Common use of Agreement to Support Clause in Contracts

Agreement to Support. (a) As long as this Agreement has not been terminated in accordance with the terms hereof, each of the Plan Support Parties agrees that it shall, subject to the receipt by such Plan Support Party of a disclosure statement and other solicitation materials in respect of the Restructuring, which disclosure statement and solicitation materials reflect in all material respects the agreement set forth in this Agreement, including the Plan of Reorganization and, in the event of an In-Court Restructuring, such disclosure statement and other solicitation materials have been approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code (collectively, the “Solicitation Materials”): (i) vote its Claims (inclusive of any Claim acquired pursuant to Section 3.03 hereof; provided, however, that as used herein, “Claims” shall not include any claim held by a Consenting Party in a fiduciary or similar capacity or held by any other business unit of such Consenting Party, unless such business unit is or becomes a party to this Agreement) to accept the Restructuring by delivering its duly executed and completed ballot accepting the Restructuring on a timely basis following the commencement of the solicitation and its actual receipt of the Solicitation Materials and ballot; (ii) not change or withdraw (or cause to be changed or withdrawn) such vote; and (iii) not, in its capacity as a Consenting Party, or in any other capacity, in any material respect, (A) object to, delay, impede, or take any other action to interfere with acceptance or implementation of the Restructuring or (B) propose, file, support, or vote for any restructuring, workout, or plan of reorganization for the Company other than the Restructuring; provided, however, that, except as otherwise set forth in this Agreement, the foregoing prohibition will not limit any Plan Support Parties’ rights under any applicable indenture, credit agreement, other loan document, and/or applicable law to appear and participate as a party in interest in any matter to be adjudicated in any case under the Bankruptcy Code concerning the Company, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with the Plan of Reorganization, this Agreement, or the Restructuring and does not directly and unreasonably hinder, delay, or prevent consummation of the Restructuring Transactions contemplated by the Plan of Reorganization; provided, further, that any delay or other impact on consummation of the Restructuring Transactions contemplated by the Plan of Reorganization caused by a Consenting Party’s opposition to (i) any relief that is inconsistent with such Restructuring Transactions, (ii) a motion by the Company to enter into a material executory contract, lease or other arrangement outside of the ordinary course of its business without obtaining the prior consent of the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, or (iii) any relief that is adverse to interests of the Consenting Holders sought by the Company (or any other party) shall not violate this Section 3.01(iii) (each of (i) through (iii), a “Permitted Delay”); provided, further, that to the extent any such actions by a Consenting Party are adjudicated to be inconsistent with this Agreement, the Company may enforce the Consenting Party’s obligations hereunder, including pursuant to Section 8.13 of this Agreement; provided, further, that the deadlines set forth in Sections 6.04(a)(iii), 6.04(f), 6.04(g) and 6.04(h), to the extent that they have not already expired, may be tolled by the Company, in consultation with the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, for an appropriate amount of time to account for such Permitted Delay.

Agreement to Support. (a) As long as this Agreement has not been terminated in accordance with During the terms hereofCommitment and TSA Support Period, each of the Plan Support Parties agrees that it shallCRB agrees, subject to the receipt by such Plan Support Party terms and conditions hereof (including, for the avoidance of a disclosure statement and other solicitation materials in respect of the Restructuring, which disclosure statement and solicitation materials reflect in all material respects the agreement set forth in this Agreement, including the Plan of Reorganization and, in the event of an In-Court Restructuring, such disclosure statement and other solicitation materials have been approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code (collectivelydoubt, the “Solicitation Materials”):termination rights under Section 6), to use commercially reasonable efforts to: (i) vote its Claims support the Transaction, to act in good faith and to timely (inclusive of in no event later than the Outside Closing Date) take any Claim acquired pursuant and all actions reasonably necessary to Section 3.03 hereof; provided, however, that as used herein, “Claims” shall not include any claim held by a Consenting Party consummate the Transaction in a fiduciary or similar capacity or held by any other business unit of such Consenting Party, unless such business unit is or becomes a party to manner consistent with this Agreement) to accept the Restructuring by delivering its duly executed and completed ballot accepting the Restructuring on a timely basis following the commencement of the solicitation and its actual receipt of the Solicitation Materials and ballot; (ii) not change 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 withdraw indirectly, through any Person, take any action, including initiating (or cause encouraging any other Person to initiate) any legal proceeding, that is inconsistent with or that would reasonably be changed expected to prevent, interfere with, delay, or withdrawnimpede 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 voteimpediment (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 (iiivii) not, in its capacity as a Consenting Party, support and take all actions reasonably necessary or in any other capacity, in any material respect, (A) object to, delay, impede, or take any other action to interfere with acceptance or implementation of the Restructuring or (B) propose, file, support, or vote for any restructuring, workout, or plan of reorganization for the Company other than the Restructuring; provided, however, that, except as otherwise set forth in this Agreement, the foregoing prohibition will not limit any Plan Support Parties’ rights under any applicable indenture, credit agreement, other loan document, and/or applicable law to appear and participate as a party in interest in any matter to be adjudicated in any case under the Bankruptcy Code concerning the Company, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with the Plan of Reorganization, this Agreement, or the Restructuring and does not directly and unreasonably hinder, delay, or prevent consummation of the Restructuring Transactions contemplated by the Plan of Reorganization; provided, further, that any delay or other impact on consummation of the Restructuring Transactions contemplated by the Plan of Reorganization caused by a Consenting Party’s opposition to (i) any relief that is inconsistent with such Restructuring Transactions, (ii) a motion reasonably requested by the Company to enter into a material executory contractconfirm CRB’s support for, lease or other arrangement outside and facilitate the consummation of the ordinary course of its business without obtaining the prior consent of the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, or Transaction (iii) any relief that is adverse to interests of the Consenting Holders sought by the Company (or any other party) shall not violate this Section 3.01(iii) (each of (i) through (iii), a “Permitted Delay”); provided, further, that to the extent any such actions not prohibited by law or regulation applicable to CRB or requiring a Consenting Party are adjudicated to be inconsistent with this Agreement, material concession by CRB or adjustment of the Company may enforce Transaction). 1 Any required regulatory approval will not happen until the Consenting Party’s obligations hereunder, including pursuant to Section 8.13 of this Agreement; provided, further, that the deadlines set forth in Sections 6.04(a)(iii), 6.04(f), 6.04(g) and 6.04(h), to the extent that they have not already expired, may be tolled by the Company, in consultation with the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, for an appropriate amount of time to account for such Permitted DelayClosing Date.

