Common use of Agreement to Support Clause in Contracts

Agreement to Support. During the Individual Support Period with respect to such Consenting First Lien Lender, subject to the terms and conditions hereof, each of the Consenting First Lien Lenders agrees, severally and not jointly, that it shall: (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 (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 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party thereto); (v) not change or withdraw its votes to accept the Plan (or cause or direct such vote to be changed or withdrawn); provided, however, that such vote shall, without any further action by the applicable Consenting First Lien Lender, be deemed automatically revoked (and,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 Restructuring 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; (vii) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions, negotiate in good faith appropriate additional or alternative provisions to address any such impediment; (viii) 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 confirm such Consenting First Lien Lender’s support for the Bankruptcy Court’s approval of the Plan and Disclosure Statement, the solicitation of votes on the 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 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 Individual Support Period (a) As long as this Agreement has not been terminated in accordance with respect to such Consenting First Lien Lender, subject to the terms and conditions hereof, each of the Consenting First Lien Lenders agrees, severally and not jointly, 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) 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 (including on account inclusive of any claims 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 than those relating to the Credit Agreement, owned or controlled by business unit of such Consenting First Lien LenderParty, unless such business unit is or becomes a party to this Agreement) to accept the Plan Restructuring by delivering its duly executed and completed ballot or ballots, as applicable, accepting the Plan Restructuring on a timely basis following the commencement of the solicitation of acceptances and its actual receipt of the Plan in accordance with sections 1125 Solicitation Materials and 1126 of the Bankruptcy Codeballot; (iv) 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); (vii) 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, that 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 vote shallappearance and the positions advocated in connection therewith are not materially inconsistent with the Plan of Reorganization, without any further action this Agreement, or the Restructuring and does not directly and unreasonably hinder, delay, or prevent consummation of the Restructuring Transactions contemplated by the applicable Consenting First Lien LenderPlan of Reorganization; provided, be deemed automatically revoked (andfurther, upon such revocation, deemed void ab initio) that any delay or other impact on consummation of the Restructuring Transactions contemplated by the applicable Plan of Reorganization caused by a Consenting First Lien Lender at any time following the expiration of the Individual Support Period with respect Party’s opposition 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 initiatei) any legal proceeding, relief that is inconsistent with or that would reasonably be expected to prevent, interfere with, delay, or impede the consummation of the Restructuring or such Restructuring Transactions, including (ii) a motion by the approval Company to enter into a material executory contract, lease or other arrangement outside of the DIP Motion, ordinary course of its business without obtaining the entry prior consent of the DIP OrdersConsenting 8.625% Noteholders and the Consenting AcqCo Noteholders, the approval or (iii) any relief that is adverse to interests of the Bidding Procedures MotionConsenting Holders sought by the Company (or any other party) shall not violate this Section 3.01(iii) (each of (i) through (iii), the entry of the Bidding Procedures Ordera “Permitted Delay”); provided, the approval of the Disclosure Statementfurther, or the solicitation of votes on, and confirmation of, the Plan; (vii) that to the extent any legal or structural impediment arises that would preventsuch actions by a Consenting Party are adjudicated to be inconsistent with this Agreement, hinder, or delay the consummation of the Restructuring Transactions, negotiate in good faith appropriate additional or alternative provisions to address any such impediment; (viii) 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 may enforce the same; (ix) support and take all reasonable actions necessary or reasonably requested by the Company Parties to confirm such Consenting First Lien LenderParty’s support for the Bankruptcy Court’s approval of the Plan and Disclosure Statementobligations hereunder, the solicitation of votes on the 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 rights or remedies available to the Administrative Agent or to such Consenting First Lien Lender including pursuant to Section 8.1 8.13 of this Agreement; provided, further, that the Credit Agreement or Section 5.01 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 the Pledge and Security Agreement (as defined in the Credit Agreement) forbear and (B) direct the Administrative Agent time to abstain from taking any of the actions described in clause (A) aboveaccount for such Permitted Delay.

