditor is a party thereto) and, subject to the consent requirements specified herein, execute the Definitive DocumentsDocuments to the extent such Consenting Creditor is a party thereto; (ivg) not directly or indirectly, through any PersonPerson (including any administrative agent, take any actioncollateral agent or trustee), including initiating (or encouraging any other Person to initiate) any legal proceedingseek, that is inconsistent solicit, propose, support, assist, engage in negotiations in connection with or that would reasonably be expected to preventparticipate in the formulation, interfere withpreparation, delayfiling, financing, consummation, or impede the consummation prosecution of the Transactionany Alternative Proposal; (vh) not vote in support of any Alternative Proposal; (i) not change or withdraw its votes to accept the Plan (or cause or direct such vote to be changed or withdrawn); (j) negotiate in good faith additional or alternative provisions to the extent Restructuring Agreement, in the event any legal objection, proceeding, or structural impediment arises that would prevent, hinder, or delay the consummation of the Transaction, negotiate in good faith appropriate additional or alternative provisions to address any such impediment (to the extent not prohibited by law or regulation applicable to CRB)Restructuring Transactions; (vi) obtain and deliver such approvals, consents, waivers, and documents as are necessary to authorize CRB’s or the Company’s consummation and implementation of the Transaction in accordance with this Agreement, including the Transaction Term Sheet, provided that it is not a breach of this Section 3(b)(vi) if CRB concludes in good faith that the concessions or adjustments required to obtain such approvals, consents, waivers, and documents are not acceptable1; and (viik) support and take all reasonable actions reasonably necessary or reasonably requested by the Company Parties to confirm CRBsuch Consenting Creditor’s support forfor the Restructuring Transactions in accordance with the terms of this Agreement (including the Restructuring Term Sheet); and (l) not directly or indirectly, and facilitate through any Person (including any administrative agent, collateral agent or trustee), object to or contest the consummation Claims or Interests of any other Consenting Creditor, or the Transaction (to rights or distributions of any such Claims or Interests under the extent not prohibited by law Plan or regulation applicable to CRB or requiring a material concession by CRB or adjustment of as provided for under the Transaction). 1 Any required regulatory approval will not happen until the Closing DateRestructuring Term Sheet.

Agreement to Support. During the Commitment and TSA Support Period, CRB agrees, subject to the terms and conditions hereof (includinghereof, for each of the avoidance of doubtConsenting Senior Noteholders agrees, the termination rights under Section 6)severally and not jointly, to use commercially reasonable efforts tothat it shall: (i) use its commercially reasonable efforts to support the TransactionRestructuring and the transactions contemplated by the Term Sheet, the Direction, and the Prepackaged Plan, and to act in good faith and to timely (in no event later than the Outside Closing Date) take any and all reasonable actions reasonably necessary to consummate the Transaction Restructuring and the transactions contemplated by the Term Sheet, the Direction, and the Prepackaged Plan, in a manner consistent with this Agreement; (ii) not direct any Person to take any action inconsistent with CRB’s obligations under this Agreement, and, if such Person, at the direction of CRB in breach of this Agreement, takes any action inconsistent with CRB’s obligations under this Agreement, CRB shall direct such Person to cease, withdraw(A) promptly, and refrain from taking in any event within five (5) business days after the date hereof, execute, and irrevocably consent to, the Direction, (B) cause each of the Directions to be promptly executed by the DTC participant specified in such actionDirection, and thereafter promptly delivered for execution, and executed, by Cede & Co., (C) so long as this Agreement has not been terminated with respect to such Consenting Senior Noteholder, upon the Company’s request, renew the Direction no more frequently than every 59 days, in a manner substantially consistent with the preceding clauses (A) and (B) and (D) execute and deliver such documents, and take such other actions, as may be reasonably requested by the Company or Trustee, or both, to evidence such consent by the registered holder of the Senior Notes; (iii) refrain from initiating (or directing or encouraging the Trustee or any other party to initiate) any actions, including legal proceedings, that are inconsistent with, or that would delay, prevent, frustrate or impede the approval, confirmation or consummation, as applicable, of the Restructuring; (iv) timely vote (pursuant to the Prepackaged Plan) or cause to be voted all of its Claims (including on account of any Term Loans and Convertible Notes owned or controlled by such Consenting Senior Noteholder) to accept the Prepackaged Plan by delivering its duly executed and completed ballot or ballots, as applicable, accepting the Prepackaged Plan on a timely basis following commencement of the solicitation of acceptances of the Prepackaged Plan