Agreement to Support. During the Support Period, subject to the terms and conditions hereof, each of the Consenting Senior Noteholders agrees, severally and not jointly, that it shall: (ai) As use its commercially reasonable efforts to support the Restructuring and the transactions contemplated by the Term Sheet, the Direction, and the Prepackaged Plan, and to act in good faith and take any and all reasonable actions necessary to consummate the Restructuring and the transactions contemplated by the Term Sheet, the Direction, and the Prepackaged Plan, in a manner consistent with this Agreement; (ii) (A) promptly, and 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 Direction, 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 accordance a manner substantially consistent with the terms hereofpreceding clauses (A) and (B) and (D) execute and deliver such documents, each 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 Plan Support Parties agrees Senior Notes; (iii) refrain from initiating (or directing or encouraging the Trustee or any other party to initiate) any actions, including legal proceedings, that it shallare inconsistent with, subject to or that would delay, prevent, frustrate or impede the receipt by such Plan Support Party of a disclosure statement and other solicitation materials in respect approval, confirmation or consummation, as applicable, of the Restructuring, which disclosure statement and solicitation materials reflect in all material respects the agreement set forth in this Agreement, including the Plan of Reorganization and, in the event of an In-Court Restructuring, such disclosure statement and other solicitation materials have been approved by the Bankruptcy Court ; (iv) timely vote (pursuant to section 1125 the Prepackaged Plan) or cause to be voted all of the Bankruptcy Code (collectively, the “Solicitation Materials”): (i) vote its Claims (inclusive including on account of any Claim acquired pursuant to Section 3.03 hereof; provided, however, that as used herein, “Claims” shall not include any claim held Term Loans and Convertible Notes owned or controlled by a Consenting Party in a fiduciary or similar capacity or held by any other business unit of such Consenting Party, unless such business unit is or becomes a party to this AgreementSenior Noteholder) to accept the Restructuring Prepackaged Plan by delivering its duly executed and completed ballot or ballots, as applicable, accepting the Restructuring Prepackaged Plan on a timely basis following the commencement of the solicitation and its actual receipt of acceptances of the Solicitation Materials Prepackaged Plan in accordance with sections 1125(g) and ballot1126 of the Bankruptcy Code; (iiv) negotiate in good faith with the Company the forms of the Definitive Documents and execute the Definitive Documents (in each case, to the extent such Consenting Senior Noteholder is a party thereto); (vi) 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 vote; andConsenting Senior Noteholder; (iiivii) notnot directly or indirectly, through any Person, seek, solicit, propose, support, assist, engage in its capacity as a Consenting Partynegotiations in connection with or participate in the formulation, preparation, filing or in 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 capacity, in any material respect, (A) object to, delay, impedethan the Restructuring, or take any other action to interfere with acceptance or implementation of the Restructuring or (B) propose, file, support, or vote for any restructuring, workout, or plan of reorganization for the Company other than the Restructuring; provided, however, that, except as otherwise set forth in this Agreement, the foregoing prohibition will not limit any Plan Support Parties’ rights under any applicable indenture, credit agreement, other loan document, and/or applicable law to appear and participate as a party in interest in any matter to be adjudicated in any case under the Bankruptcy Code concerning the Company, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with the Plan of Reorganization, this Agreement, or the Restructuring and does not directly and unreasonably hinder, delay, or prevent consummation of the Restructuring Transactions contemplated by the Plan of Reorganization; provided, further, that any delay or other impact on consummation of the Restructuring Transactions contemplated by the Plan of Reorganization caused by a Consenting Party’s opposition to (i) any relief that is inconsistent with such Restructuring or that would reasonably be expected to prevent, interfere with, delay or impede the solicitation of votes on the Restructuring, Prepackaged Plan and Disclosure Statement, and the confirmation and consummation of the Prepackaged Plan and the Restructuring; (viii) use its commercially reasonable efforts to support and take all actions as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the Transactions, ; and (iiix) a motion support and take all reasonable actions necessary or reasonably requested by the Company to enter into a material executory contract, lease or other arrangement outside facilitate the solicitation of votes on the ordinary course of its business without obtaining the prior consent of the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, or (iii) any relief that is adverse to interests of the Consenting Holders sought by the Company (or any other party) shall not violate this Section 3.01(iii) (each of (i) through (iii), a “Permitted Delay”); provided, further, that to the extent any such actions by a Consenting Party are adjudicated to be inconsistent with this Agreement, the Company may enforce the Consenting Party’s obligations hereunder, including pursuant to Section 8.13 of this Agreement; provided, further, that the deadlines set forth in Sections 6.04(a)(iii), 6.04(f), 6.04(g) and 6.04(h), to the extent that they have not already expired, may be tolled Prepackaged Plan by the Company, in consultation with approval of the Consenting 8.625% Noteholders Prepackaged Plan and Disclosure Statement, and confirmation and consummation of the Prepackaged Plan and the Consenting AcqCo Noteholders, for an appropriate amount of time to account for such Permitted DelayRestructuring.

Agreement to Support. (a) As long as this Agreement has not been terminated in accordance with During the Support Period, subject to the terms and conditions hereof, each of the Plan Support Parties agrees Consenting Creditors agrees, severally and not jointly, that it shall: (a) use its commercially reasonable efforts to support the Restructuring Transactions, subject and to negotiate and otherwise act in good faith and take any and all reasonable actions necessary to consummate the Restructuring Transactions, in a manner consistent with this Agreement (including the Restructuring Term Sheet), including, but not limited to, directing or encouraging the Agents to support the Restructuring Transactions; (b) use its commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (c) 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 receipt by such Plan Support Party Plan) or cause to be voted all of a disclosure statement and other solicitation materials in respect of the Restructuring, which disclosure statement and solicitation materials reflect in all material respects the agreement set forth in this Agreement, including the Plan of Reorganization and, in the event of an In-Court Restructuring, such disclosure statement and other solicitation materials have been approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code (collectively, the “Solicitation Materials”): (i) vote its Claims (inclusive of any Claim acquired pursuant to Section 3.03 hereof; providedand Interests, howeveras applicable, that as used herein, “Claims” shall not include any claim held by a Consenting Party in a fiduciary or similar capacity or held by any other business unit of such Consenting Party, unless such business unit is or becomes a party to this Agreement) to accept the Restructuring Plan by delivering its duly executed and completed ballot or ballots accepting the Restructuring Plan on a timely basis following the commencement of the solicitation and its actual receipt of acceptances of the Solicitation Materials Plan in accordance with sections 1125 and ballot1126 of the Bankruptcy Code; (iie) 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 (to the extent such Consenting Creditor is a party thereto) and, subject to the consent requirements specified herein, execute the Definitive Documents to the extent such Consenting Creditor is a party thereto; (g) not directly or indirectly, through any Person (including any administrative agent, collateral agent or trustee), seek, solicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing, financing, consummation, or prosecution of any Alternative Proposal; (h) 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 Restructuring Agreement, in the event any objection, proceeding, or impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions; (k) support and take all reasonable actions necessary or reasonably requested by the Company Parties to confirm such voteConsenting Creditor’s support for the Restructuring Transactions in accordance with the terms of this Agreement (including the Restructuring Term Sheet); and (iiil) notnot directly or indirectly, in its capacity as a Consenting Partythrough any Person (including any administrative agent, collateral agent or in trustee), object to or contest the Claims or Interests of any other capacity, in any material respect, (A) object to, delay, impede, or take any other action to interfere with acceptance or implementation of the Restructuring or (B) propose, file, support, or vote for any restructuring, workout, or plan of reorganization for the Company other than the Restructuring; provided, however, that, except as otherwise set forth in this Agreement, the foregoing prohibition will not limit any Plan Support Parties’ rights under any applicable indenture, credit agreement, other loan document, and/or applicable law to appear and participate as a party in interest in any matter to be adjudicated in any case under the Bankruptcy Code concerning the Company, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with the Plan of Reorganization, this AgreementConsenting Creditor, or the Restructuring and does not directly and unreasonably hinder, delay, rights or prevent consummation distributions of any such Claims or Interests under the Plan or as provided for under the Restructuring Transactions contemplated by the Plan of Reorganization; provided, further, that any delay or other impact on consummation of the Restructuring Transactions contemplated by the Plan of Reorganization caused by a Consenting Party’s opposition to (i) any relief that is inconsistent with such Restructuring Transactions, (ii) a motion by the Company to enter into a material executory contract, lease or other arrangement outside of the ordinary course of its business without obtaining the prior consent of the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, or (iii) any relief that is adverse to interests of the Consenting Holders sought by the Company (or any other party) shall not violate this Section 3.01(iii) (each of (i) through (iii), a “Permitted Delay”); provided, further, that to the extent any such actions by a Consenting Party are adjudicated to be inconsistent with this Agreement, the Company may enforce the Consenting Party’s obligations hereunder, including pursuant to Section 8.13 of this Agreement; provided, further, that the deadlines set forth in Sections 6.04(a)(iii), 6.04(f), 6.04(g) and 6.04(h), to the extent that they have not already expired, may be tolled by the Company, in consultation with the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, for an appropriate amount of time to account for such Permitted DelayTerm Sheet.

