Common use of General Commitments, Forbearances, and Waivers Clause in Contracts

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder severally, and not jointly, agrees, in respect of all of its Company Claims/Interests, to: (i) agree by execution of this Agreement and the effectiveness of this Agreement to (A) consent and to be deemed to have consented to the incurrence of the DIP ABL Facility on the terms set forth in the DIP Term Sheet and the DIP ABL Facility Documents and the DIP Term Loan Facility on the terms set forth in the DIP Term Sheet; (B) consent to the use of cash collateral pursuant to the DIP Orders; and (C) if necessary, give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the foregoing; (ii) support the Restructuring Transactions and vote or consent and not object, to the extent applicable, all Company Claims/Interests owned by or held by such Consenting Stakeholder and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions; (iii) give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; (iv) support the Company Parties’ efforts to obtain any and all required regulatory and/or third-party approvals for the Restructuring Transactions; (v) use commercially reasonable efforts to cooperate in good faith with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (vi) validly and timely deliver, and not withdraw, the consents, proxies, signature pages, tenders, ballots, or other means of voting or participation in the Restructuring Transactions (including directing its nominee or custodian, if applicable, on behalf of itself and the accounts, funds, or Affiliates for which it is acting as investment advisor, sub-advisor, or manager to validly and timely deliver and not withdraw) with respect to all of Company Claims/Interests owned by or held by such Consenting Stakeholder; and (vii) negotiate in good faith and use commercially reasonable efforts to execute, deliver, and implement the Definitive Documents and any other necessary agreements that are consistent with this Agreement to which it is a party in a timely manner to effectuate and consummate the Restructuring Transactions as contemplated by this Agreement. (b) During the Agreement Effective Period, each Consenting Stakeholder severally, and not jointly, agrees, in respect of all of its Company Claims/Interests, that it shall not directly or indirectly: (i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions (including, among other things, the Escrow Release and Escrow Payment); (ii) propose, file, support, or vote for any Alternative Restructuring Proposal; (iii) seek to modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement and the Restructuring Term Sheet; (iv) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any of its Company Claims/Interests against the Company Parties other than in accordance with this Agreement and the Definitive Documents; (v) file any motion, objection, pleading, or other document with the Bankruptcy Court (if applicable) or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement and the Restructuring Term Sheet (nor directly or indirectly direct any other person to make such filing); (vi) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to this Agreement, the Definitive Documents, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or otherwise permitted under this Agreement (nor direct any other person to initiate such litigation or proceeding); (vii) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their Assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code (nor directly or indirectly direct any other person to take such action); or (viii) exercise any right or remedy for the enforcement, collection, or recovery of any of its Company Claims/Interests other than in accordance with this Agreement and the Definitive Documents (nor directly or indirectly direct any other person to take exercise such right or remedy). (c) Solely upon the occurrence of the Plan Effective Date, each Consenting Stakeholder agrees to release, waive, and discharge any and all Claims and Causes of Action it may have against the Released Parties, subject to the limits set forth in the definition of “Released Party” and/or Article VIII.D of the Plan.

