Common use of Commitments with Respect to Chapter 11 Cases Clause in Contracts

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (i) vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot; and (ii) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote referred to in clause (a)(i) above; provided, however, that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated with respect to such Party. (b) During the Agreement Effective Period, each Consenting Stakeholder, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement this Agreement and does not seek other relief. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (i) vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot; (ii) 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 timely delivering its duly executed and completed ballot(s) indicating such election; provided that such Plan releases are materially consistent with those set forth in the Restructuring Term Sheet; and (iiiii) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(i) and (ii) above; provided, however, that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated with respect to such Party. (b) During the Agreement Effective Period, each Consenting Stakeholder, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party Filing Entity in the Bankruptcy Court that is consistent with this Agreement; provided that no Consenting Stakeholder shall be required to implement this Agreement and does not seek take action in support of such pleading or document unless such motion or other relief. (c) During the Agreement Effective Periodpleading is shared, each where reasonably practicable, with counsel to such Consenting Stakeholder agrees that it will not file, will oppose, with a sufficient opportunity to consult with the Consenting Stakeholder and will not support any the relevant Filing Entities regarding such motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Codeother pleading.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, Stakeholder of the Solicitation Materials: (i) vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot; (ii) support the mutual release and exculpation provisions to be provided in the Plan; (iii) 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 timely delivering its duly executed and completed ballot(s) indicating such election; and (iiiv) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(ii)-(iii) above; provided, however, provided that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated in accordance with its terms with respect to such Party. (b) During the Agreement Effective Period, each Consenting Stakeholder, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek other relief. (c) During the Agreement Effective PeriodAgreement, each including Section 3.02 of this Agreement. Each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion is a DIP Secured Party shall be obligated to appoint a trustee in one or more convert its pro rata share of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those DIP Facility Claims into the Exit RBL Facility (as defined in the Exit Facilities Term Sheet and as set forth in section 1106(a)(3the Exit Financing Documents) and (4) of on the Bankruptcy CodePlan Effective Date.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder Creditor that is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: : (i) after having received the Plan and the Disclosure Statement and Solicitation Materials, in each case, approved by the Bankruptcy Court, prior to the date by which the Consenting Creditor shall be required to vote on the Plan, vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan; provided, that any such duly executed and completed ballot accepting the Plan and its actual receipt shall be void if this Agreement terminates in accordance with Section 13; (ii) to the extent it is permitted to elect whether to opt out of the Solicitation Materials releases set forth in the Plan, elect not to opt out of the releases set forth in the Plan by timely delivering its duly executed and the ballotcompleted ballot(s) indicating such election; and and (iiiii) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(ii) and (ii) above; provided, however, that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated with respect to such Party. (b) During the Agreement Effective Period, each Consenting StakeholderCreditor, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with with, any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent in all respects with this Agreement and does not seek other reliefAgreement. (c) During No later than March 15, 2020, the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion Requisite Backstop Parties shall have agreed to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy CodeGovernance Term Sheet.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, in connection with a potential implementation of the Restructuring Transactions through the In-Court Restructuring, each Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to its terms terms, severally, and not jointly, agrees that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement Stakeholder of the Chapter 11 Cases, of the Disclosure Statement / Registration Statement(s) and any other Solicitation Materials: (i) vote each of its Company Claims/Interests to accept the Plan Plan, and not attempt to opt out of any releases thereunder, by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Disclosure Statement / Registration Statement(s) and any other Solicitation Materials and the ballot; (ii) to the extent it is permitted to elect whether to opt out of any releases set forth in the Plan, elect not to opt out of such releases by timely delivering its duly executed and completed ballot(s) indicating such election; and (iiiii) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(ii) and (ii) above; provided, however, provided that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated in accordance with its terms with respect to such Party. (b) During the Agreement Effective Period, each Consenting Stakeholder, in respect of each of its Company Claims/Interests, severally, and not jointly, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek other reliefAgreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shall, subject to receipt by such Consenting StakeholderStakeholder of the Solicitation Materials, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (i) vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot; (ii) to the extent it is permitted to elect whether to opt out of any of the releases set forth in the Plan, elect not to opt out of such releases by timely delivering its duly executed and completed ballot(s) indicating such election; and (iiiii) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(ii) and (ii) above; provided, however, provided that nothing in this Agreement shall prevent any Party Consenting Stakeholder from changing, withholding, amending, or revoking (or causing the same) its timely vote, election, or consent or vote with respect to the Plan if this Agreement has been terminated in accordance with respect to such Partyits terms. (b) During the Agreement Effective Period, each Consenting Stakeholder, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action in violation of this Agreement reasonably likely to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek other reliefAgreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder in connection with a potential implementation of the Merger through the In-Court Restructuring, the Holder, to the extent that it is entitled to vote to accept or reject the Plan pursuant to its terms terms, agrees that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement Holder of the Chapter 11 Cases, of the Disclosure Statement / Registration Statement(s) and any other Solicitation Materials: (i) vote each of its Company Claims/Interests the Shares to accept the Plan Plan, and not attempt to opt out of any releases thereunder, by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Disclosure Statement / Registration Statement(s) and any other Solicitation Materials and the ballot; (ii) to the extent it is permitted to elect whether to opt out of any releases set forth in the Plan, elect not to opt out of such releases by timely delivering its duly executed and completed ballot(s) indicating such election; and (iiiii) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(ii) and (ii) above; provided, however, provided that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated in accordance with respect to such Partyits terms. (b) During the Agreement Effective Period, each Consenting Stakeholderthe Holder, in respect of each of its Company Claims/Intereststhe Shares, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a