Agreement to Support. (a) As long as this Agreement has not been terminated in accordance with During the Support Period, subject to the terms and conditions hereof, each of the Plan Support Parties agrees Consenting Term Lenders agrees, severally and not jointly, that it shall, subject to the receipt by such Plan Support Party of a disclosure statement and other solicitation materials in respect of the Restructuring, which disclosure statement and solicitation materials reflect in all material respects the agreement set forth in this Agreement, including the Plan of Reorganization and, in the event of an In-Court Restructuring, such disclosure statement and other solicitation materials have been approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code (collectively, the “Solicitation Materials”):: (i) vote use its Claims commercially reasonable efforts to support the Restructuring and the transactions contemplated by the Term Sheet, the Credit Agreement Waiver, the Interim Amendment, and the Prepackaged Plan (inclusive of if applicable), and to act in good faith and take any Claim acquired pursuant and all reasonable actions necessary to Section 3.03 hereof; providedconsummate the Restructuring and the transactions contemplated by the Term Sheet, howeverthe Credit Agreement Waiver, that as used hereinthe Interim Amendment, “Claims” shall not include any claim held by a Consenting Party and the Prepackaged Plan (if applicable), in each case, in a fiduciary or similar capacity or held by any other business unit of such Consenting Party, unless such business unit is or becomes a party to manner consistent with this Agreement) to accept the Restructuring by delivering its duly executed and completed ballot accepting the Restructuring on a timely basis following the commencement of the solicitation and its actual receipt of the Solicitation Materials and ballot; (ii) not change whether pursuant to the Out-of-Court Restructuring or withdraw pursuant to the Prepackaged Plan, in a timely manner, (or cause i) execute, and irrevocably consent to, the Credit Agreement Waiver on the date of execution of this Agreement, (ii) irrevocably agree to be changed or withdrawn) such vote; the treatment of its Claims contemplated in the Term Sheet, in both the Out-of- Court Restructuring and , subject to section 1125 and 1126 of the Bankruptcy Code, the In-Court Restructuring pursuant to the Prepackaged Plan, (iii) notnegotiate in good faith with the Company regarding an alternative in-court restructuring sponsored by the Consenting Term Lenders pursuant to which such Consenting Term Lenders may agree, among other things, to convert a mutually agreeable portion of their Claims into equity of the Company as reorganized and or an alternative transaction structure, in its capacity each case, together with such other terms as may be mutually agreeable to the Company and such Consenting Term Lenders (the “Alternative Restructuring”), which Alternative Restructuring shall be operative only if Senior Noteholders holding at least the Requisite Senior Notes Threshold have not executed a Consenting Partyrestructuring support agreement to support the Restructuring with terms consistent with this Agreement by the Senior Notes RSA Milestone Date, or and (iv) negotiate in any other capacity, in any material respect, (A) object to, delay, impede, or take any other action to interfere good faith with acceptance or implementation the Company the forms of the Restructuring or Definitive Documents (B) propose, file, support, or vote for any restructuring, workout, or plan of reorganization for to the Company other than the Restructuring; provided, however, that, except as otherwise set forth in this Agreement, the foregoing prohibition will not limit any Plan Support Parties’ rights under any applicable indenture, credit agreement, other loan document, and/or applicable law to appear and participate as extent such Consenting Term Lender is a party in interest in any matter to be adjudicated in any case under the Bankruptcy Code concerning the Company, thereto) and so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the Plan purpose of Reorganization(or could not reasonably be expected to) hindering, this Agreementdelaying, or preventing the Restructuring and does not directly and unreasonably hinder, delay, or prevent consummation of the Restructuring Transactions transactions contemplated by in, subject to the Plan of Reorganization; providedterms and conditions of, further, that any delay or other impact on consummation of the Restructuring Transactions contemplated by Restructuring; or (D) impair or waive the Plan rights of Reorganization caused by a any Consenting Party’s opposition Term Lender to (i) assert or raise any relief that is inconsistent objection expressly permitted under this Agreement in connection with such Restructuring Transactionsany hearing in the Bankruptcy Court, (ii) a motion by the Company to enter into a material executory contractincluding, lease or other arrangement outside without limitation, any hearing on confirmation of the ordinary course of its business without obtaining the prior consent of the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, or (iii) any relief that is adverse to interests of the Consenting Holders sought by the Company (or any other party) shall not violate this Section 3.01(iii) (each of (i) through (iii), a “Permitted Delay”); provided, further, that to the extent any such actions by a Consenting Party are adjudicated to be inconsistent with this Agreement, the Company may enforce the Consenting Party’s obligations hereunder, including pursuant to Section 8.13 of this Agreement; provided, further, that the deadlines set forth in Sections 6.04(a)(iii), 6.04(f), 6.04(g) and 6.04(h), to the extent that they have not already expired, may be tolled by the Company, in consultation with the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, for an appropriate amount of time to account for such Permitted DelayPrepackaged Plan.