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder Creditor agrees, severally, and not jointly, agreesjointly and severally, in respect of itself and all of its Company Claims/Interests, to: (i) agree by execution of this Agreement and support the effectiveness of this Agreement to (A) consent and to be deemed to have consented to the incurrence of the DIP ABL Facility Restructuring Transactions, on the terms set forth in the DIP Term Sheet and the DIP ABL Facility Documents and the DIP Term Loan Facility on the terms set forth in the DIP Term Sheet; (B) consent subject to the conditions of this Agreement, and, subject to Section 5.02, vote and use of cash collateral pursuant commercially reasonable efforts to the DIP Orders; and (C) if necessary, give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the foregoing; (ii) support the Restructuring Transactions and vote or consent and not object, to the extent applicable, all Company Claims/Interests owned by or held by such Consenting Stakeholder and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent reasonably requested and necessary to implement the Restructuring Transactions; (iii) give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; (iv) support the Company Parties’ efforts to obtain any and all required regulatory and/or third-party approvals for the Restructuring Transactions; (vii) use commercially reasonable efforts to cooperate in good faith with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (viiii) validly and timely delivergive any notices, and not withdraworders, the consents, proxies, signature pages, tenders, ballotsinstructions, or other means of voting or participation in directions to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions on the terms and subject to the conditions of this Agreement; provided that no Consenting Creditor shall be required hereunder to provide the Agents/Trustees, or any other person, with any indemnities or similar undertakings in connection with taking any such action or incur any fees or expenses in connection therewith; (iv) forbear from the exercise of its rights (including directing any right of set-off) or remedies it may have under the agreements governing its nominee or custodianCompany Claims/Interests, if as applicable, on behalf of itself and the accountsunder applicable U.S. or foreign law or otherwise, fundsin each case, or Affiliates for which it is acting as investment advisor, sub-advisor, or manager to validly and timely deliver and not withdraw) with respect to all any breaches, defaults, events of default, or potential defaults by the Company Claims/Interests owned Parties or its co-obligors (including, for avoidance of doubt, the Consenting Non-Debtor Guarantors); provided that notwithstanding the foregoing, nothing herein shall prohibit exercise of any indemnification rights assertable by Cantor or held by RXR Lender and the exercise of such rights shall not constitute a violation of this clause 5.01(iv). As applicable, each Consenting Creditor further agrees that if any applicable administrative agent or collateral agent takes any action inconsistent with any such Consenting StakeholderCreditor’s obligations under this Agreement, such Consenting Creditor shall use commercially reasonable efforts to cause such administrative agent or collateral agent to cease and refrain from taking such actions; and (viiv) negotiate in good faith and use commercially reasonable efforts to execute, deliver, execute and implement the Definitive Documents and any other necessary agreements that are consistent with this Agreement Agreement, including, with respect to which it is a party in a timely manner to effectuate and consummate the Restructuring Transactions as contemplated by this AgreementConsenting Non-Debtor Guarantors, the New Exit Facility Non-Debtor Guarantees. (b) During the Agreement Effective Period, each Consenting Stakeholder severallyCreditor agrees, severally and not jointly, agreesjointly and severally, in respect of itself and all of its Company Claims/Interests, that it shall not not, other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement, directly or indirectly: (i) object to, delay, impede, or take any other action in a manner inconsistent with this Agreement that is reasonably likely to interfere with acceptance, implementation, or consummation of the Prepackaged Plan or the Restructuring Transactions (including, among other things, the Escrow Release and Escrow Payment)Transactions; (ii) solicit, propose, file, support, or vote for any Alternative Restructuring Proposal; (iii) seek to modify the Definitive Documents, in whole or in part, in a manner that is not consistent inconsistent with this Agreement and the Restructuring Term SheetPrepackaged Plan; (iv) exercisepropose, support, or file, or direct any other person Agent/Trustee to exercisepropose, any right or remedy for the enforcement, collectionsupport, or recovery of any of its Company Claims/Interests against the Company Parties other than in accordance with this Agreement and the Definitive Documents; (v) file any motion, objection, pleading, or other document with the Bankruptcy Court or any other court seeking entry of an order authorizing, indirectly or directly, any use of Cash Collateral or debtor-in-possession financing other than as proposed in this Agreement or the DIP Orders; (if applicablev) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement and the Restructuring Term Sheet (nor directly or indirectly direct any other person to make such filing)Prepackaged Plan; (vi) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, the Definitive DocumentsPrepackaged Plan, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement Agreement; (nor vii) exercise, or direct any other person to initiate exercise, any right or remedy for the enforcement, collection, or recovery of any Claims against or Interests in the Company Parties; provided that notwithstanding the foregoing, Cantor and RXR Lender shall be permitted to exercise any indemnification rights assertable by Cantor and RXR Lender and the exercise of such litigation or proceedingrights shall not constitute a violation of this clause 5.01(b)(vii);. (viiviii) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their Assetsassets, wherever located, or interfere with seek to modify or lift the automatic stay arising under section 362 of the Bankruptcy Code (nor directly or indirectly direct any other person to take such action); or (viii) exercise any right or remedy for the enforcement, collection, or recovery of any of its Company Claims/Interests other than in accordance with this Agreement and the Definitive Documents (nor directly or indirectly direct any other person to take exercise such right or remedy)Code. (c) Solely upon the occurrence of the Plan Effective Date, each Consenting Stakeholder agrees to release, waive, and discharge any and all Claims and Causes of Action it may have against the Released Parties, subject to the limits set forth in the definition of “Released Party” and/or Article VIII.D of the Plan.