in accordance with sections 1125(g) and 1126 of the Bankruptcy Code; (v) negotiate in good faith with the Company the forms of the Definitive Documents andand execute the Definitive Documents (in each case, to the extent applicable, execute the Definitive Documentssuch Consenting Senior Noteholder is a party thereto); (ivvi) not change or withdraw its votes to accept the Prepackaged Plan (or cause or direct such vote to be changed or withdrawn); provided, however, that such vote shall, without any further action by the applicable Consenting Senior Noteholder, be deemed automatically revoked (and, upon such revocation, deemed void ab initio) by the applicable Consenting Senior Noteholder at any time following the expiration of the Support Period with respect to such Consenting Senior Noteholder; (vii) not directly or indirectly, through any Person, seek, solicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing or prosecution of, any plan, plan proposal, restructuring proposal, offer of dissolution, winding up, liquidation, sale or disposition, reorganization, merger or restructuring of the Company under any bankruptcy, insolvency or similar laws other than the Restructuring, or take any action, including initiating (or encouraging any other Person to initiate) any legal proceeding, action that is inconsistent with or that would reasonably be expected to prevent, interfere with, delay, delay or impede the solicitation of votes on the Restructuring, Prepackaged Plan and Disclosure Statement, and the confirmation and consummation of the TransactionPrepackaged Plan and the Restructuring; (vviii) use its commercially reasonable efforts to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transaction, negotiate in good faith appropriate additional or alternative provisions to address any such impediment (to the extent not prohibited by law or regulation applicable to CRB); (vi) obtain support and deliver such approvals, consents, waivers, and documents take all actions as are reasonably necessary to authorize CRB’s or the Company’s consummation and implementation of the Transaction in accordance with this Agreement, including the Transaction Term Sheet, provided that it is not a breach of this Section 3(b)(vi) if CRB concludes in good faith that the concessions or adjustments required appropriate to obtain such approvals, consents, waivers, any and documents are not acceptable1all required regulatory and/or third-party approvals to consummate the Transactions; and (viiix) support and take all reasonable actions reasonably necessary or reasonably requested by the Company to confirm CRB’s support forfacilitate the solicitation of votes on the Prepackaged Plan by the Company, approval of the Prepackaged Plan and Disclosure Statement, and facilitate the confirmation and consummation of the Transaction (to Prepackaged Plan and the extent not prohibited by law or regulation applicable to CRB or requiring a material concession by CRB or adjustment of the Transaction). 1 Any required regulatory approval will not happen until the Closing DateRestructuring.

Agreement to Support. During the Commitment and TSA Support Period, CRB agreeseach of the Consenting Stakeholders agree, subject to the terms and conditions hereof (including, for the avoidance of doubt, the termination rights under Section 69 hereof), to that each Consenting Stakeholder, severally and not jointly, shall use commercially reasonable efforts to: (i) support the Transaction, to act in good faith and to timely (in no event later than the Outside Closing Date) take any and all actions or steps, or cause to be taken all actions or steps, reasonably necessary to consummate the Transaction in a manner consistent with this Agreement, as promptly as practicable, and in no event later than the Outside Date (to the extent not prohibited by law or regulation applicable to the Consenting Stakeholders) including, without limitation, by: (A) using commercially reasonable efforts to take any action requested by the Company to facilitate the implementation and consummation of the Transaction; (B) refraining from taking any actions inconsistent with, and not failing or omitting to take an action that is required by, this Agreement; (C) voting, or instructing its proxy or other relevant person to vote, to the extent it is legally entitled to instruct that person to vote, and exercising any powers or rights irrevocably and unconditionally in favor of the Transaction; (D) instructing the Trustee (and to the extent necessary, any security agent) to take all necessary or required actions to implement the Transaction on terms consistent in all material respects with the Transaction Term Sheet; and (E) executing and delivering, within any reasonably requested time period, any Definitive Document and any other document, giving any notice, confirmation, consent, order, instruction or direction, and making any application or announcement, which, in each case, is consistent with and may be necessary or reasonably desirable to support, facilitate, implement or otherwise give effect to the Transaction; (ii) on a timely basis, negotiate in good faith the Definitive Documents and, to the extent applicable and subject to Section 2(b)(ii) hereto, execute and deliver each Definitive Document to which it is a party; (iii) not direct any Person (including, without limitation, the Trustee) to take any action inconsistent