the Company Party or its Subsidiaries in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek other reliefor the Merger Agreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder Creditor that is entitled to vote to accept or reject the Plan pursuant to its terms terms, severally, and not jointly, agrees that it shall, subject to receipt by such Consenting StakeholderCreditor, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (i) vote each of its Company Claims/Interests Claims to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot; and; (ii) support the Releases and Exculpation Provisions; (iii) 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 timely delivering its duly executed and completed ballot(s) designating that it does not opt out of the releases; (iv) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(i) and (a)(ii) above; providedand (v) not directly or indirectly, howeverthrough any Person, seek, solicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing, or prosecution of any Alternative Restructuring Proposal or object to or take any other action that would reasonably be expected to prevent, interfere with, delay, or impede the solicitation, approval of the Disclosure Statement, or the confirmation and consummation of the Plan and the Restructuring Transactions; provided that nothing in this Agreement Section 5.03(a)(v) shall prevent affect any Party from changing, withholding, amending, or revoking (or causing rights of the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated with respect to such PartyCompany Parties set forth in 7.03(b). (b) During Subject to Section 5.07(f) hereof, during the Agreement Effective Period, each Consenting StakeholderCreditor, in respect of each of its Company Claims/Interests, severally, and not jointly, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement not inconsistent with this Agreement and does not seek other reliefAgreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder Noteholder that is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shall, subject to receipt by such Consenting StakeholderNoteholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (i) vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot; (ii) 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 timely delivering its duly executed and completed ballot(s) indicating such election; and (iiiii) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(i) and (a)(ii) above; provided, however, that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated with respect to such Party. (b) During the Agreement Effective Period, each Consenting StakeholderNoteholder, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in support the Bankruptcy Court that is required to implement this Agreement and does not seek other reliefRestructuring Transactions. (c) During As soon as is reasonably practicable after the Agreement Effective PeriodDate, each Consenting Stakeholder Noteholder agrees that it will not fileto: (i) consult in good faith with the Company Parties regarding the form and substance of the Plan, will opposethe Disclosure Statement, and will not support any motion to appoint a trustee in one or more the other proposed Definitive Documents, and (ii) negotiate the form and substance of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth Plan, the Disclosure Statement, and the other proposed Definitive Documents in section 1106(a)(3) and (4) of the Bankruptcy Codegood faith.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (i) vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot; (ii) use 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; (iii) 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 timely delivering its duly executed and completed ballot(s) indicating such election; (iv) use any commercially reasonably efforts to give, subject to applicable Laws, any notice, order, instruction, or direction to the applicable Agents necessary to give effect to the Restructuring Transactions; and (iiv) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(ii) above; provided, however, that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking and (or causing the sameii) its timely consent or vote with respect to the Plan if this Agreement above unless a Termination Date has been terminated with respect to such Partyoccurred. (b) During the Agreement Effective Period, each Consenting Stakeholder, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent with this Agreement and does the Plan. Additional Provisions Regarding the Consenting Stakeholders’ Commitments . Notwithstanding anything contained in this Agreement, nothing in this Agreement shall: (a) be construed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement or the Definitive Documentation, or exercising its rights or remedies specifically reserved herein or in the Definitive Documentation; (b) be construed to prohibit or limit any Consenting Stakeholder from appearing as a party-in-interest in any matter to be adjudicated in the Chapter 11 Cases, so long as, from the Agreement Effective Date until the occurrence of a Termination Date, such appearance and the positions advocated in connection therewith are not seek other relief. inconsistent with this Agreement, are not prohibited by this Agreement and are not for the purpose of hindering, delaying, or preventing the consummation of the Restructuring Transaction; or (c) During affect the Agreement Effective Period, each ability of any Consenting Stakeholder agrees that it will not fileto consult with any other Consenting Stakeholder, will opposethe Company Parties, and will not support or any motion to appoint a trustee other party in one or more of interest in the Chapter 11 Cases of (including any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) official committee and (4) the United States Trustee). Commitments of the Bankruptcy CodeCompany Parties .

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder Creditor that is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: : (i) after having received the Plan and the Disclosure Statement and Solicitation Materials, in each case, approved by the Bankruptcy Court, prior to the date by which the Consenting Creditor shall be required to vote on the Plan, vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan; provided, that any such duly executed and completed ballot accepting the Plan and its actual receipt shall be void if this Agreement terminates in accordance with Section 13; (ii) to the extent it is permitted to elect whether to opt out of the Solicitation Materials releases set forth in the Plan, elect not to opt out of the releases set forth in the Plan by timely delivering its duly executed and the ballotcompleted ballot(s) indicating such election; and and (iiiii) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(ii) and (ii) above; provided, however, that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated with respect to such Party. (b) During the Agreement Effective Period, each Consenting StakeholderCreditor, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with with, any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent in all respects with this Agreement and does not seek other reliefAgreement. (c) During No later than March 15, 2020, the Requisite Backstop Parties shall have agreed to the Governance Term Sheet. 5.03. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any Consenting Creditor to take any action or refrain from taking any action that is inconsistent with such Consenting Creditor’s obligations (if any) under either (i) that certain Junior Lien Intercreditor Agreement, dated as of August 2, 2018, between Windstream Services, the other grantors party thereto, JPMorgan Chase Bank, N.A., as First Lien Collateral Agent and First-Priority Collateral Agent, U.S. Bank National Association, as Initial Other First-Priority Collateral Agent, and the Wilmington Trust, National Association as Second-Priority Collateral Agent or (ii) that certain Pari Passu Intercreditor Agreement, dated as of November 6, 2017, between Windstream Services, the other grantors party thereto, JPMorgan Chase Bank, N.A., as the Authorized Representative for the Credit Agreement Secured Parties, and U.S. Bank National Association, as Initial Additional Authorized Representative. 