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder severally, and not jointly, Creditor agrees, in respect of all of its Company Claims/Interests, to: (i) agree by execution of this Agreement and the effectiveness of this Agreement to (A) consent and to be deemed to have consented to the incurrence of the DIP ABL Facility on extent permitted by law and subject to the terms set forth in the DIP Term Sheet and the DIP ABL Facility Documents and the DIP Term Loan Facility on the terms set forth in the DIP Term Sheet; (B) consent to the use of cash collateral pursuant to the DIP Orders; and (C) if necessaryhereof, give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the foregoing; (ii) support the Restructuring Transactions and vote or consent and not object, to the extent applicable, all Company Claims/Interests owned by or held by such Consenting Stakeholder and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions; (iiiii) give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect extent practicable and subject to the Restructuring Transactions; (iv) support the Company Parties’ efforts terms hereof, to obtain any and all required regulatory and/or third-party approvals for the Restructuring Transactions; (v) use commercially reasonable efforts to cooperate in good faith with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (viiii) validly prior to the Plan Effective Date, take all commercially reasonable actions to preserve the New Board’s ability to implement the strategic transactions set forth in the business plan delivered to the members of the Term Lender Group and timely deliverthe Cross-Holder Group on February 23, and not withdraw2023; (iv) give any notice, the consentsorder, proxies, signature pages, tenders, ballotsinstruction, or other means of voting or participation in direction to the applicable Agents/Trustee necessary to give effect to the Restructuring Transactions (including directing its nominee Transactions; provided that nothing in this Agreement shall limit the right of any Consenting Creditor to exercise any right or custodianremedy provided under the DIP Documents, if applicable, on behalf of itself and Confirmation Order or any other document related to the accounts, funds, or Affiliates for which it is acting as investment advisor, sub-advisor, or manager to validly and timely deliver and not withdraw) with respect to all of Company Claims/Interests owned by or held by such Consenting StakeholderRestructuring Transactions; and (viiv) negotiate in good faith and use commercially reasonable efforts to execute, deliver, execute and implement the Definitive Documents and any other necessary agreements that are consistent with this Agreement to which it is required to be a party party; provided that nothing in a timely manner this Section 5.01(a) shall require any Consenting Creditor to effectuate and consummate incur any expenses, liabilities or other obligations, or agree to any commitments, undertakings, concessions, indemnities or other arrangements, that could result in expenses, liabilities or other obligations to any such Party, other than as specifically stated in this Agreement or the Restructuring Transactions as contemplated by this AgreementPlan. (b) During the Agreement Effective Period, each Consenting Stakeholder severally, and not jointly, Creditor agrees, in respect of all of its Company Claims/Interests, to the extent practicable and subject to the terms hereof, that it shall not directly or indirectly: (i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions (including, among other things, the Escrow Release and Escrow Payment)Transactions; (ii) object to or commence any legal proceeding challenging the liens or claims (including the priority thereof) (i) granted pursuant to the Term Loan Credit Agreement, Senior Secured Notes Indenture, or the Senior Unsecured Notes Indenture (as applicable) or (ii) granted or proposed to be granted to the DIP Lenders under the DIP Order; (iii) propose, file, support, or vote for any Alternative Restructuring Proposal; (iii) seek to modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement and the Restructuring Term Sheet; (iv) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any of its Company Claims/Interests against the Company Parties other than in accordance with this Agreement and the Definitive Documents; (v) file any motion, objection, pleading, or other document with the Bankruptcy Court (if applicable) or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement and or the Restructuring Term Sheet (nor directly or indirectly direct any other person to make such filing)Plan; (viv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, the Definitive Documents, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement Agreement; (nor vi) exercise, or direct any other person to initiate such litigation exercise, any right or proceeding);remedy, directly or indirectly, for the enforcement, collection of outstanding debt or guarantees, or recovery of any of the Claims against