Agreement to Support. During the Individual Support Period with respect to such Consenting First Lien LenderPeriod, subject to the terms and conditions hereof, each of the Consenting First Lien Lenders Senior Noteholders agrees, severally and not jointly, that it shall: (i) use its commercially reasonable efforts to support the Restructuring and the Restructuring Transactionstransactions contemplated by the Term Sheet, the Direction, and the Prepackaged Plan, and to act in good faith and to take any and all reasonable actions necessary to consummate the Restructuring and the Restructuring Transactionstransactions 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 direct been terminated with respect to such Consenting Senior Noteholder, upon the Administrative Agent to take any action inconsistent Company’s request, renew the Direction no more frequently than every 59 days, in a manner substantially consistent 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 preceding clauses (A) and use their commercially reasonable efforts to cause the Administrative Agent to cease, withdraw(B) and (D) execute and deliver such documents, and refrain from taking any take such actionother 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 claims other than those relating to the Credit Agreement, Term Loans and Convertible Notes owned or controlled by such Consenting First Lien LenderSenior 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 1125(g) and 1126 of the Bankruptcy Code; (ivv) negotiate in good faith with the Company Parties the forms of the Definitive Documents and, subject to the consent thresholds specified herein, and execute the Definitive Documents (in each case, to the extent such Consenting First Lien Lender Senior Noteholder is a party thereto); (vvi) 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 First Lien LenderSenior Noteholder, be deemed automatically revoked (and, upon such revocation, deemed void ab initio) by the applicable Consenting First Lien Lender Senior Noteholder at any time following the expiration of the Individual Support Period with respect to such Consenting First Lien LenderSenior Noteholder; (vivii) other than in respect of any such rights preserved under Section 3(d) below, 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 consummation of the Restructuring 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 onon the Restructuring, Prepackaged Plan and Disclosure Statement, and the confirmation of, the Plan; (vii) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the and consummation of the Restructuring Transactions, negotiate in good faith appropriate additional or alternative provisions to address any such impedimentPrepackaged 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 and/or 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;Transactions; and (ix) support and take all reasonable actions necessary or reasonably requested by the Company Parties to confirm such Consenting First Lien Lender’s support for the Bankruptcy Court’s approval of the Plan and Disclosure Statement, facilitate the solicitation of votes on the Prepackaged Plan by the Company PartiesCompany, approval of the Prepackaged Plan and Disclosure Statement, and the confirmation and consummation of the Prepackaged 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 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) aboveRestructuring.

Agreement to Support. During the Individual Support Period with respect to such Consenting First Lien LenderPeriod, subject to the terms and conditions hereof, each of the Consenting First Lien Term Lenders agrees, severally and not jointly, that it shall: (i) use its commercially reasonable efforts to support the Restructuring and the Restructuring Transactionstransactions contemplated by the Term Sheet and the Prepackaged Plan, and to act in good faith and to take any and all reasonable actions necessary to consummate the Restructuring and the Restructuring Transactionstransactions 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) not direct refrain from initiating (or directing or encouraging the Administrative Agent or any other party to take initiate) any action actions, including legal proceedings, that are inconsistent with with, or that would delay, prevent, frustrate or impede the Consenting First Lien Lenders’ obligations under this Agreementapproval, andconfirmation or consummation, if as applicable, of 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 actionRestructuring; (iii) timely vote (pursuant to the Prepackaged Plan) or cause to be voted all of its Claims (including on account of any claims other than those relating to the Credit Agreement, Senior Notes Indenture or the Convertible Notes Indenture owned or controlled by such Consenting First Lien Term Lender) 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 1125(g) 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 consent thresholds specified herein, execute the Definitive Documents (to the extent such Consenting First Lien 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 First Lien Term Lender, be deemed automatically revoked (and, upon such revocation, deemed void ab initio) by the applicable Consenting First Lien Term Lender at any time following the expiration of the Individual Support Period with respect to such Consenting First Lien Term Lender; (vi) other than in respect of any such rights preserved under Section 3(d) below, 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 consummation of the Restructuring 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 onon the Restructuring, Prepackaged Plan and Disclosure Statement, and the confirmation of, and consummation of the PlanPrepackaged Plan and the Restructuring; (vii) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions, negotiate in good faith appropriate additional or alternative provisions to address any such impediment; (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 and/or 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;Transactions; and (ixviii) support and take all reasonable actions necessary or reasonably requested by the Company Parties to confirm such Consenting First Lien Lender’s support for the Bankruptcy Court’s approval of the Plan and Disclosure Statement, facilitate the solicitation of votes on the Prepackaged Plan by the Company PartiesCompany, approval of the Prepackaged Plan and Disclosure Statement, and the confirmation and consummation of the Prepackaged 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 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) aboveRestructuring.