15 5.04. Notwithstanding anything herein to the contrary, nothing in this Agreement and neither a vote to accept the Plan by any Consenting Creditor nor the acceptance of the Plan by any Consenting Creditor shall: (a) be construed to prohibit any Consenting Creditor from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement or the Definitive Documents, or exercising rights or remedies specifically reserved herein; (b) be construed to limit any Consenting Creditor’s rights under any applicable indenture, credit agreement, other loan document, and/or applicable law or to prohibit any Consenting Creditor from appearing as a party-in-interest in any matter to be adjudicated in the Chapter 11 Cases, so long as, from the Agreement Effective PeriodDate until the occurrence of a Termination Date, each such appearance and the positions advocated in connection therewith are not inconsistent with Section 5 of this Agreement, provided, however, that any delay or other impact on consummation of the Restructuring Transactions contemplated by the Plan caused by a Consenting Stakeholder agrees Creditor’s opposition to (x) any relief that it will is inconsistent with such Restructuring Transactions, (y) a motion by the Debtors to enter into a material executory contract, lease, or other arrangement outside of the ordinary course of the Debtors’ business without obtaining the prior consent of the Required Consenting Creditors, or (z) any relief that is adverse to interests of the Consenting Creditors sought by the Debtors (or any other party) shall not fileconstitute a violation of this Agreement; (c) affect the ability of any Consenting Creditor to consult with any other Consenting Creditor, will opposethe Debtors, and will not support or any motion to appoint a trustee other party in one or more of interest in the Chapter 11 Cases (including any official committee or the United States Trustee); (d) require any Consenting Creditor to incur any financial or other liability (other than in connection with the Backstop Commitment Agreement); (e) require any Consenting Creditor to take any action which is prohibited by applicable law or to waive or forgo the benefit of any Company Party applicable legal professional privilege; or appoint an examiner (f) impair or waive the rights of any Consenting Creditor to assert or raise any objection permitted under this Agreement in connection with expanded powers beyond those set forth in section 1106(a)(3) and (4) any hearing on confirmation of the Plan or in the Bankruptcy CodeCourt. Section 6.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder Term Lender that is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shall, subject to receipt by such Consenting StakeholderTerm Lender, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (i) vote each of its Company Claims/Interests Term Loan Claims to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot; (ii) support all the debtor and third-party releases, injunctions, discharge, and exculpation provisions provided in the Plan; (iii) 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 timely delivering its duly executed and completed ballot(s) indicating such election; and (iiiv) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(ii) through (iii) above; provided, however, that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated with respect to such Party. (b) During the Agreement Effective Period, each Consenting StakeholderTerm Lender, in respect of each of its Company Term Loan Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement contemplated by this Agreement and does not seek other reliefAgreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will Term Lender (severally, and not filejointly) agrees, will opposein its own discretion, to support, and will not support directly or indirectly object to, delay, impede, or take any motion other action to appoint a trustee interfere with any action in one or more furtherance of the Chapter 11 Cases Company Parties’ ordinary course postpetition compensation and employee benefit, retention, or incentive programs as long as such program is approved by any interim of the Bankruptcy Court and the Company (i) complies with any caps set forth in such orders and (ii) complies with the Interim Period DIP Budget with respect to such programs. For the avoidance of doubt, any compensation and employee benefit, retention, or incentive programs not authorized by an interim order of the Bankruptcy Court shall not be implemented without the consent of the Required Consenting Term Lenders (such consent not to be unreasonably withheld). (d) During the Agreement Effective Period, each in its own discretion each Consenting Term Lender will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with, nor will any Consenting Term Lender direct the Term Loan Agent to object to, delay, impede, or take any action to interfere with, any DIP Document filed by any Company Party in the Bankruptcy Court. (e) During the Agreement Effective Period: (i) If the Company Parties receive a Qualified Bid greater than or appoint an examiner equal in value to the Reserve Price, then the Consenting Term Lenders agree (severally and not jointly), and agree to direct the Term Loan Agent (as applicable and in accordance with expanded powers beyond those set forth the Term Loan Credit Documentation), with respect to any Qualified Bid selected as the Successful Bid (as defined in section 1106(a)(3the Bidding Procedures) at Auction or with respect to another Transaction that constitutes the end of the Debtors’ sale process, to (a) with respect to any and all liens, encumbrances, and interests in the assets of the Company Parties, including all Collateral (as defined in the Term Loan Credit Agreement), including on account of the Term Loan Credit Documentation automatically release and discharge such liens, encumbrances, and interests upon the closing of the Transaction, without any further action of such Consenting Term Lender, provided that such liens, encumbrances, and interests continue to attach to the proceeds of such Transaction until such proceeds are distributed as provided for in the Plan; (b) consent to the Sale Transaction pursuant to the Auction and Plan, and (4c) otherwise support, negotiate in good-faith, and implement such Sale Transaction. The Consenting Lenders agree to direct the Term Loan Agent (in accordance with the Term Loan Credit Documentation) to promptly execute and deliver any instruments, documentation and agreement necessary or desirable or reasonably requested by the Company Parties to evidence and confirm the release of all such liens, encumbrances, interests and claims pursuant to the forgoing Section 5.02(e)(i)(a). (ii) If the Successful Bidder at the Auction is not a Consenting Term Lender, the Consenting Term Lenders agree (severally and not jointly), and agree to direct the Term Loan Agent (as applicable and in accordance with the Term Loan Credit Documentation), to: (a) with respect to any and all liens, encumbrances, and interests in the assets of the Company Parties, including all Collateral (as defined in the Term Loan Credit Agreement), including on account of the Term Loan Credit Documentation automatically release and discharge, upon the closing of the Transaction, such liens, encumbrances, and interests without any further action of such Consenting Term Lender, provided that such liens, encumbrances, and interests continue to attach to the proceeds of such Transaction until such proceeds are distributed as provided for in the Plan; (b) consent to the Sale Transaction pursuant to the Auction and Plan; and (c) otherwise support, negotiate in good-faith, and implement such Sale Transaction. The Consenting Lenders agree to direct the Term Loan Agent (in accordance with the Term Loan Credit Documentation) to promptly execute and deliver any instruments, documentation and agreement necessary or desirable or reasonably requested by the Company Parties to evidence and confirm the release of all such liens, encumbrances, interests and claims pursuant to the forgoing Section 5.02(e)(ii)(b). (iii) If the Consenting Term Lenders are the Successful Bidder at the Auction, the Consenting Term Lenders and the Company Parties shall agree to support and implement a Plan that, at the election of the Required Consenting Term Lenders, provides for either (a) the liquidation of the Company pursuant to the Plan or (b) an Equitization Restructuring. If a liquidation is pursued, , the Company Parties and the Required Consenting Term Lenders shall use commercially reasonably efforts to promptly implement a value-maximizing liquidation. For the avoidance of doubt, in such a scenario, the store closings will be completed prior to the Plan Effective Date, but certain wind-down activities and asset sales may occur after the Plan Effective Date pursuant to any wind-down trust agreements, with proceeds and remaining cash to be distributed pursuant to the Plan. (iv) The Consenting Term Lenders agree (severally and not jointly) to not exercise, or direct the Term Loan Agent to exercise, any rights pursuant to section 363(k) of the Bankruptcy CodeCode to credit bid an amount greater than the value of the Reserve Price at