or Interests in the Company Parties, including in connection with any obligations of the Company Parties under the Prepetition ABL Credit Agreement, the Term Loan Credit Agreement, the Senior Secured Notes Indenture, and/or the Senior Unsecured Notes Indenture, the ABL Guaranty Agreement and/or the Term Loan Credit Guaranty Agreement that are in effect on or prior to the Execution Date or that may arise after the Execution Date; or (vii) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their Assetsassets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code (nor directly or indirectly direct any other person to take such action); or (viii) exercise any right or remedy for the enforcement, collection, or recovery of any of its Company Claims/Interests other than in accordance with this Agreement and the Definitive Documents (nor directly or indirectly direct any other person to take exercise such right or remedy)Code. (c) Solely upon the occurrence of the Plan Effective Date, each Consenting Stakeholder agrees to release, waive, and discharge any and all Claims and Causes of Action it may have against the Released Parties, subject to the limits set forth in the definition of “Released Party” and/or Article VIII.D of the Plan.

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, but subject to the terms and conditions of this Agreement, each Consenting Stakeholder agrees severally, and not jointly, agrees, in respect of all of its Company Claims/Interests, to: (i) agree by execution of this Agreement support and the effectiveness of this Agreement to (A) consent and to be deemed to have consented to the incurrence of the DIP ABL Facility on the terms set forth in the DIP Term Sheet and the DIP ABL Facility Documents and the DIP Term Loan Facility on the terms set forth in the DIP Term Sheet; (B) consent to the use of cash collateral pursuant to the DIP Orders; and (C) if necessary, give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the foregoing; (ii) support the Restructuring Transactions and vote or consent and not object, to the extent applicable, all Company Claims/Interests owned by or held by such Consenting Stakeholder and exercise any powers or rights available to it (provided, that such powers or rights are necessary to achieve the support and consent of such Consenting Stakeholders), subject to terms hereof (including in any board, shareholders’, stockholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent reasonably necessary to implement the Restructuring Transactions, in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement and the Definitive Documents, as applicable; (ii) use commercially reasonable efforts to cooperate with and assist the Company Parties, or their direct or indirect subsidiaries, in obtaining additional support for the Restructuring Transactions from the Company Parties’ (or their direct or indirect subsidiaries) other stakeholders; (iii) use commercially reasonable efforts to give any reasonable notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; (iv) support the Company Parties’ efforts to obtain any and all required regulatory and/or third-party approvals for the Restructuring Transactions; (v) use commercially reasonable efforts to cooperate in good faith with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (vi) validly and timely deliver, and not withdraw, the consents, proxies, signature pages, tenders, ballots, or other means of voting or participation in the Restructuring Transactions (including directing its nominee or custodian, if applicable, on behalf of itself and the accounts, funds, or Affiliates for which it is acting as investment advisor, sub-advisor, or manager to validly and timely deliver and not withdraw) with respect to all of Company Claims/Interests owned by or held by such Consenting Stakeholder; and (viiiv) negotiate in good faith and use commercially reasonable efforts to execute, deliver, execute (where applicable) and implement the Definitive Documents Documents—and any other necessary agreements that are consistent with this Agreement to which it is a party in a timely manner required to effectuate and consummate the Restructuring Transactions as contemplated by Transactions—that are consistent with this Agreement. (b) During the Agreement Effective Period, each Consenting Stakeholder agrees severally, and not jointly, agrees, in respect of all of its Company Claims/Interests, that it shall not directly or indirectly:indirectly (including directing or encouraging any person or entity to): (i) object to, delay, impede, or take any other action that would reasonably be expected to materially interfere with acceptance, implementation, or consummation of the Restructuring Transactions (including, among other things, the Escrow Release and Escrow Payment)Transactions; (ii) propose, file, support, or vote for any Alternative Restructuring Proposal; (iii) seek to modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement and the Restructuring Term Sheet; (iv) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any