Agreement to Support. During the Individual Support Period with respect to such Consenting First Lien LenderPeriod, subject to the terms and conditions hereof, each of the Consenting First Lien Term Lenders agrees, severally and not jointly, that it shall: (i) use its commercially reasonable efforts to support the Restructuring and the Restructuring Transactionstransactions 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 to take any and all reasonable actions necessary to consummate the Restructuring and the Restructuring Transactionstransactions 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) not direct whether pursuant to the Administrative Agent Out-of-Court Restructuring or pursuant to take any action inconsistent with the Consenting First Lien Lenders’ obligations under 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 contemplated in the Term Sheet, in both the Out-of-Court Restructuring and, if subject to section 1125 and 1126 of the Administrative Agent takes any action inconsistent Bankruptcy Code, the In-Court Restructuring pursuant to the Prepackaged Plan, (iii) negotiate in good faith with the Consenting First Lien Lenders’ obligations under this Agreement, Company regarding an alternative in-court restructuring sponsored by the Consenting First Lien 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 direct and use their commercially reasonable efforts be operative only if Senior Noteholders holding at least the Requisite Senior Notes Threshold have not executed a restructuring support agreement to cause support the Administrative Agent to cease, withdrawRestructuring with terms consistent with this Agreement by the Senior Notes RSA Milestone Date, and refrain from taking any (iv) negotiate in good faith with the Company the forms of the Definitive Documents (to the extent such actionConsenting 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 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 claims other than those relating to the Credit Agreement, owned or controlled by such Consenting First Lien Lender) 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 1125(g) 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 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 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 First Lien Term Lender, be deemed automatically revoked (and, upon such revocation, deemed void ab initio) by the applicable Consenting First Lien Term Lender at any time following the expiration of the Individual Support Period with respect to such Consenting First Lien LenderPeriod; (vi) other than in respect of any such rights preserved under Section 3(d) below, 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 consummation of the Restructuring 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 onon the Restructuring, Prepackaged Plan and Disclosure Statement, and the confirmation of, and consummation of the PlanPrepackaged Plan and the Restructuring; (vii) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions, negotiate in good faith appropriate additional or alternative provisions to address any such impediment; (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 and/or third-party approvals for such Consenting First Lien Lender to consummate the Transactions; (viii) consummate the Out-of-Court Restructuring if the Minimum Participation Threshold and the other conditions to effectiveness have been satisfied unless the Required Parties agree to consummate the Restructuring Transactions and to support through the Company Parties in connection with the same;In-Court Restructuring; and (ix) support and take all reasonable actions necessary or reasonably requested by the Company Parties to confirm such Consenting First Lien Lender’s support for the Bankruptcy Court’s approval of the Plan and Disclosure Statement, facilitate the solicitation of votes on the Prepackaged Plan by the Company PartiesCompany, approval of the Prepackaged Plan and Disclosure Statement, and the confirmation and consummation of the Prepackaged 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 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) aboveRestructuring.