any Auction. (v) Each Consenting Term Lender will support, and will direct the Term Loan Agent (in accordance with the Term Loan Credit Documentation) to support, the Company Parties’ Transactions and will not object to, delay, impede, or take any other action to interfere with entry of any Sale Document and/or consummation of any Sale Transaction, provided that such Sale Transaction complies with the Plan, the Bidding Procedures, and this Agreement. (vi) In determining whether any Qualified Bid reaches the Reserve Price, the Company Parties and the Required Consenting Term Lenders shall work in good faith to reach an agreement on estimates of Claims and any and all other payments and obligations that are (i) required under the Plan or any other Definitive Document, including but not limited to the Wind-Down Budget and (ii) to be paid prior to the Term Loan Claims pursuant to the Plan, to the extent unknown and not already estimated as part of the Administrative Claims Cap, for the purpose of calculating the Reserve Price (collectively, the “Claims Estimation”) and agree that such Claims Estimation shall be binding on the Parties so long as this Agreement remains in effect. (vii) To the extent that the Consenting Term Lenders do not agree with the Debtors’ selection of the Successful Bidder at the Auction, the Consenting Term Lenders and the Company Parties agree to seek expedited relief from the Bankruptcy Court to resolve the dispute with such relief to be heard by the Bankruptcy Court no later than five (5) days after the conclusion of the Auction; provided that the Consenting Term Lenders and Company Parties agree that any determination by the Bankruptcy Court shall be binding on the Parties and shall not result in or cause the termination of this Agreement or serve as a valid justification for breach of either Parties’ rights and obligations under this Agreement.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, Stakeholder of the Solicitation Materials: (i) vote each of its Company Claims/Interests Claims to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot; (ii) support the mutual release and exculpation provisions to be provided in the Plan; (iii) 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 timely delivering its duly executed and completed ballot(s) indicating such election; and (iiiv) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(ii)-(iii) above; provided, however, provided that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated in accordance with its terms with respect to such Party. (b) During the Agreement Effective Period, each Consenting Stakeholder, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek other reliefAgreement, including Section 3.02 of this Agreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder Creditor that is entitled to vote to accept or reject the Plan Plan, as approved by the Bankruptcy Court as containing “adequate information” as such term is defined in section 1125 of the Bankruptcy Code, whether before or after the commencement of the Chapter 11 Cases, pursuant to its terms agrees that it shall, subject to receipt by such Consenting StakeholderCreditor (in each case, whether before or after the commencement solely in respect of the Chapter 11 CasesPlan that complies with the terms of this Agreement), of the Solicitation Materials: (i) vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot; (ii) 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 timely delivering its duly executed and completed ballot(s) indicating such election; and (iiiii) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(ii) and (ii) above; providedprovided that such vote may be revoked (and, howeverupon such revocation, that nothing in this Agreement shall prevent deemed void ab initio) by such Consenting Creditor at any Party from changing, withholding, amending, or revoking (or causing the same) its timely consent or vote with respect to the Plan time if this Agreement has been is terminated (it being understood by the Parties that any modification of the Plan that results in a termination of this Agreement pursuant to the terms hereof shall entitle such Consenting Creditor to an opportunity to change its vote in accordance with respect to such Partysection 1127(d) of the Bankruptcy Code, and the Solicitation Materials shall be consistent with this proviso). (b) During the Agreement Effective Period, each Consenting StakeholderCreditor, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek other reliefAgreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to its terms Lender agrees that it shall, severally and not jointly, subject to receipt by such Consenting StakeholderLender, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (i) vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot; (ii) 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 timely delivering its duly executed and completed ballot(s) indicating such election; and (iiiii) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(ii) and (ii) above; provided, however, that nothing such vote or election may be changed, withdrawn, amended or revoked (and, upon such change, withdrawal, amendment or revocation, deemed void ab initio) by such Consenting Lender at any time following the expiration or termination of the Agreement Effective Period with respect to such Consenting Lender (it being understood that any termination of the Agreement Effective Period with respect to a Consenting Lender shall entitle such Consenting Lender to change its vote in this Agreement shall prevent any Party from changingaccordance with section 1127(d) of the Bankruptcy Code, withholding, amending, or revoking (or causing and the same) its timely consent or vote Solicitation Materials with respect to the Plan if shall be consistent with this Agreement has been terminated with respect to such Partyproviso). (b) During the Agreement Effective Period, each Consenting StakeholderLender, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek other reliefAgreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder Creditor, on a several and not joint basis, agrees that it shall, subject to receipt by such Consenting Creditor of the Disclosure Statement and the other Solicitation Materials, (i) to the extent such Consenting Creditor is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shallterms, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (i) vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials Materials, and the ballot; and (ii) not change, withdraw, amend, or revoke (or cause or direct to be changed, withdrawn, amended, or revoked) any such vote, and (ii) regardless of whether such Consenting Creditor is entitled to vote referred to accept or reject the Plan, agree to provide or opt into, and to not opt out of or object to, releases set forth in clause (a)(i) above; provided, however, that nothing the Plan consistent with the terms set forth in this Agreement shall prevent any Party from changing(including the Restructuring Term Sheet), withholdingand not change, amendingwithdraw, amend, or revoking revoke (or causing the samecause or direct to be changed, withdrawn, amended, or revoked) its timely consent or vote with respect to the Plan if this Agreement has been terminated with respect to any such Partyrelease. (b) During the Agreement Effective Period, each Consenting StakeholderCreditor, in respect of each of its Company Claims/Interests, on a several and not joint basis, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek other reliefAgreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to its terms agrees (subject to the terms and conditions hereof) that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (i) vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot; and; (ii) 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 timely delivering its duly executed and completed ballot(s) indicating such election; (iii) to the extent it is required to elect to opt in to the Releases, elect to opt in to the Releases by timely delivering its duly executed and completed ballot(s) indicating such election; (iv) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(ii)–(iii) above; providedand (v) support and take all actions reasonably necessary or reasonably requested by the Company Parties to facilitate the solicitation and approval of the Disclosure Statement, howeverand acceptance, that nothing in this Agreement shall prevent any Party from changingconfirmation, withholdingconsummation, amending, or revoking (or causing the same) its timely consent or vote with respect to and implementation of the Plan if this Agreement has been terminated with respect to such Partyand the Restructuring Transactions. (b) During the Agreement Effective Period, each Consenting