of its Company Claims/Interests against the Company Parties other than in accordance with this Agreement and the Definitive Documents; (v) file any motion, objection, pleading, or other document with the Bankruptcy Court (if applicable) or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement and or the Restructuring Term Sheet (nor directly or indirectly direct any other person to make such filing)Plan; (viiv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind that is materially inconsistent with respect to this Agreement, the Definitive Documents, Agreement or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than (it being understood, for the avoidance of doubt, that any litigation or proceeding to enforce this Agreement or any Definitive Document or that is otherwise permitted under this Agreement (nor direct any other person shall not be construed to initiate such litigation be inconsistent with this Agreement or proceedingthe Restructuring Transactions); (viiv) (A) take (directly or indirectly) any Enforcement Actions, including (x) sue, claim, institute or continue any legal process in the exercise of rights and remedies on account of, (y) seek recovery or demand cash cover in respect of (including by exercising any set-off save as required by law), or (z) petition for or support any corporate action, legal process or other proceeding in connection with any Insolvency Proceeding of any Company Party in connection with, all or any part of any Company Claims/Interests; (B) direct or encourage any person to take any action described in the preceding clause (A); or (C) vote or direct any proxy appointed by it to vote in favor of any such action described in the preceding clause (A), in each case except as contemplated by this Agreement or the Definitive Documents or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Stakeholders; and (vi) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their Assetsassets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code (nor directly or indirectly direct any other person to take such action); or (viii) exercise any right or remedy for the enforcementCode, collection, or recovery of any of its Company Claims/Interests other than in accordance with as permitted by this Agreement and the Definitive Documents (nor directly or indirectly direct any other person to take exercise such right or remedy)Agreement. (c) Solely upon the occurrence of the Plan Effective Date, each Consenting Stakeholder agrees to release, waive, and discharge any and all Claims and Causes of Action it may have against the Released Parties, subject to the limits set forth in the definition of “Released Party” and/or Article VIII.D of the Plan.

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder severally, and not jointly, agrees, in respect of all of its Company Claims/Equity Interests, to: (i) agree by execution of this Agreement and the effectiveness of this Agreement to (A) consent and to be deemed to have consented to the incurrence of the DIP ABL Facility on the terms set forth in the DIP Term Sheet and the DIP ABL Facility Documents and the DIP Term Loan Facility on the terms set forth in the DIP Term Sheet; (B) consent to the use of cash collateral pursuant to the DIP Orders; and (C) if necessary, give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the foregoing; (ii) support the Restructuring Transactions Transactions, act in good faith, and vote or consent and not object, to the extent applicable, all Company Claims/Equity Interests owned by owned, held, or held otherwise controlled by such Consenting Stakeholder and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions; (iii) give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; (iv) support the Company Parties’ efforts to obtain any and all required regulatory and/or third-party approvals for the Restructuring Transactions; (vii) use commercially reasonable efforts to cooperate in good faith with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (viiii) validly and timely deliveruse commercially reasonable efforts to oppose any party or person from taking any actions contemplated in Section 4.02(b)(ii); (iv) give any notice, and not withdraworder, the consents, proxies, signature pages, tenders, ballotsinstruction, or other means of voting or participation in direction to the applicable Agent/Trustee necessary to give effect to the Restructuring Transactions (including directing its nominee or custodian, if applicable, on behalf of itself and the accounts, funds, or Affiliates for which it is acting as investment advisor, sub-advisor, or manager to validly and timely deliver and not withdraw) with respect to all of Company Claims/Interests owned by or held by such Consenting StakeholderTransactions; and (viiv) negotiate in good faith and use commercially reasonable efforts to execute, deliver, execute and implement the Definitive Documents and any other necessary agreements that are consistent with this Agreement to which it is required to be a party in a