Agreement to Support. (a) As long as Holdings hereby irrevocably and unconditionally agrees that, during the term of this Agreement has not been terminated in accordance with Section 6.3, at the terms hereof, each Partners Meeting and at any other meeting of the Plan Support Parties agrees that it shallunitholders of Partners, subject to the receipt by such Plan Support Party of a disclosure statement however called, including any adjournment or postponement thereof, and other solicitation materials in respect connection with any written consent of the Restructuring, which disclosure statement and solicitation materials reflect in all material respects the agreement set forth in unitholders of Partners relating to this Agreement, including the Plan of Reorganization andMerger, in or the event of an In-Court Restructuringtransactions contemplated hereby, such disclosure statement and other solicitation materials have been approved by Holdings shall to the Bankruptcy Court pursuant fullest extent that the Existing Units are entitled to section 1125 of the Bankruptcy Code (collectively, the “Solicitation Materials”):vote thereon or consent thereto: (i) vote appear at each such meeting or otherwise cause its Claims (inclusive Existing Units to be counted as present thereat for purposes of any Claim acquired pursuant to Section 3.03 hereofcalculating a quorum; provided, however, that as used herein, “Claims” shall not include any claim held by a Consenting Party in a fiduciary or similar capacity or held by any other business unit of such Consenting Party, unless such business unit is or becomes a party to this Agreement) to accept the Restructuring by delivering its duly executed and completed ballot accepting the Restructuring on a timely basis following the commencement of the solicitation and its actual receipt of the Solicitation Materials and ballot;and (ii) not change or withdraw vote (or cause to be changed or withdrawn) such vote; and (iii) notvoted), in its capacity as a Consenting Partyperson or by proxy, or in any other capacity, in any material respect, deliver (Aor cause to be delivered) object to, delay, impede, or take any other action to interfere with acceptance or implementation a written consent covering all of the Restructuring or Existing Units (Bi) propose, file, support, or vote for any restructuring, workout, or plan in favor of reorganization for the Company other than the Restructuring; provided, however, that, except as otherwise set forth in approval and adoption of this Agreement, the foregoing prohibition will not limit any Plan Support Parties’ rights under any applicable indenture, credit agreement, other loan document, and/or applicable law to appear and participate as a party in interest in any matter to be adjudicated in any case under approval of the Bankruptcy Code concerning the Company, so long as such appearance Merger and the positions advocated in connection therewith are not materially inconsistent with transactions contemplated hereby (including the Plan of Reorganization, this Agreement, or the Restructuring and does not directly and unreasonably hinder, delay, or prevent consummation approval of the Restructuring Transactions contemplated by Partners Amended and Restated Partnership Agreement) and any other action required in furtherance thereof submitted for the Plan vote or written consent of Reorganizationunitholders; providedand (ii) against any other action, furtheragreement or transaction, that as to which a vote in favor would constitute a breach or violation of its obligations under Section 4.11. (b) Holdings hereby covenants and agrees that, except for this Section 6.3, Holdings (a) has not entered into, and shall not enter into at any delay time while this Section 6.3 remains in effect, any voting agreement or other impact on consummation voting trust with respect to its Existing Units and (b) has not granted, and shall not grant at any time while this covenant remains in effect, a proxy, consent or power of attorney with respect to its Existing Units. (c) This Section 6.3 shall remain in effect until the Restructuring Transactions contemplated by the Plan earliest to occur of Reorganization caused by a Consenting Party’s opposition to (i) any relief that is inconsistent with such Restructuring Transactionsthe Effective Time, (ii) a motion by the Company to enter into a material executory contractHoldings Change in Recommendation, lease or other arrangement outside of the ordinary course of its business without obtaining the prior consent of the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, or (iii) any relief that is adverse a Partners Change in Recommendation, (iv) the termination of this Agreement in accordance with its terms or (v) the written agreement of Holdings and Partners to interests of the Consenting Holders sought by the Company (or any other party) shall not violate terminate this Section 3.01(iii) (each 6.3. After the occurrence of (i) through (iii)such applicable event, a “Permitted Delay”); provided, further, that to the extent any such actions by a Consenting Party are adjudicated to this Section 6.3 shall terminate and be inconsistent with this Agreement, the Company may enforce the Consenting Party’s obligations hereunder, including pursuant to Section 8.13 of this Agreement; provided, further, that the deadlines set forth in Sections 6.04(a)(iii), 6.04(f), 6.04(g) no further force and 6.04(h), to the extent that they have not already expired, may be tolled by the Company, in consultation with the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, for an appropriate amount of time to account for such Permitted Delayeffect.

Agreement to Support. For the duration of the Support Period (a) As long as this Agreement has not been terminated in accordance defined below), with the terms hereofrespect to a Consenting Creditor Party, each of the Plan Support Parties such Consenting Creditor Party agrees that it shall, subject to the receipt by such Plan Support Consenting Creditor Party of a disclosure statement the CHC Disclosure Statement and other solicitation materials Solicitation Materials in respect of the Restructuring, which disclosure statement and solicitation materials reflect in all material respects the agreement set forth in this Agreement, including the CHC Plan of Reorganization and, in the event of an In-Court Restructuring, such disclosure statement and other solicitation materials have been that are approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code (collectively, the “Solicitation Materials”):CHC Disclosure Statement Order: (i) vote its Claims (inclusive of any Claim acquired pursuant to Section 3.03 hereof; provided, however, that as used herein, “Claims” shall not include any claim held by a Consenting Party in a fiduciary or similar capacity or held by any other business unit of if such Consenting PartyCreditor Party is not the UCC, unless such business unit is vote any and all Claims it holds or becomes a party has the authority to this Agreement) vote against the CHC Parties to accept the Restructuring CHC Plan, by timely delivering its duly executed and completed ballot ballots accepting the Restructuring on a timely basis CHC Plan in accordance with the Bankruptcy Court-approved voting procedures; provided that such vote shall be immediately revoked and deemed void ab initio by any of the Consenting Creditor Parties at any time following the commencement expiration of the solicitation and its actual receipt Support Period (it being understood by the Parties that any modification of the CHC Plan that results in a termination of this Agreement pursuant to Section 6 hereof shall entitle such Consenting Creditor Party the opportunity to change its vote in accordance with section 1127(d) of the Bankruptcy Code, and the CHC Plan and Solicitation Materials and ballotwith respect to the CHC Plan shall be consistent with this proviso); (ii) if such Consenting Creditor Party is not the UCC, not change or withdraw (or cause to be changed or withdrawn) such vote; andany vote submitted pursuant to subsection (i) above other than as set forth therein; (iii) not, in its capacity as a Consenting Party, or in any other capacity, in any material respect, not (Ax) object to, delay, impede, vote or cause to be voted or take any other direct or indirect action to reject, delay, impede or otherwise interfere with acceptance or implementation of the Restructuring CHC Plan, (y) directly or (B) indirectly seek, solicit, negotiate, encourage, propose, file, support, consent to, pursue, initiate, assist, join in, participate in the formulation of, enter into any agreements relating to, or vote for in favor of any restructuring, workout, or plan of reorganization for the Company Alternative Transaction other than the RestructuringCHC Plan or (z) otherwise take any direct or indirect action that would interfere with, delay or impede the consummation of the Restructuring pursuant to the CHC Plan; (iv) if such Consenting Party is the UCC, support the confirmation and consummation of the CHC Plan and submit a letter, which will be included in the Solicitation Materials, recommending that unsecured creditors of the CHC Parties vote in favor of the CHC Plan, which letter and recommendation shall not be subsequently withdrawn; and (v) if such Consenting Creditor Party is a Milestone Beneficial Owner, direct and authorize the Milestone Trustees to vote their Claims and take or omit to take such other actions as described in Sections 4(a)(i) to (iii) above, and otherwise perform all of its obligations hereunder (including under the Milestone Term Sheet) and under the Milestone Documents; provided, however, that, except as otherwise set forth that nothing in this AgreementSection 4(a) or elsewhere in this Agreement shall require any Consenting Creditor Party to incur any expenses, the foregoing prohibition will not limit liabilities or other obligations, or agree to any Plan Support Parties’ rights under commitments, undertaking, concessions indemnities or other arrangements that could result in expenses, liabilities or other obligations to any applicable indenture, credit agreementsuch Party, other loan document, and/or applicable law to appear and participate than as a party specifically stated in interest in any matter to be adjudicated in any case under the Bankruptcy Code concerning the Company, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with the Plan of Reorganization, this Agreement, or the Restructuring and does not directly and unreasonably hinder, delay, or prevent consummation of the Restructuring Transactions contemplated by the Plan of Reorganization; provided, further, that any delay or other impact on consummation of the Restructuring Transactions contemplated by the Plan of Reorganization caused by a Consenting Party’s opposition to (i) any relief that is inconsistent with such Restructuring Transactions, (ii) a motion by the Company to enter into a material executory contract, lease or other arrangement outside of the ordinary course of its business without obtaining the prior consent of the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, or (iii) any relief that is adverse to interests of the Consenting Holders sought by the Company (or any other party) shall not violate this Section 3.01(iii) (each of (i) through (iii), a “Permitted Delay”); provided, further, that to the extent any such actions by a Consenting Party are adjudicated to be inconsistent with this Agreement, the Company may enforce the Consenting Party’s obligations hereunder, including pursuant to Section 8.13 provisions of this Agreement; provided, further, that the deadlines set forth in Sections 6.04(a)(iii), 6.04(f), 6.04(g) and 6.04(h), to the extent that they have not already expired, may be tolled by the Company, in consultation with the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, for an appropriate amount of time to account for such Permitted Delay.