Stakeholder, in respect of each of its Company Claims/Interests, subject to the terms and conditions hereof, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek other reliefAgreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (i) vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot; (ii) 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 timely delivering its duly executed and completed ballot(s) indicating such election; provided that such Plan releases are materially consistent with those set forth in the Restructuring Term Sheet; and (iiiii) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(i) and (ii) above; provided, however, that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated with respect to such Party. (b) During the Agreement Effective Period, each Consenting Stakeholder, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek other reliefAgreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder Creditor that is entitled to vote to accept or reject the Prepackaged Plan pursuant to its terms terms, severally, and not jointly and severally, agrees that it shall, subject to receipt by such Consenting StakeholderCreditor, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials:Materials (including a ballot): (i) agree to provide, and to not opt out of or object to, the releases set forth in the Prepackaged Plan; (ii) to the extent that such Consenting Creditor is a holder of a Prepetition Term Loan Claim on the Petition Date, agree to fund, and take all commercially reasonable actions in furtherance of such agreement to fund, its allocated commitment of the DIP Facility; (iii) to the extent that such Consenting Creditor is a Tranche C Commitment Party, agree to fund, and take all commercially reasonable actions in furtherance of such agreement to fund, its allocated commitment of the Tranche C Commitment; (iv) to the extent that such Consenting Creditor is or becomes the holder of Prepetition Term Loan Claim or a DIP Claim, elect to, and take all commercially reasonable actions in furtherance of such election, receive payment on account of such DIP Claims in the form of such Consenting Creditors’ allocated commitment of the Exit Facility; (v) support all of the Debtor and third-party releases, injunctions, discharge, indemnity, and exculpation provisions provided in the Prepackaged Plan; (vi) provided that its vote has been solicited in accordance with applicable Law and the Prepackaged Plan comports with the consent rights of such Consenting Creditor, vote each of its Company Claims/Interests to accept the Prepackaged Plan by delivering its duly executed and completed ballot accepting the Prepackaged Plan on a timely basis following the commencement of the solicitation of the Plan Solicitation and its actual receipt of the Solicitation Materials and the ballot; and (iivii) not changerefrain from changing, withdrawwithdrawing, amendamending, or revoke revoking (or cause causing to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(ii) and (ii) above; providedprovided that such vote may be revoked (and, howeverupon such revocation, that nothing in deemed void ab initio) by a Consenting Creditor at any time following the expiration of the Agreement Effective Period, or upon termination of this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the same) its timely consent or vote with respect as to such Consenting Creditor pursuant to the Plan if terms hereof (other than a termination resulting from a breach of this Agreement has been terminated with respect to by such PartyConsenting Creditor). (b) During the Agreement Effective Period, each Consenting StakeholderCreditor, severally, and not jointly and severally, in respect of itself and each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek unless such Consenting Creditor in good faith provides prior written notice to the other reliefConsenting Creditors, that such Consenting Creditor disputes that such motion, other pleading, or document is consistent with this Agreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder Creditor that is entitled to vote to accept or reject the Plan (or the Non-TopCo Plan, as applicable) pursuant to its terms agrees that it shall, subject to the receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, Creditor of the Solicitation Materials: (i) vote each of its Company Claims/Interests Claims to accept the Plan (or the Non-TopCo Plan, as applicable) by delivering its duly executed and completed ballot accepting the Plan (or the Non-TopCo Plan, as applicable) on a timely basis following the commencement of the solicitation of the Plan (or the Non-TopCo Plan, as applicable) and its actual receipt of the Solicitation Materials and the ballot; and; (ii) to the extent it is permitted to elect whether to opt out of the releases set forth in the Plan (or the Non-TopCo Plan, as applicable), elect not to opt out of the releases set forth in the Plan (or the Non-TopCo Plan, as applicable) by timely delivering its duly executed and completed ballot(s) indicating such election; (iii) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(ii) aboveand (ii) above at any time before entry of the Confirmation Order; providedand (iv) support the Settlement Agreement, however, that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing including entry of the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated with respect to such PartySettlement Order. (b) During the Agreement Effective Period, each Consenting StakeholderCreditor, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with with, any motion or other pleading or document filed by a Company Party in the Bankruptcy Court to the extent of any relief sought therein that is required to implement further the terms of this Agreement and does not seek other reliefAgreement. (c) During the Notwithstanding any other provisions of this Agreement, including this 5.02(c), nothing in this Agreement Effective Periodshall require any Consenting Creditor to incur any material expenses, each Consenting Stakeholder agrees that it will not fileliabilities, will opposeor other obligations, and will not support or agree to any motion to appoint a trustee in one or more of the Chapter 11 Cases commitments, undertakings, concessions, indemnities, grants of any Company Party liens or appoint an examiner with expanded powers beyond those set forth security interests, or other arrangements that could result in section 1106(a)(3) and (4) of the Bankruptcy Codeexpenses, liabilities, or other obligations to any Consenting Creditor or its affiliates.

Commitments with Respect to Chapter 11 Cases. (a) During In addition to the obligations set forth in Section 5.01, during the Agreement Effective Period, each Consenting Stakeholder Noteholder that is entitled to vote to accept or reject the Plan pursuant to its terms terms, severally, and not jointly, agrees that it shall, subject to receipt by such Consenting StakeholderNoteholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (i) vote each of its Company Claims/Interests Senior Notes Claims to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis promptly following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot; (ii) consent to and, if applicable, elect not to opt out of the releases set forth in the Plan by not objecting to such releases and timely delivering its duly executed and completed ballot(s) indicating such election; and (iiiii) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause (a)(iSection 5.02(a)(i) and Section 5.02(a)(ii) above; provided, however, that nothing in this Agreement shall prevent any Party Consenting Noteholder from changing, withholding, amending, amending or revoking (or causing the same) its timely vote, election, or consent or vote with respect to the Plan if this Agreement has been terminated in accordance with its terms with respect to such PartyConsenting Noteholder. (b) During the Agreement Effective Period, each Consenting StakeholderNoteholder, in respect of each of its Company Senior Notes Claims/Interests, will supportseverally, and not jointly, will not directly or indirectly object to, delay, impede, or take any other action in violation of this Agreement to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that to the extent such action is required to implement inconsistent with this Agreement and does not seek or the Restructuring Transactions; provided, that nothing in this Agreement shall limit the right of any party hereto to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any other reliefDefinitive Document. (c) During the Agreement Effective Period, each Consenting Stakeholder Noteholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee or examiner in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy CodeParty.