Agreement to Support. During the Individual Support Period with respect to such Consenting First Lien LenderPeriod, subject to the terms and conditions hereof, each of the Consenting First Lien Term Lenders agrees, severally and not jointly, that it shall: (i) use its commercially reasonable efforts to support the Restructuring and the Restructuring Transactionstransactions 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 to take any and all reasonable actions necessary to consummate the Restructuring and the Restructuring Transactionstransactions 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) not direct whether pursuant to the Administrative Agent Out-of-Court Restructuring or pursuant to take any action inconsistent with the Consenting First Lien Lenders’ obligations under Prepackaged Plan, in a timely manner, (i) execute, and irrevocably consent to, the Credit Agreement Waiver on the date of execution of 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; (iiiii) timely vote (pursuant irrevocably agree to the Plan) or cause to be voted all treatment of its Claims (including on account of any claims other than those relating contemplated in the Term Sheet, in both the Out-of- Court Restructuring and, subject 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 section 1125 and 1126 of the Bankruptcy Code; , the In-Court Restructuring pursuant to the Prepackaged Plan, (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 or an alternative transaction structure, in 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 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 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 Term Lender is a party thereto); (v) and so long as such appearance and the positions advocated in connection therewith are not change or withdraw its votes to accept inconsistent with this Agreement and are not for the Plan purpose of (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, could 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 preventto) hindering, interfere with, delaydelaying, or impede preventing the consummation of the Restructuring or Restructuring Transactionstransactions contemplated in, including subject to 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, terms and confirmation conditions of, the Plan; (vii) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions, negotiate in good faith appropriate additional Restructuring; or alternative provisions to address (D) impair or waive the rights of any such impediment; (viii) use its commercially reasonable efforts to obtain any and all required regulatory and third-party approvals for such Consenting First Lien Term Lender to consummate the Restructuring Transactions and to support the Company Parties assert or raise any objection expressly permitted under this Agreement in connection with the same; (ix) support and take all reasonable actions necessary or reasonably requested by the Company Parties to confirm such Consenting First Lien Lender’s support for any hearing in the Bankruptcy Court’s approval , including, without limitation, any hearing on confirmation of the Plan and Disclosure Statement, the solicitation of votes on the 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 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) abovePrepackaged Plan.

Agreement to Support. During (a) Holdings hereby irrevocably and unconditionally agrees that, during the Individual Support Period term of this Section 6.3, at the Partners Meeting and at any other meeting of the unitholders of Partners, however called, including any adjournment or postponement thereof, and in connection with respect any written consent of the unitholders of Partners relating to such Consenting First Lien Lenderthis Agreement, subject the Merger, or the transactions contemplated hereby, Holdings shall to the terms and conditions hereof, each of fullest extent that the Consenting First Lien Lenders agrees, severally and not jointly, that it shallExisting Units are entitled to vote thereon or consent thereto: (i) use appear at each such meeting or otherwise cause its commercially reasonable efforts Existing Units 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 be counted as present thereat for purposes of calculating a manner consistent with this Agreement;quorum; and (ii) not direct vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering all of the Administrative Agent to take any action inconsistent with Existing Units (i) in favor of 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 approval and adoption of 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 (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 approval of the solicitation of acceptances of Merger and the Plan in accordance with sections 1125 and 1126 of the Bankruptcy Code; transactions contemplated hereby (iv) 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); 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 Restructuring or Restructuring Transactions, including the approval of the DIP MotionPartners Amended and Restated Partnership Agreement) and any other action required in furtherance thereof submitted for the vote or written consent of unitholders; and (ii) against any other action, the entry agreement or transaction, as to which a vote in favor would constitute a breach or violation of the DIP Ordersits obligations under Section 4.11. (b) Holdings hereby covenants and agrees that, the approval of the Bidding Procedures Motionexcept for this Section 6.3, the entry of the Bidding Procedures Order, the approval of the Disclosure Statement, or the solicitation of votes onHoldings (a) has not entered into, and confirmation ofshall not enter into at any time while this Section 6.3 remains in effect, the Plan;any voting agreement or 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. (viic) This Section 6.3 shall remain in effect until the earliest to occur of (i) the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions, negotiate in good faith appropriate additional or alternative provisions to address any such impediment; (viii) 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 confirm such Consenting First Lien Lender’s support for the Bankruptcy Court’s approval of the Plan and Disclosure Statement, the solicitation of votes on the Plan by the Company Parties, and the confirmation and consummation of the Plan and the Restructuring Transactions; and (x) prior to the Commencement DateEffective Time, (Aii) agree not, and not request or direct the Administrative Agent toa Holdings Change in Recommendation, (xiii) accelerate all a Partners Change in Recommendation, (iv) the termination of the First Lien Loans and the Obligations (as defined this Agreement in the Credit Agreement) related thereto accordance with its terms or (yv) exercise any other rights or remedies available the written agreement of Holdings and Partners to terminate this Section 6.3. After the Administrative Agent or to occurrence of such Consenting First Lien Lender pursuant to applicable event, this Section 8.1 6.3 shall terminate and be of the Credit Agreement or Section 5.01 of the Pledge no further force 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) aboveeffect.