Agreement to Support. (a) As long as this Agreement has not been terminated in accordance with During the terms hereofTSA Support Period, each of the Plan Support Parties agrees that it shallConsenting Stakeholders agree, subject to the receipt by such Plan Support Party terms and conditions hereof (including, for the avoidance of a disclosure statement and other solicitation materials in respect of the Restructuring, which disclosure statement and solicitation materials reflect in all material respects the agreement set forth in this Agreement, including the Plan of Reorganization and, in the event of an In-Court Restructuring, such disclosure statement and other solicitation materials have been approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code (collectivelydoubt, the “Solicitation Materials”):termination rights under Section 8), that each Consenting Stakeholder, severally and not jointly, shall use commercially reasonable efforts to: (i) vote its Claims (inclusive of support the Transaction, to act in good faith and to take any Claim acquired pursuant and all actions reasonably necessary to Section 3.03 hereof; provided, however, that as used herein, “Claims” shall not include any claim held by a Consenting Party consummate the Transaction in a fiduciary or similar capacity or held by any other business unit of such Consenting Party, unless such business unit is or becomes a party to manner consistent with this Agreement) to accept , as promptly as practicable, and in no event later than the Restructuring by delivering its duly executed and completed ballot accepting the Restructuring on a timely basis following the commencement of the solicitation and its actual receipt of the Solicitation Materials and ballotOutside Closing Date; (ii) not change direct any Person to take any action inconsistent with the Consenting Stakeholder’s obligations under this Agreement, and, if such Person, at the direction of the Consenting Stakeholder in breach of this Agreement, takes any action inconsistent with the Consenting Stakeholder’s obligations under this Agreement, 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 withdraw indirectly, through any Person, take any action, including initiating (or cause encouraging any other Person to initiate) any legal proceeding, that is inconsistent with or that would reasonably be changed expected to prevent, interfere with, delay, or withdrawnimpede 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 voteimpediment (to the extent not prohibited by law or regulation applicable to the Consenting Stakeholders); (vi) obtain and deliver such approvals, consents, waivers, and documents as are necessary to authorize the Consenting Stakeholders’ or the Company’s consummation and implementation of the Transaction in accordance with this Agreement, including the Transaction Term Sheet and the Signing Date Definitive Documents; (vii) support and take all actions reasonably necessary or reasonably requested by the Company to confirm such Consenting Stakeholder’s support for, and facilitate the consummation of the Transaction (to the extent not prohibited by law or regulation applicable to the Consenting Stakeholders); and (iiiviii) not, in its capacity as a Consenting Party, or in any other capacity, in any material respect, (A) object to, delay, impede, or take any other action consent to interfere with acceptance or implementation of the Restructuring or (B) propose, file, support, or vote for any restructuring, workout, or plan of reorganization for the Company other than the Restructuring; provided, however, that, except as otherwise releases set forth in this Agreement, the foregoing prohibition will not limit any Plan Support Parties’ rights under any applicable indenture, credit agreement, other loan document, and/or applicable law to appear and participate as a party in interest in any matter to be adjudicated in any case under the Bankruptcy Code concerning the Company, so long as Section 6 hereof (it being understood that such appearance and the positions advocated in connection therewith are not materially inconsistent with the Plan of Reorganization, this Agreement, or the Restructuring and does not directly and unreasonably hinder, delay, or prevent consummation of the Restructuring Transactions contemplated by the Plan of Reorganization; provided, further, that any delay or other impact on consummation of the Restructuring Transactions contemplated by the Plan of Reorganization caused by a Consenting Party’s opposition to (i) any relief that is inconsistent with such Restructuring Transactions, (ii) a motion by the Company to enter into a material executory contract, lease or other arrangement outside of the ordinary course of its business without obtaining the prior consent of the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, or (iii) any relief that is adverse to interests of the Consenting Holders sought by the Company (or any other party) releases shall not violate this Section 3.01(iii) (each of (i) through (iii), a “Permitted Delay”become effective until the Closing Date); provided, furtherthat, that any obligation, other than with respect to the extent commitment obligations in connection with any such actions by a Delayed Draw Note Commitment, arising under this Section 3(a) shall not require any Consenting Party are adjudicated to be inconsistent with this AgreementStakeholder to, the Company may enforce the Consenting Party’s obligations hereunderdirectly or indirectly, including pursuant to Section 8.13 of this Agreement; providedincur any non de minimis cost, furtherexpense, that the deadlines set forth in Sections 6.04(a)(iii)liability, 6.04(f), 6.04(g) and 6.04(h), to the extent that they have not already expired, may be tolled by the Company, in consultation with the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, for an appropriate amount of time to account for such Permitted Delayor Claim.

Agreement to Support. (a) As long as this Agreement has not been terminated in accordance with During the Support Period, subject to the terms and conditions hereof, each of the Plan Support Parties agrees Consenting Term Lenders agrees, severally and not jointly, that it shall, subject to the receipt by such Plan Support Party of a disclosure statement and other solicitation materials in respect of the Restructuring, which disclosure statement and solicitation materials reflect in all material respects the agreement set forth in this Agreement, including the Plan of Reorganization and, in the event of an In-Court Restructuring, such disclosure statement and other solicitation materials have been approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code (collectively, the “Solicitation Materials”):: (i) use its commercially reasonable efforts to support the Restructuring and the transactions contemplated by the Term Sheet and the Prepackaged Plan, and to act in good faith and take any and all reasonable actions necessary to consummate the Restructuring and the transactions contemplated by the Term Sheet and the Prepackaged Plan (including the negotiation of the Amended and Restated Credit Facility Documents), in a manner consistent with this Agreement; (ii) refrain from initiating (or directing or encouraging the Administrative Agent 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; (iii) timely vote (pursuant to the Prepackaged Plan) or cause to be voted all of its Claims (inclusive including on account of any Claim acquired pursuant to Section 3.03 hereof; provided, however, that as used herein, “Claims” shall not include any claim held the Senior Notes Indenture or the Convertible Notes Indenture owned or controlled by a Consenting Party in a fiduciary or similar capacity or held by any other business unit of such Consenting Party, unless such business unit is or becomes a party to this AgreementTerm Lender) to accept the Restructuring Prepackaged Plan by delivering its duly executed and completed ballot or ballots, as applicable, accepting the Restructuring Prepackaged Plan on a timely basis following the commencement of the solicitation and its actual receipt of acceptances of the Solicitation Materials Prepackaged Plan in accordance with sections 1125(g) and ballot1126 of the Bankruptcy Code; (iiiv) negotiate in good faith with the Company the forms of the Definitive Documents (to the extent such Consenting Term Lender is a party thereto) and execute the Definitive Documents; (v) 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 Term Lender, be deemed automatically revoked (and, upon such revocation, deemed void ab initio) by the applicable Consenting Term Lender at any time following the expiration of the Support Period with respect to such vote; andConsenting Term Lender; (iiivi) notnot directly or indirectly, through any Person, seek, solicit, propose, support, assist, engage in its capacity as a Consenting Partynegotiations in connection with or participate in the formulation, preparation, filing or in 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 capacity, in any material respect, (A) object to, delay, impedethan the Restructuring, or take any other action to interfere with acceptance or implementation of the Restructuring or (B) propose, file, support, or vote for any restructuring, workout, or plan of reorganization for the Company other than the Restructuring; provided, however, that, except as otherwise set forth in this Agreement, the foregoing prohibition will not limit any Plan Support Parties’ rights under any applicable indenture, credit agreement, other loan document, and/or applicable law to appear and participate as a party in interest in any matter to be adjudicated in any case under the Bankruptcy Code concerning the Company, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with the Plan of Reorganization, this Agreement, or the Restructuring and does not directly and unreasonably hinder, delay, or prevent consummation of the Restructuring Transactions contemplated by the Plan of Reorganization; provided, further, that any delay or other impact on consummation of the Restructuring Transactions contemplated by the Plan of Reorganization caused by a Consenting Party’s opposition to (i) any relief that is inconsistent with such Restructuring or that would reasonably be expected to prevent, interfere with, delay or impede the solicitation of votes on the Restructuring, Prepackaged Plan and Disclosure Statement, and the confirmation and consummation of the Prepackaged Plan and the Restructuring; (vii) use its commercially reasonable efforts to support and take all actions as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the Transactions, ; and (iiviii) a motion support and take all reasonable actions necessary or reasonably requested by the Company to enter into a material executory contract, lease or other arrangement outside facilitate the solicitation of votes on the ordinary course of its business without obtaining the prior consent of the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, or (iii) any relief that is adverse to interests of the Consenting Holders sought by the Company (or any other party) shall not violate this Section 3.01(iii) (each of (i) through (iii), a “Permitted Delay”); provided, further, that to the extent any such actions by a Consenting Party are adjudicated to be inconsistent with this Agreement, the Company may enforce the Consenting Party’s obligations hereunder, including pursuant to Section 8.13 of this Agreement; provided, further, that the deadlines set forth in Sections 6.04(a)(iii), 6.04(f), 6.04(g) and 6.04(h), to the extent that they have not already expired, may be tolled Prepackaged Plan by the Company, in consultation with approval of the Consenting 8.625% Noteholders Prepackaged Plan and Disclosure Statement, and confirmation and consummation of the Prepackaged Plan and the Consenting AcqCo Noteholders, for an appropriate amount of time to account for such Permitted DelayRestructuring.