timely manner to effectuate and consummate the Restructuring Transactions as contemplated by this Agreementparty. (b) During the Agreement Effective Period, each Consenting Stakeholder severally, and not jointly, agrees, in respect of all of its Company Claims/Equity Interests, that it shall not directly or indirectly: (i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions (including, among other things, the Escrow Release and Escrow Payment)Transactions; (ii) object to, delay, impede, or take any other action to interfere with entry of any Sale Document and/or consummation of, if any, Sale Transaction; (iii) propose, file, support, or vote (or allow any proxy appointed by it to vote) for any Alternative Restructuring Proposal; (iii) seek to modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement and the Restructuring Term Sheet; (iv) exercise, execute or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any of its Company Claims/Interests against the Company Parties other than in accordance with this Agreement and the Definitive Documents; (v) file any motion, objection, pleading, or other document with the Bankruptcy Court (if applicable) or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement and and/or the Restructuring Term Sheet (nor directly or indirectly direct any other person or Entity to make such filing); (viv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, the Definitive Documents, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement (nor directly or indirectly direct any other person or Entity to make such filing); (vi) object to any First Day Pleadings and “second day” pleadings consistent with this Agreement filed by the Debtors in furtherance of the Restructuring Transactions, including any motion seeking approval of the DIP Facility on the terms set forth herein and the DIP Credit Agreement; (vii) object to or commence any legal proceeding challenging the liens or claims (including the priority thereof) granted or proposed to be granted to the DIP Commitment Parties under the DIP Orders; (viii) exercise, or direct any other person to initiate such litigation exercise (either directly or proceedingindirectly), any right or remedy for the enforcement, collection, or recovery of any of its Company Claims/Equity Interests; (viiix) announce publicly their intention to not support the Restructuring Transactions; (x) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their Assetsassets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code (nor directly or indirectly direct any other person to take such action)Code; or (viiixi) exercise take any right or remedy for action that is inconsistent in any material respect with the enforcement, collection, or recovery of any of its Company Claims/Interests other than in accordance with this Agreement and the Definitive Documents (nor directly or indirectly direct any other person to take exercise such right or remedy)Restructuring Transactions. (c) Solely upon the occurrence of the Plan Effective Date, each Consenting Stakeholder agrees to release, waive, and discharge any and all Claims and Causes of Action it may have against the Released Parties, subject to the limits set forth in the definition of “Released Party” and/or Article VIII.D of the Plan.

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder agrees, severally, and not jointly, agreesjointly and severally, in respect of itself and all of its Company Claims/Interests, to: (i) agree by execution of this Agreement and support the effectiveness of this Agreement to (A) consent and to be deemed to have consented to the incurrence of the DIP ABL Facility Restructuring Transactions, on the terms set forth in the DIP Term Sheet and the DIP ABL Facility Documents and the DIP Term Loan Facility on the terms set forth in the DIP Term Sheet; (B) consent subject to the conditions of this Agreement, and, subject to Section 5.02 of this Agreement, vote and use of cash collateral pursuant commercially reasonable efforts to the DIP Orders; and (C) if necessary, give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the foregoing; (ii) support the Restructuring Transactions and vote or consent and not object, to the extent applicable, all Company Claims/Interests owned by or held by such Consenting Stakeholder and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent reasonably requested and necessary to implement the Restructuring Transactions; (iii) give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; (iv) support the Company Parties’ efforts to obtain any and all required regulatory and/or third-party approvals for the Restructuring Transactions; (vii) use commercially reasonable efforts to cooperate in good faith with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (viiii) validly and timely delivergive any notices, and not withdraworders, the consents, proxies, signature pages, tenders, ballotsinstructions, or other means of voting or participation in directions to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions on the