with CRBthe Consenting Stakeholder’s obligations under this Agreement, and, if such Person, at the direction of CRB the Consenting Stakeholder in breach of this Agreement, takes any action inconsistent with CRBthe Consenting Stakeholder’s obligations under this Agreement, CRB the Consenting Stakeholder shall direct and use commercially reasonable efforts to cause such Person to cease, withdraw, and refrain from taking any such action; (iiiiv) negotiate not (A) solicit, initiate or encourage the submission of any proposal or offer from any Person relating to an Alternative Transaction or (B) participate in good faith any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the Definitive Documents andforegoing; (v) with respect to each of the Consenting Noteholders: (A) voting, or instructing its proxy or other relevant person to vote, to the extent applicable, execute it is legally entitled to instruct that person to vote in favor of the Definitive DocumentsTransaction as requested in the Exchange Offer Memorandum; (ivB) properly and timely tendering (or cause to be tendered) its Convertible Notes in the Exchange Offer in accordance with the Exchange Offer Memorandum and not withdrawing such Convertible Notes, including with respect to any Convertible Notes for which such Consenting Noteholder serves (now or hereafter) as the nominee, investment manager, or advisor for the beneficial holder thereof except as otherwise expressly permitted pursuant to this Agreement; (C) submitting any consent requested by the Company to amend the Indenture and instructing the Trustee of the same, so long as such amendments are only effective at and after the Closing Date; provided that any such amendments to the Indenture shall be treated as a Definitive Document hereunder; (vi) not directly or indirectly, through any Person, take any action, including initiating (or encouraging any other Person to initiate) any legal proceeding, that is inconsistent with or that would reasonably be expected to prevent, interfere with, delay, or impede the consummation of the Transaction, and not support or cause to be supported any Alternative Transaction (except as expressly authorized in this Agreement) or, if applicable, not challenge, object to, encourage or support any challenge or objection to any terms of a Scheme Transaction; (vvii) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transaction, negotiate in good faith appropriate additional or alternative provisions to address any such impediment (to the extent not prohibited by law or regulation applicable to CRBthe Consenting Stakeholders); (viviii) obtain and deliver such approvals, consents, waivers, and documents as are necessary to authorize CRB’s the Consenting Stakeholders’ or the Company’s consummation and implementation of the Transaction in accordance with this Agreement, including the Transaction Term Sheet; (ix) take such reasonable actions to facilitate discussions between the Company and other Convertible Noteholders regarding the Transaction, provided except as limited by applicable securities laws; (x) consent to the releases set forth in Section 6 hereof (it being understood that such releases shall not become effective until the Closing Date); (xi) subject to the terms of any Restructuring Plan or Scheme, in the event of a Scheme Transaction (A) attend any meeting of creditors by proxy or in person and vote or procure the vote in all respects in support and in favor of the Scheme Transaction and any amendment or modification thereto that is otherwise consistent with and does not conflict with the Transaction, (B) exercise any powers or rights available to it (including instructing the Trustee (and to the extent necessary, any security agent)) in respect of the same, (C) oppose (or instruct its counsel to oppose) any proposal to adjourn any meeting of creditors, (D) oppose (or instruct its counsel to oppose) any amendment or modification of the Scheme Transaction that will or is not a breach likely to adversely affect or conflict in any material respect with the terms of this Section 3(b)(vi) if CRB concludes the Transaction or its implementation, in good faith that each case subject to the concessions or adjustments required to obtain such approvals, consents, waivers, Company having funded the Consenting Stakeholder’s costs and documents are not acceptable1expenses thereof; and (viixii) support if applicable and take all actions reasonably necessary if required by the court or if reasonably requested by the Company Company, enter an appearance formally in connection with the Scheme Transaction or be joined formally to confirm CRB’s support forany Scheme Transaction, and facilitate the consummation of the Transaction (in each case subject to the extent Company having funded the Consenting Stakeholder’s costs and expenses thereof; provided that any obligation arising under this Section 3(a), other than with respect to any Consenting Stakeholder’s obligations in connection with the New Notes, shall not prohibited by law require such Consenting Stakeholder to, directly or regulation applicable indirectly, incur any non de minimis cost or expense that the Company is not obligated to CRB pay or requiring a material concession by CRB or adjustment reimburse in accordance with the terms of the Transaction). 1 Any required regulatory approval will not happen until the Closing Datethis Agreement.