Agreement to Support. (a) As long as this Agreement has not been terminated in accordance with During the Support Period, subject to the terms and conditions hereof, each of the Plan Support Parties agrees Consenting Term Lenders agrees, severally and not jointly, that it shall, subject to the receipt by such Plan Support Party of a disclosure statement and other solicitation materials in respect of the Restructuring, which disclosure statement and solicitation materials reflect in all material respects the agreement set forth in this Agreement, including the Plan of Reorganization and, in the event of an In-Court Restructuring, such disclosure statement and other solicitation materials have been approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code (collectively, the “Solicitation Materials”):: (i) vote use its commercially reasonable efforts to support the Restructuring and the transactions contemplated by the Term Sheet, the Credit Agreement Waiver, the Interim Amendment, and the Prepackaged Plan (if applicable), and to act in good faith and take any and all reasonable actions necessary to consummate the Restructuring and the transactions contemplated by the Term Sheet, the Credit Agreement Waiver, the Interim Amendment, and the Prepackaged Plan (if applicable), in each case, in a manner consistent with this Agreement; (ii) whether pursuant to the Out-of-Court Restructuring or pursuant to the Prepackaged Plan, in a timely manner, (i) execute, and irrevocably consent to, the Credit Agreement Waiver on the date of execution of this Agreement, (ii) irrevocably agree to the treatment of its Claims (inclusive contemplated in the Term Sheet, in both the Out-of-Court Restructuring and, subject to section 1125 and 1126 of any Claim acquired the Bankruptcy Code, the In-Court Restructuring pursuant to Section 3.03 hereof; providedthe Prepackaged Plan, however(iii) negotiate in good faith with the Company regarding an alternative in-court restructuring sponsored by the Consenting Term Lenders pursuant to which such Consenting Term Lenders may agree, among other things, to convert a mutually agreeable portion of their Claims into equity of the Company as reorganized and such other terms as may be mutually agreeable to the Company and such Consenting Term Lenders (the “Alternative Restructuring”), which Alternative Restructuring shall be operative only if Senior Noteholders holding at least the Requisite Senior Notes Threshold have not executed a restructuring support agreement to support the Restructuring with terms consistent with this Agreement by the Senior Notes RSA Milestone Date, and (iv) negotiate in good faith with the Company the forms of the Definitive Documents (to the extent such Consenting Term Lender is a party thereto) and execute the Definitive Documents, and execute and deliver such documents as may be reasonably requested by the Company to evidence such consent; (iii) refrain from initiating (or directing or encouraging the Administrative Agent 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 used hereinapplicable, “Claims” shall not include any claim held by a Consenting Party in a fiduciary of the Restructuring; (iv) timely vote (pursuant to the Prepackaged Plan) or similar capacity or held by any other business unit of such Consenting Party, unless such business unit is or becomes a party cause to this Agreement) be voted its Claims to accept the Restructuring Prepackaged Plan by delivering its duly executed and completed ballot or ballots, as applicable, accepting the Restructuring Prepackaged Plan on a timely basis following the commencement of the solicitation and its actual receipt of acceptances of the Solicitation Materials Prepackaged Plan in accordance with sections 1125(g) and ballot1126 of the Bankruptcy Code; (iiv) not change or withdraw such vote (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 Term Lender, be deemed automatically revoked (and, upon such revocation, deemed void ab initio) such vote; andby the applicable Consenting Term Lender at any time following the expiration of the Support Period; (iiivi) notnot directly or indirectly, through any Person, seek, solicit, propose, support, assist, engage in its capacity as a Consenting Partynegotiations in connection with or participate in the formulation, preparation, filing or in 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 capacity, in any material respect, (A) object to, delay, impedethan the Restructuring, or take any other action to interfere with acceptance or implementation of the Restructuring or (B) propose, file, support, or vote for any restructuring, workout, or plan of reorganization for the Company other than the Restructuring; provided, however, that, except as otherwise set forth in this Agreement, the foregoing prohibition will not limit any Plan Support Parties’ rights under any applicable indenture, credit agreement, other loan document, and/or applicable law to appear and participate as a party in interest in any matter to be adjudicated in any case under the Bankruptcy Code concerning the Company, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with the Plan of Reorganization, this Agreement, or the Restructuring and does not directly and unreasonably hinder, delay, or prevent consummation of the Restructuring Transactions contemplated by the Plan of Reorganization; provided, further, that any delay or other impact on consummation of the Restructuring Transactions contemplated by the Plan of Reorganization caused by a Consenting Party’s opposition to (i) any relief that is inconsistent with such or that would reasonably be expected to prevent, interfere with, delay or impede the solicitation of votes on the Restructuring, Prepackaged Plan and Disclosure Statement, and the confirmation and consummation of the Prepackaged Plan and the Restructuring; (vii) use its commercially reasonable efforts to support and take all actions as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the Transactions; (viii) consummate the Out-of-Court Restructuring Transactions, if the Minimum Participation Threshold and the other conditions to effectiveness have been satisfied unless the Required Parties agree to consummate the Restructuring through the In-Court Restructuring; and (iiix) a motion support and take all reasonable actions necessary or reasonably requested by the Company to enter into a material executory contract, lease or other arrangement outside facilitate the solicitation of votes on the ordinary course of its business without obtaining the prior consent of the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, or (iii) any relief that is adverse to interests of the Consenting Holders sought by the Company (or any other party) shall not violate this Section 3.01(iii) (each of (i) through (iii), a “Permitted Delay”); provided, further, that to the extent any such actions by a Consenting Party are adjudicated to be inconsistent with this Agreement, the Company may enforce the Consenting Party’s obligations hereunder, including pursuant to Section 8.13 of this Agreement; provided, further, that the deadlines set forth in Sections 6.04(a)(iii), 6.04(f), 6.04(g) and 6.04(h), to the extent that they have not already expired, may be tolled Prepackaged Plan by the Company, in consultation with approval of the Consenting 8.625% Noteholders Prepackaged Plan and Disclosure Statement, and confirmation and consummation of the Prepackaged Plan and the Consenting AcqCo Noteholders, for an appropriate amount of time to account for such Permitted DelayRestructuring.