Commitments with Respect to Chapter 11 Cases. (a) During Subject to Sections 5.05 and 5.06 and the other terms and conditions hereof, during the Agreement Effective Period, each Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to its terms Creditor severally and not jointly, agrees that it shall, subject to receipt by such Consenting StakeholderCreditor, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (ia) timely vote each of its Company Claims/Interests to accept the Plan by timely delivering its duly executed and completed ballot ballot(s) accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot; and; (iib) not opt out of the releases set forth in the Plan; (c) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause (a)(ia) above; provided, however, such vote may be changed, withdrawn, amended or revoked (and, upon such revocation, deemed ineffective and void ab initio), by such Consenting Creditor at any time following the expiration or termination of the Agreement Effective Period (it being understood that nothing the termination of the Agreement Effective Period shall entitle each Consenting Creditor to change its vote in this Agreement shall prevent any Party from changingaccordance with section 1127(d) of the Bankruptcy Code, withholding, amending, or revoking (or causing and the same) its timely consent or vote Solicitation Materials with respect to the Plan if shall be consistent with this Agreement has been terminated with respect to such Party.proviso); (bd) During the Agreement Effective Period, each Consenting Stakeholder, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly 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 Alternative Restructuring Proposal or object to or take any other action that would reasonably be expected to prevent, interfere with, delay, or impede the solicitation, approval of the Disclosure Statement, or the confirmation and consummation of the Plan and the Restructuring Transactions; and (e) support the Restructuring Transactions in accordance with this Agreement; and (f) not object to, delay, impede, impede or take any other action to interfere with any motion or other pleading or document filed by a the Company Party Parties in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek other reliefAgreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to its terms terms, severally, and not jointly, agrees that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (i) vote each of its Company Claims/Interests Claims to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballotballot that meet the requirements of Sections 1125 and 1126 of the Bankruptcy Code; provided, however, that the consent or votes of the Consenting Stakeholders shall be immediately revoked and deemed void ab initio upon the occurrence of the Termination Date (other than a Termination Date caused solely by the Plan Effective Date); (ii) to the extent it is permitted to elect whether to opt in or out of the releases set forth in the Plan, elect to opt in to, or not to opt out of, the releases set forth in the Plan by timely delivering its duly executed and completed ballot(s) indicating such election; and (iiiii) except as expressly set forth in this Agreement, not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(ii) and (ii) above; provided, however, that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated with respect to such Party. (b) During the Agreement Effective Period, each Consenting Stakeholder, in respect of each of its Company Claims/Interests, will supportseverally and not jointly, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek other reliefAgreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to its terms agrees severally, and not jointly, that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (i) vote each of its Company Claims/Interests on or before April 26, 2019 to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot; (ii) to the extent it is required to vote pursuant to Section (i) and 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 timely delivering its duly executed and completed ballot(s) indicating such election (except such Consenting Stakeholder shall not be prohibited from "opting out" of granting such a release to any Party that has materially breached or terminated this Agreement); and (iiiii) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(i) and (ii) above; provided, however, that nothing in this Agreement upon the occurrence of a Support Termination Event, all votes tendered by Consenting Stakeholders that triggered such Support Termination Event shall prevent be immediately revoked and deemed void ab initio without any Party from changingfurther notice to or action, withholding, amending, order or revoking (or causing approval of the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated with respect to such PartyBankruptcy Court. (b) During the Agreement Effective Period, each Consenting StakeholderStakeholder severally, and not jointly, agrees, in respect of each of its Company Claims/Interests, that it will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek other reliefAgreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder Creditor and Consenting Equity Holder that is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shall, subject to receipt by such Consenting StakeholderCreditor or Consenting Equity Holder of the Solicitation Materials, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (i) use commercially reasonable efforts to support confirmation of the Plan, including the solicitation, confirmation, and consummation of the Plan, as may be applicable and not direct and/or instruct any Agent and/or the Indenture Trustee to take any actions inconsistent with this Agreement or the Restructuring Term Sheet; (ii) vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the votes on the Plan and its actual receipt of the Solicitation Materials and the ballotapplicable ballot(s); (iii) to the extent it is permitted to elect whether to opt-out of or opt-in to any of the releases set forth in the Plan, elect (A) not to opt-out of or (B) to opt-in to, as applicable, such releases by timely delivering its duly executed and completed ballot(s) indicating such election; and (iiiv) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(iiii) and (iv) above; provided, however, that nothing in this Agreement shall prevent any Party Consenting Creditor or Consenting Equity Holder from changing, withholding, amending, or revoking (or causing the same) its timely vote, election, or consent or vote with respect to the Plan if this Agreement has been terminated with respect to such PartyConsenting Creditor or Consenting Equity Holder in accordance with its terms. (b) During the Agreement Effective Period, each Consenting StakeholderCreditor and Consenting Equity Holder, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action in violation of this Agreement that is reasonably likely to interfere with the filing of the I Squared Infrastructure Sale Assumption Motion (if applicable) or the entry of the I Squared Infrastructure Sale Assumption Order, entry of the Confirmation Order, as applicable, by the Bankruptcy Court, approval of the I Squared Release consistent with Section 14.02 of this Agreement, or any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek other reliefAgreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it Creditor and Consenting Equity Holder, in respect of each of its Company Claims/Interests, will not filedirectly or indirectly object to, delay, impede, interfere or take any other action in violation of this Agreement that is reasonably likely or intended to delay, impede, interfere with, or frustrate assumption of all I Squared Infrastructure Sale Transaction Documents to which a Debtor is a party. (d) During the Agreement Effective Period, each Consenting Creditor and Consenting Equity Holder, in respect of each of its Company Claims/Interests, will opposenot directly or indirectly object to, and will not support delay, impede, interfere, or take any motion other action in violation of this Agreement that is reasonably likely or intended to appoint a trustee in one delay, impede, interfere with, or more of frustrate the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy CodeI Squared Release.