terms and subject to the conditions of this Agreement; provided that no Consenting Noteholder or Consenting RCF Lender shall be required hereunder to provide such Prepetition Senior Secured Notes Trustees, or any other person, with any indemnities or similar undertakings in connection with taking any such action or incur any fees or expenses in connection therewith; (iv) forbear from the exercise of its rights (including directing any right of set-off) or remedies it may have under the agreements governing its nominee or custodianCompany Claims/Interests, if as applicable, on behalf of itself and the accountsunder applicable U.S. or foreign law or otherwise, fundsin each case, or Affiliates for which it is acting as investment advisor, sub-advisor, or manager to validly and timely deliver and not withdraw) with respect to all any breaches, defaults, events of default, or potential defaults by the Company Claims/Interests owned by Parties or held by its co-obligors (including, for avoidance of doubt, the Consenting Physician-Owned Entities and the Consenting Non-Debtor Hospital Partner Entities). As applicable, each Consenting Stakeholder further agrees that if any applicable administrative agent or collateral agent takes any action inconsistent with any such Consenting Stakeholder’s obligations under this Agreement, such Consenting Stakeholder shall use commercially reasonable efforts to cause such administrative agent or collateral agent to cease and refrain from taking such actions; and (viiv) negotiate in good faith and use commercially reasonable efforts to execute, deliver, execute and implement the Definitive Documents and any other necessary agreements that are consistent with this Agreement Agreement, including, with respect to which it is a party in a timely manner to effectuate the Consenting Physician-Owned Entities and consummate the Restructuring Transactions as contemplated by this AgreementConsenting Non-Debtor Hospital Partner Entities, the New Debt Facilities Guarantees. (b) During the Agreement Effective Period, each Consenting Stakeholder severallyagrees, severally and not jointly, agreesjointly and severally, in respect of itself and all of its Company Claims/Interests, that it shall not not, other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement, directly or indirectly: (i) object to, delay, impede, or take any other action in a manner inconsistent with this Agreement that is reasonably likely to interfere with acceptance, implementation, or consummation of the Prepackaged Plan or the Restructuring Transactions (including, among other things, the Escrow Release and Escrow Payment)Transactions; (ii) solicit, propose, file, support, or vote for any Alternative Restructuring Proposal; (iii) seek to modify the Definitive Documents, in whole or in part, in a manner that is not consistent inconsistent with this Agreement and the Restructuring Term SheetPrepackaged Plan; (iv) exercisepropose, support, or file, or direct any other person Agent/Trustee to exercisepropose, any right or remedy for the enforcement, collectionsupport, or recovery of any of its Company Claims/Interests against the Company Parties other than in accordance with this Agreement and the Definitive Documents; (v) file any motion, objection, pleading, or other document with the Bankruptcy Court or any other court seeking entry of an order authorizing, indirectly or directly, any use of Cash Collateral or debtor-in-possession financing other than as proposed in this Agreement or the DIP Orders; (if applicablev) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement and the Restructuring Term Sheet (nor directly or indirectly direct any other person to make such filing)Prepackaged Plan; (vi) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, the Definitive DocumentsPrepackaged Plan, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement Agreement; (nor vii) exercise, or direct any other person to initiate such litigation exercise, any right or proceeding)remedy for the enforcement, collection, or recovery of any Claims against or Interests in the Company Parties; (viiviii) terminate the Prepetition Swap Agreement; or (ix) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their Assetsassets, wherever located, or interfere with seek to modify or lift the automatic stay arising under section 362 of the Bankruptcy Code (nor directly or indirectly direct any other person to take such action); or (viii) exercise any right or remedy for the enforcement, collection, or recovery of any of its Company Claims/Interests other than in accordance with this Agreement and the Definitive Documents (nor directly or indirectly direct any other person to take exercise such right or remedy)Code. (c) Solely upon the occurrence of the Plan Effective Date, each Consenting Stakeholder agrees to release, waive, and discharge any and all Claims and Causes of Action it may have against the Released Parties, subject to the limits set forth in the definition of “Released Party” and/or Article VIII.D of the Plan.