Agreement to Support. During the TSA Support Period, each of the Consenting Stakeholders agree, subject to the terms and conditions hereof (aincluding, for the avoidance of doubt, the termination rights under Section 9 hereof), that each Consenting Stakeholder, severally and not jointly, shall use commercially reasonable efforts to: (i) As support the Transaction, to act in good faith and to 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 the Consenting Stakeholder’s obligations under this Agreement, and, if such Person, at the direction of the Consenting Stakeholder in breach of this Agreement, takes any action inconsistent with the Consenting Stakeholder’s obligations under this Agreement, the Consenting Stakeholder shall direct and use commercially reasonable efforts to cause such Person to cease, withdraw, and refrain from taking any such action; (iv) 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 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 foregoing; (v) with respect to each of the Consenting Noteholders: (A) voting, or instructing its proxy or other relevant person to vote, to the extent it is legally entitled to instruct that person to vote in favor of the Transaction as requested in the Exchange Offer Memorandum; (B) 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 has Agreement) or, if applicable, not been terminated challenge, object to, encourage or support any challenge or objection to any terms of a Scheme Transaction; (vii) 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 the Consenting Stakeholders); (viii) obtain and deliver such approvals, consents, waivers, and documents as are necessary to authorize 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, 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 likely to adversely affect or conflict in any material respect with the terms of the Transaction or its implementation, in each case subject to the Company having funded the Consenting Stakeholder’s costs and expenses thereof; and (xii) if applicable and if required by the court or if reasonably requested by the Company, enter an appearance formally in connection with the Scheme Transaction or be joined formally to any Scheme Transaction, in each case subject to the 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 require such Consenting Stakeholder to, directly or indirectly, incur any non de minimis cost or expense that the Company is not obligated to pay or reimburse in accordance with the terms hereof, each of the Plan Support Parties agrees that it shall, subject to the receipt by such Plan Support Party of a disclosure statement and other solicitation materials in respect of the Restructuring, which disclosure statement and solicitation materials reflect in all material respects the agreement set forth in this Agreement, including the Plan of Reorganization and, in the event of an In-Court Restructuring, such disclosure statement and other solicitation materials have been approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code (collectively, the “Solicitation Materials”): (i) vote its Claims (inclusive of any Claim acquired pursuant to Section 3.03 hereof; provided, however, that as used herein, “Claims” shall not include any claim held by a Consenting Party in a fiduciary or similar capacity or held by any other business unit of such Consenting Party, unless such business unit is or becomes a party to this Agreement) to accept the Restructuring by delivering its duly executed and completed ballot accepting the Restructuring on a timely basis following the commencement of the solicitation and its actual receipt of the Solicitation Materials and ballot; (ii) not change or withdraw (or cause to be changed or withdrawn) such vote; and (iii) not, in its capacity as a Consenting Party, or in any other capacity, in any material respect, (A) object to, delay, impede, or take any other action to interfere with acceptance or implementation of the Restructuring or (B) propose, file, support, or vote for any restructuring, workout, or plan of reorganization for the Company other than the Restructuring; provided, however, that, except as otherwise set forth in this Agreement, the foregoing prohibition will not limit any Plan Support Parties’ rights under any applicable indenture, credit agreement, other loan document, and/or applicable law to appear and participate as a party in interest in any matter to be adjudicated in any case under the Bankruptcy Code concerning the Company, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with the Plan of Reorganization, this Agreement, or the Restructuring and does not directly and unreasonably hinder, delay, or prevent consummation of the Restructuring Transactions contemplated by the Plan of Reorganization; provided, further, that any delay or other impact on consummation of the Restructuring Transactions contemplated by the Plan of Reorganization caused by a Consenting Party’s opposition to (i) any relief that is inconsistent with such Restructuring Transactions, (ii) a motion by the Company to enter into a material executory contract, lease or other arrangement outside of the ordinary course of its business without obtaining the prior consent of the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, or (iii) any relief that is adverse to interests of the Consenting Holders sought by the Company (or any other party) shall not violate this Section 3.01(iii) (each of (i) through (iii), a “Permitted Delay”); provided, further, that to the extent any such actions by a Consenting Party are adjudicated to be inconsistent with this Agreement, the Company may enforce the Consenting Party’s obligations hereunder, including pursuant to Section 8.13 of this Agreement; provided, further, that the deadlines set forth in Sections 6.04(a)(iii), 6.04(f), 6.04(g) and 6.04(h), to the extent that they have not already expired, may be tolled by the Company, in consultation with the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, for an appropriate amount of time to account for such Permitted Delay.

Agreement to Support. (a) As long as this Agreement has not been terminated in accordance with During the Support Period, subject to the terms and conditions hereof, each of the Plan Support Parties agrees Consenting Term Lenders agrees, severally and not jointly, that it shall, subject to the receipt by such Plan Support Party of a disclosure statement and other solicitation materials in respect of the Restructuring, which disclosure statement and solicitation materials reflect in all material respects the agreement set forth in this Agreement, including the Plan of Reorganization and, in the event of an In-Court Restructuring, such disclosure statement and other solicitation materials have been approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code (collectively, the “Solicitation Materials”):: (i) use its commercially reasonable efforts to support the Restructuring and the Restructuring Transactions, and to act in good faith and take any and all reasonable actions necessary to consummate the Restructuring and the Restructuring Transactions, in a manner consistent with this Agreement; (ii) refrain from initiating (or directing or encouraging the Administrative Agent 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 or Restructuring Transactions; (iii) timely vote (pursuant to the Plan) or cause to be voted all of its Claims (inclusive including on account of the Second Lien Notes, or any Claim acquired pursuant to Section 3.03 hereof; providedsecurities, however, that as used herein, “Claims” shall not include any claim held owned or controlled by a Consenting Party in a fiduciary or similar capacity or held by any other business unit of such Consenting Party, unless such business unit is or becomes a party to this AgreementTerm Lender) to accept the Restructuring Plan by delivering its duly executed and completed ballot or ballots, as applicable, accepting the Restructuring Plan on a timely basis following the commencement of the solicitation and its actual receipt of acceptances of the Solicitation Materials Plan in accordance with sections 1125 and ballot1126 of the Bankruptcy Code; (iiiv) negotiate in good faith with the Company the forms of the Definitive Documents (to the extent such Consenting Term Lender is a party thereto) and subject to the consent thresholds specified herein execute the Definitive Documents; (v) not change or withdraw its votes to accept the Plan (or cause or direct such vote to be changed or withdrawn) such vote; and (iii) not, in its capacity as a Consenting Party, or in any other capacity, in any material respect, (A) object to, delay, impede, or take any other action to interfere with acceptance or implementation of the Restructuring or (B) propose, file, support, or vote for any restructuring, workout, or plan of reorganization for the Company other than the Restructuring); provided, however, thatthat such vote shall, except as otherwise set forth in this Agreementwithout any further action by the applicable Consenting Term Lender, be deemed automatically revoked (and, upon such revocation, deemed void ab initio) by the foregoing prohibition will not limit applicable Consenting Term Lender at any Plan time following the expiration of the Support Parties’ rights under any applicable indenture, credit agreement, other loan document, and/or applicable law Period with respect to appear and participate as a party in interest in any matter to be adjudicated in any case under the Bankruptcy Code concerning the Company, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with the Plan of Reorganization, this Agreement, or the Restructuring and does Consenting Term Lender; (vi) not directly and unreasonably hinderor indirectly, delaythrough any Person, take any action that would reasonably be expected to prevent, interfere with, delay or prevent impede the consummation of the Restructuring Transactions contemplated by the Plan of Reorganization; provided, further, that any delay or other impact on consummation of the Restructuring Transactions contemplated by the Plan of Reorganization caused by a Consenting Party’s opposition to (i) any relief that is inconsistent with such Restructuring Transactions, including the approval of any Bidding Procedures Motion, the entry of any Bidding Procedures Order, the approval of the Disclosure Statement, or the solicitation of votes on, and confirmation of, the Plan; (iivii) a motion use its commercially reasonable efforts to support and take all actions as are reasonably necessary and appropriate for such Consenting Term Lender to obtain any and all required regulatory and/or third-party approvals for such Consenting Term Lender to consummate the Restructuring Transactions; and (viii) support and take all reasonable actions necessary or reasonably requested by the Company to enter into a material executory contract, lease or other arrangement outside confirm such Consenting Term Lender’s support for the Bankruptcy Court’s approval of the ordinary course Bidding Procedures Motion, the entry of its business without obtaining any Bidding Procedures Order, the prior consent approval of the Consenting 8.625% Noteholders Plan and the Consenting AcqCo Noteholders, or (iii) any relief that is adverse to interests of the Consenting Holders sought by the Company (or any other party) shall not violate this Section 3.01(iii) (each of (i) through (iii), a “Permitted Delay”); provided, further, that to the extent any such actions by a Consenting Party are adjudicated to be inconsistent with this AgreementDisclosure Statement, the Company may enforce solicitation of votes on the Consenting Party’s obligations hereunder, including pursuant to Section 8.13 of this Agreement; provided, further, that the deadlines set forth in Sections 6.04(a)(iii), 6.04(f), 6.04(g) and 6.04(h), to the extent that they have not already expired, may be tolled Plan by the Company, in consultation with the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, for an appropriate amount confirmation and consummation of time to account for such Permitted Delaythe Plan and the Restructuring Transactions.