Agreement to Support. During For the Individual duration of the Support Period (as defined below), with respect to a Consenting Creditor Party, each such Consenting First Lien LenderCreditor Party agrees that it shall, subject to the terms and conditions hereof, each receipt by such Consenting Creditor Party of the Consenting First Lien Lenders agrees, severally CHC Disclosure Statement and not jointly, Solicitation Materials in respect of the CHC Plan that it shallare approved by the Bankruptcy Court pursuant to the CHC Disclosure Statement Order: (i) use its commercially reasonable efforts to support if such Consenting Creditor Party is not the Restructuring and the Restructuring TransactionsUCC, to act in good faith and to take vote any and all reasonable actions necessary Claims it holds or has the authority to consummate vote against 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 (including on account of any claims other than those relating to the Credit Agreement, owned or controlled by such Consenting First Lien Lender) CHC Parties to accept the Plan CHC Plan, by timely delivering its duly executed and completed ballot or ballots, as applicable, ballots accepting the Plan on a timely basis following commencement of the solicitation of acceptances of the CHC 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 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)Court-approved voting procedures; provided, however, provided that such vote shall, without any further action by the applicable Consenting First Lien Lender, shall be deemed automatically immediately revoked (and, upon such revocation, and deemed void ab initio) initio by any of the applicable Consenting First Lien Lender Creditor Parties at any time following the expiration of the Individual 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 with respect to such Consenting First Lien Lenderthe CHC Plan shall be consistent with this proviso); (viii) if such Consenting Creditor Party is not the UCC, not change or withdraw (or cause to be changed or withdrawn) any vote submitted pursuant to subsection (i) above other than as set forth therein; (iii) not (x) object to, 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 CHC Plan, (y) directly or indirectly seek, solicit, negotiate, encourage, propose, file, support, consent to, pursue, initiate, assist, join in, participate in respect the formulation of, enter into any agreements relating to, or vote in favor of any such rights preserved under Section 3(dAlternative Transaction other than the CHC Plan or (z) below, not directly or indirectly, through any Person, otherwise take any action, including initiating (direct or encouraging any other Person to initiate) any legal proceeding, that is inconsistent with or indirect action that would reasonably be expected to prevent, interfere with, delay, delay or impede the consummation of the Restructuring or Restructuring Transactions, including pursuant to 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 CHC Plan; (viiiv) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions, negotiate in good faith appropriate additional or alternative provisions to address any such impediment; (viii) use its commercially reasonable efforts to obtain any and all required regulatory and third-party approvals for if such Consenting First Lien Lender to consummate Party is the Restructuring Transactions and to UCC, 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 confirm such Consenting First Lien Lender’s support for the Bankruptcy Court’s approval of the Plan and Disclosure Statement, the solicitation of votes on the Plan by the Company Parties, and the confirmation and consummation of the CHC Plan and submit a letter, which will be included in the Restructuring TransactionsSolicitation 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 (xv) prior if such Consenting Creditor Party is a Milestone Beneficial Owner, direct and authorize the Milestone Trustees to the Commencement Date, vote their Claims and take or omit to take such other actions as described in Sections 4(a)(i) to (Aiii) agree notabove, and not request or direct the Administrative Agent to, (x) accelerate otherwise perform all of its obligations hereunder (including under the First Lien Loans Milestone Term Sheet) and under the Obligations (Milestone Documents; provided, however, that nothing in this Section 4(a) or elsewhere in this Agreement shall require any Consenting Creditor Party to incur any expenses, liabilities or other obligations, or agree to any commitments, undertaking, concessions indemnities or other arrangements that could result in expenses, liabilities or other obligations to any such Party, other than as defined specifically stated in the Credit other provisions of this 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.