Commitments with Respect to Chapter 11 Cases. (a) During In addition to the affirmative and negative commitments set forth in Sections 5.01 and 5.02, during the Agreement Effective Period, each Consenting Stakeholder agrees in respect of all of its Company Claims/Interests, severally, and not jointly, that it shall: (i) to the extent such Consenting Stakeholder is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shallterms, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (iA) vote each of its Company Claims/Interests (if applicable) to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials Materials, and the ballot; and (iiB) not change, withdraw, amend, or revoke (or cause or direct to be changed, withdrawn, amended, or revoked) any such vote referred described in the foregoing Section 5.03(a)(i); and (ii) regardless of whether such Consenting Stakeholder is entitled to vote to accept or reject the Plan, support the Releases and agree to provide or opt into, and to not opt out of or object to, the Releases set forth in clause (a)(i) above; provided, however, that nothing the Plan consistent with the terms set forth in this Agreement shall prevent any Party from changing(including the Transaction Term Sheet), withholdingand not change, amendingwithdraw, amend, or revoking revoke (or causing the samecause or direct to be changed, withdrawn, amended, or revoked) its timely consent or vote any such Release; (b) with respect to the Plan if Consenting Term Lenders, use commercially reasonable efforts to support and not object to, and to take all actions reasonably requested by the Company Parties related to, the DIP/Cash Collateral Motion and entry of the DIP/Cash Collateral Orders in accordance with this Agreement has been terminated with respect to such Party.Agreement; (bc) During not directly or indirectly, through any person, seek, solicit, propose, support, assist, engage in negotiations in connection with, or participate in the Agreement Effective Periodformulation, each preparation, filing, or prosecution of any Alternative Transaction Proposal or object to or take any other action that would reasonably be expected to prevent, interfere with, delay, or impede the solicitation, approval of the Disclosure Statement, or the confirmation and consummation of the Plan and the Transactions; (d) support and not object to the Plan or entry of the Disclosure Statement Order, or the Confirmation Order (provided that such Plan, Disclosure Statement Order, and Confirmation Order are in form and substance acceptable to the Required Consenting StakeholderStakeholders); (e) use commercially reasonable efforts to take all actions reasonably requested by the Company Parties and necessary to support and facilitate confirmation and consummation of the Plan within the timeframes contemplated by this Agreement, in respect of each of its Company Claims/Interestsincluding the DIP Facility (and related Backstop Fee and Participation Fee), will the Exit Facilities and all related transactions; and (f) support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek other reliefAgreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials:; (i) vote each of its Company Claims/Interests Equity Interest to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot; and; (ii) to the extent it is permitted to elect whether to opt in to the releases set forth in the Plan, elect to opt in to the releases set forth in the Plan by timely delivering its duly executed and completed ballot(s) indicating such election; (iii) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(ii) and (ii) above; provided; (iv) agree to provide, howeverand opt in to and not object to, that nothing the releases set forth in this Agreement shall prevent the Plan; (v) support all of the debtor and third-party releases, injunctions, discharge, indemnity, and exculpation provisions provided in the Plan, substantially consistent with those set forth in Annex 1 to the Restructuring Term Sheet; (vi) not directly or indirectly, through any Party from changingperson, withholdingseek, amendingsolicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing, or revoking (prosecution of any Alternative Restructuring Proposal or causing object to or take any other action that would reasonably be expected to prevent, interfere with, delay, or impede the same) its timely consent solicitation, approval of the Disclosure Statement, or vote with respect to the confirmation and consummation of the Plan if and the Restructuring Transactions; and (vii) support and take all actions reasonably requested by the Company Parties to facilitate the solicitation, approval of the Disclosure Statement, and confirmation and consummation of the Plan within the timeframes contemplated by this Agreement has been terminated with respect to such PartyAgreement. (b) During the Agreement Effective Period, each Consenting Stakeholder, in respect of each of its Company Claims/Equity Interests, (i) will support, and (ii) will not directly or indirectly object to, delay, impede, or take any other action to interfere with with, in each case, any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek other reliefAgreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to its terms severally, and not jointly, agrees that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, Stakeholder of the Solicitation Materials: (i) vote each of its Company Claims/Interests set forth on its signature page to this Agreement, any Transfer Agreement, or any Joinder to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballotballot and prior to the deadline for such delivery; (ii) (A) 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 such releases and (B) to the extent it is permitted to elect whether to opt in to the releases set forth in the Plan, elect to opt in to such releases, in each case by delivering its duly executed and completed ballot(s) indicating such election prior to the deadline for such delivery; (iii) support, and not opt out of, releases, injunctions, discharge, indemnity, and exculpation provisions provided in the Plan; and (iiiv) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(ii) and (ii) above; provided, however, that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated with respect to such Party. (b) During the Agreement Effective Period, each Consenting Stakeholder, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement in compliance with this Agreement (including Section 3) and does not seek other relief. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more furtherance of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy CodeRestructuring Transactions.

Commitments with Respect to Chapter 11 Cases. (a) During Subject to the provisions of Section 13.05 of this Agreement, during the Agreement Effective Period, each Consenting Stakeholder Creditor, on a several and not joint basis, agrees that it shall, subject to receipt by such Consenting Creditor of the Disclosure Statement and the other Solicitation Materials, (i) to the extent such Consenting Creditor is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shallterms, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (i) vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials Materials, and the ballot; and (ii) not change, withdraw, amend, or revoke (or cause or direct to be changed, withdrawn, amended, or revoked) any such vote, and (ii) regardless of whether such Consenting Creditor is entitled to vote referred to accept or reject the Plan, agree to provide or opt into, and to not opt out of or object to, releases set forth in clause (a)(i) above; provided, however, that nothing the Plan consistent with the terms set forth in this Agreement shall prevent any Party from changing(including the Restructuring Term Sheet), withholdingand not change, amendingwithdraw, amend, or revoking revoke (or causing the samecause or direct to be changed, withdrawn, amended, or revoked) its timely consent or vote with respect to the Plan if this Agreement has been terminated with respect to any such Partyrelease. (b) During the Agreement Effective Period, each Consenting StakeholderCreditor, in respect of each of its Company Claims/Interests, on a several and not joint basis, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek other reliefAgreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder that is entitled to vote to accept or reject the Prepackaged Plan pursuant to its terms terms, severally, and not jointly and severally, agrees that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials:Materials (including a ballot): (i) agree to provide, and to not opt out of or object to, the releases set forth in the Prepackaged Plan; (ii) support all of the Debtor and third-party releases, injunctions, discharge, indemnity, and exculpation provisions provided in the Prepackaged Plan; (iii) provided that its vote has been solicited in accordance with applicable Law and the Prepackaged Plan comports with the consent rights of such Consenting Stakeholder, vote each of its Company Claims/Interests to accept the Prepackaged Plan by delivering its duly executed and completed ballot accepting the Prepackaged Plan on a timely basis following the commencement of the solicitation of the Plan Solicitation and its actual receipt of the Solicitation Materials and the ballot; and (iiiv) not changerefrain from changing, withdrawwithdrawing, amendamending, or revoke revoking (or cause