Agreement to Support. (a) As long as this Agreement has not been terminated in accordance During the Individual Support Period with respect to such Consenting First Lien Lender, subject to the terms and conditions hereof, each of the Plan Support Parties agrees Consenting First Lien Lenders agrees, severally and not jointly, that it shall, subject to the receipt by such Plan Support Party of a disclosure statement and other solicitation materials in respect of the Restructuring, which disclosure statement and solicitation materials reflect in all material respects the agreement set forth in this Agreement, including the Plan of Reorganization and, in the event of an In-Court Restructuring, such disclosure statement and other solicitation materials have been approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code (collectively, the “Solicitation Materials”):: (i) use its commercially reasonable efforts to support the Restructuring and the Restructuring Transactions, to act in good faith and to take any and all reasonable actions necessary to consummate the Restructuring and the Restructuring Transactions, in a manner consistent with this Agreement; (ii) not direct the Administrative Agent to take any action inconsistent with the Consenting First Lien Lenders’ obligations under this Agreement, and, if the Administrative Agent takes any action inconsistent with the Consenting First Lien Lenders’ obligations under this Agreement, the Consenting First Lien Lenders shall direct 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 (inclusive including on account of any Claim acquired pursuant claims other than those relating to Section 3.03 hereof; providedthe Credit Agreement, however, that as used herein, “Claims” shall not include any claim held owned or controlled by a Consenting Party in a fiduciary or similar capacity or held by any other business unit of such Consenting Party, unless such business unit is or becomes a party to this AgreementFirst Lien Lender) to accept the Restructuring Plan by delivering its duly executed and completed ballot or ballots, as applicable, accepting the Restructuring Plan on a timely basis following the commencement of the solicitation and its actual receipt of acceptances of the Solicitation Materials Plan in accordance with sections 1125 and ballot1126 of the Bankruptcy Code; (iiiv) negotiate in good faith with the Company Parties the forms of the Definitive Documents and, subject to the consent thresholds specified herein, execute the Definitive Documents (to the extent such Consenting First Lien Lender is a party thereto); (v) not change or withdraw its votes to accept the Plan (or cause or direct such vote to be changed or withdrawn) such vote; and (iii) not, in its capacity as a Consenting Party, or in any other capacity, in any material respect, (A) object to, delay, impede, or take any other action to interfere with acceptance or implementation of the Restructuring or (B) propose, file, support, or vote for any restructuring, workout, or plan of reorganization for the Company other than the Restructuring); provided, however, thatthat such vote shall, except as otherwise set forth 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 this Agreementrespect of any such rights preserved under Section 3(d) below, the foregoing prohibition will not limit directly or indirectly, through any Plan Support Parties’ rights under Person, take any applicable indentureaction, credit agreementincluding initiating (or encouraging any other Person to initiate) any legal proceeding, other loan document, and/or applicable law to appear and participate as a party in interest in any matter to be adjudicated in any case under the Bankruptcy Code concerning the Company, so long as such appearance and the positions advocated in connection therewith are not materially that is inconsistent with the Plan of Reorganizationor that would reasonably be expected to prevent, this Agreement, or the Restructuring and does not directly and unreasonably hinderinterfere with, delay, or prevent impede the consummation of the Restructuring Transactions contemplated by or Restructuring Transactions, including the Plan approval of Reorganization; providedthe DIP Motion, furtherthe 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; (vii) to the extent any legal or structural impediment arises that any would prevent, hinder, or delay or other impact on the consummation of the Restructuring Transactions contemplated by the Plan of Reorganization caused by a Consenting Party’s opposition to (i) any relief that is inconsistent with such Restructuring Transactions, negotiate in good faith appropriate additional or alternative provisions to address any such impediment; (iiviii) a motion use its commercially reasonable efforts to obtain any and all required regulatory and third-party approvals for such Consenting First Lien Lender to consummate the Restructuring Transactions and to support the Company Parties in connection with the same; (ix) support and take all reasonable actions necessary or reasonably requested by the Company Parties to enter into a material executory contract, lease or other arrangement outside confirm such Consenting First Lien Lender’s support for the Bankruptcy Court’s approval of the ordinary course Plan and Disclosure Statement, the solicitation of its business without obtaining votes on the prior consent of the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, or (iii) any relief that is adverse to interests of the Consenting Holders sought Plan by the Company Parties, and the confirmation and consummation of the Plan and the Restructuring Transactions; and (x) prior to the Commencement Date, (A) agree not, and not request or direct the Administrative Agent to, (x) accelerate all of the First Lien Loans and the Obligations (as defined in the Credit Agreement) related thereto or (y) exercise any other party) shall not violate this Section 3.01(iii) (each of (i) through (iii), a “Permitted Delay”); provided, further, that rights or remedies available to the extent any Administrative Agent or to such actions by a Consenting Party are adjudicated to be inconsistent with this Agreement, the Company may enforce the Consenting Party’s obligations hereunder, including First Lien Lender pursuant to Section 8.13 8.1 of this the Credit Agreement or Section 5.01 of the Pledge and Security Agreement (as defined in the Credit Agreement; provided, further, that ) forbear and (B) direct the deadlines set forth Administrative Agent to abstain from taking any of the actions described in Sections 6.04(a)(iii), 6.04(f), 6.04(gclause (A) and 6.04(h), to the extent that they have not already expired, may be tolled by the Company, in consultation with the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, for an appropriate amount of time to account for such Permitted Delayabove.