causing to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(ii) and (ii) above; providedprovided that such vote may be revoked (and, howeverupon such revocation, that nothing in deemed void ab initio) by a Consenting Stakeholder at any time following the expiration of the Agreement Effective Period, or upon termination of this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the same) its timely consent or vote with respect as to such Consenting Stakeholder pursuant to the Plan if terms hereof (other than a termination resulting from a breach of this Agreement has been terminated with respect to by such PartyConsenting Stakeholder). (b) During the Agreement Effective Period, each Consenting Stakeholder, severally, and not jointly and severally, in respect of itself and each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek other relief. (c) During the Agreement Effective Period, each unless such Consenting Stakeholder agrees that it will not filein good faith provides prior written notice to the Consenting Investor, will opposethe Required Consenting Noteholders, and will not support any motion to appoint a trustee in one the Required Consenting RCF Lenders, that such Consenting Stakeholder disputes that such motion, other pleading, or more of the Chapter 11 Cases of any Company Party or appoint an examiner document is consistent with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Codethis Agreement.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each of the Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to its terms Sponsors severally, and not jointly, agrees that it shall, subject to receipt by such Consenting Stakeholder, whether before or after for the commencement duration of the Chapter 11 CasesAgreement Effective Period: (a) if solicited, of the Solicitation Materials: (i) timely vote each of or cause to be voted its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan or ballots on a timely basis following the commencement of the solicitation solicitation; (b) not change or withdraw (or cause or direct to be changed or withdrawn) any such vote described in clause (a) above or release described in clause (c) below; (c) not opt out of, object to, or otherwise hinder or delay approval of the releases set forth in the Plan with respect to each Released Party, which provisions shall be in the form and its actual receipt of substance acceptable to the Solicitation Materials and the ballotConsenting Sponsors; and (iid) not changeif solicited, withdraw, amend, or revoke timely vote (or cause to be changed, withdrawn, amended, or revokedvoted) any vote referred to in clause (a)(i) above; provided, however, that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated with respect to such Party. (b) During the Agreement Effective Period, each Consenting Stakeholder, in respect of each of its Company Claims/Interests, will support, and will Interests against any Alternative Restructuring Proposal; (e) not directly or indirectly 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 Alternative Restructuring Proposal or object to, delay, impede, to or take any other action that would reasonably be expected to prevent, interfere with any motion with, delay, or other pleading impede the solicitation, approval of the Disclosure Statement, or document filed the confirmation and consummation of the Plan and the Restructuring Transactions; and (f) support and take all actions reasonably necessary or reasonably requested by a the Company Party in Parties to facilitate the Bankruptcy Court that is required to implement this Agreement and does not seek other relief. (c) During solicitation, approval of the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will opposeDisclosure Statement, and will not support any motion to appoint a trustee in one or more confirmation and consummation of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of Plan within the Bankruptcy Codetimeframes contemplated by this Agreement.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder Creditor that is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (i) after having received the Plan and the Disclosure Statement and Solicitation Materials, in each case, approved by the Bankruptcy Court, prior to the date by which the Consenting Creditor shall be required to vote on the Plan, vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan; provided, that any such duly executed and completed ballot accepting the Plan and its actual receipt shall be void if this Agreement terminates in accordance with ‎Section 13; (ii) to the extent it is permitted to elect whether to opt out of the Solicitation Materials releases set forth in the Plan, elect not to opt out of the releases set forth in the Plan by timely delivering its duly executed and the ballotcompleted ballot(s) indicating such election; and (iiiii) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause (a)(iclauses ‎(i) and ‎(ii) above; provided, however, that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated with respect to such Party. (b) During the Agreement Effective Period, each Consenting StakeholderCreditor, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with with, any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent in all respects with this Agreement and does not seek other reliefAgreement. (c) During No later than March 15, 2020, the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion Requisite Backstop Parties shall have agreed to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy CodeGovernance Term Sheet.

Commitments with Respect to Chapter 11 Cases. (a) During Subject to Section 6.01 below, during the Agreement Effective Period, each Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to its terms agrees agrees, severally and not jointly, that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (i) vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballotballot and prior to the deadline for such delivery; (ii) 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 such releases and (b) to the extent it is permitted to elect whether to opt in to the releases set forth in the Plan, elect to opt in to such releases, in each case by timely delivering its duly executed and completed ballot(s) indicating such election prior to the deadline for such delivery; and (iiiii) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(ii) and (ii) above; provided, however, that nothing such vote or election may be revoked or withdrawn (and, upon such revocation or withdrawal, deemed void ab initio) by such Consenting Stakeholder in this Agreement shall prevent accordance with Section 12.06 at any Party from changing, withholding, amending, or revoking (or causing the same) its timely consent or vote with respect to the Plan time if this Agreement has been is terminated with respect to such PartyConsenting Stakeholder. (b) During Subject to Section 6.01 below, during the Agreement Effective Period, each Consenting Stakeholder, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed Filed by a Company Party in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek other reliefAgreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code.

Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each Consenting Stakeholder Creditor Party that is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shall, severally and not jointly, subject to receipt by such Consenting StakeholderCreditor Party, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials: (i) vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot; (ii) 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 timely delivering its duly executed and completed ballot(s) indicating such election; (iii) to the extent it is solicited to exercise the Exit RBL Lender Cash Election (as defined in the Plan) set forth in the Plan in exchange for commitment to provide the Exit RBL Facility, exercise such Exit RBL Lender Cash Election; and (iiiv) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clause clauses (a)(ii), (ii) and (iii) above; providedprovided that such vote or election may be changed, howeverwithdrawn, amended or revoked (and, upon such change, withdrawal, amendment or revocation, deemed void ab initio) by such Consenting Creditor Party at any time following the expiration or termination of the Agreement Effective Period with respect to such Consenting Creditor Party (it being understood that nothing any termination of the Agreement Effective Period with respect to a Consenting Creditor Party shall entitle such Consenting Creditor Party to change its vote in this Agreement shall prevent any Party from changingaccordance with section 1127(d) of the Bankruptcy Code, withholding, amending, or revoking (or causing and the same) its timely consent or vote Solicitation Materials with respect to the Plan if shall be consistent with this Agreement has been terminated with respect to such Partyproviso). (b) During the Agreement Effective Period, each Consenting StakeholderCreditor Party, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is required to implement consistent with this Agreement and does not seek other reliefAgreement. (c) During the Agreement Effective Period, each Consenting Stakeholder agrees that it will not file, will oppose, and will not support any motion to appoint a trustee in one or more of the Chapter 11 Cases of any Company Party or appoint an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code.