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

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, subject to Section 4.03 of this Agreement, each Consenting Stakeholder agrees, in respect of all of its Company Claims/Interests, to: (i) support the Restructuring Transactions (to the extent set forth in the Plan) and the Sale Transaction as contemplated by this Agreement and use commercially reasonable efforts to vote 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 and the Sale Transaction; (ii) support use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order or the DIP Financing Order; (iii) support entry into the DIP ABL Facility on the terms set forth in the ABL Commitment Letter; (iv) support entry into the DIP Term Facility on the terms set forth in the Backstop Commitment Letter and take all other applicable actions required by the Backstop Commitment Letter, including the funding of any backstop commitments on the terms set forth therein; (v) support entry into the Exit Facilities on the terms set forth in the Exit Facility Term Sheet and take all other applicable actions required by the Exit Facility Term Sheet; (vi) use commercially reasonable efforts to cooperate with the Company Parties, subject to applicable Laws and at the Company Parties’ sole cost and expense, in obtaining additional support for the Restructuring Transactions and the Sale Transaction from the Company Parties’ other stakeholders; (vii) give any notice, order, instruction, or direction to the applicable Agents necessary to give effect to the Restructuring Transactions and the Sale Transaction; and (viii) negotiate in good faith and use commercially reasonable efforts to execute and implement, as applicable, the Definitive Documents that are consistent with this Agreement to which it is required to be a party or for which its consent is required. (b) During the Agreement Effective Period, each Consenting Stakeholder 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 that is reasonably likely to interfere with acceptance, implementation, or consummation of the Restructuring Transactions (to the extent set forth in the Plan) or the Sale Transaction; (ii) object to, delay, impede, or take any other action that is reasonably likely to interfere with use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order, entry into or performance under the DIP ABL Facility on the terms set forth in the ABL Commitment Letter, or entry into, performance under, or syndication of the DIP Term Facility on the terms set forth in the Backstop Commitment Letter; (iii) propose, file, support, solicit, or vote for any Alternative Restructuring Proposal (other than the Sale Transaction); provided, for the avoidance of doubt, that nothing in this Section 4.01(b)(iii) shall limit the consultation and approval rights of Consenting Stakeholders set forth in Section 6.01(k) of this Agreement; provided, further, that a Consenting Stakeholder may propose an Alternative Restructuring Proposal to the Company Parties in connection with Section 6.01(k) of this Agreement if such Consenting Stakeholder provides notice of its intent to propose such Alternative Restructuring Proposal (including the terms thereof) to each Initial Consenting Stakeholder at least five (5) Business Days in advance of such proposal; (iv) file or have filed on its behalf any motion, pleading, or other document (including any modifications or amendments thereof) with the Bankruptcy Court or any other court that, in whole or in part, is not materially consistent with this Agreement or the Plan; (v) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against any Company Party or the other Parties in violation of this Agreement with respect to the Chapter 11 Cases, this Agreement, the Restructuring Transactions, or the Sale Transaction other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided that any Consenting Stakeholder may file motions, pleadings or other documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) with respect to its or their rights under any Definitive Document and relating to or arising from matters and rights not specifically set forth in this Agreement, including the Restructuring Term Sheet; (vi) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claim or Interest; or (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 under section 362 of the Bankruptcy Code.

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, subject to Section 4.03 of this Agreement, each Consenting Stakeholder Creditor, severally, and not jointly, agrees, in respect of all of its any Company Claims/Interests, to: (i) support the Restructuring Transactions (and, subject to the extent set forth in the Plan) and the Sale Transaction as contemplated by Section 5.02 of this Agreement Agreement, vote and use commercially reasonable efforts to vote and exercise any powers or rights available to it (including in any board, shareholdersor creditors’, or creditorsshareholders’ meeting (including any Special Meeting), including by proxy vote or otherwise, or in any other 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 or necessary to implement the Restructuring Transactions and the Sale TransactionTransactions; (ii) support use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order or the DIP Financing Order; (iii) support entry into the DIP ABL Facility on the terms set forth in the ABL Commitment Letter; (iv) support entry into the DIP Term Facility on the terms set forth in the Backstop Commitment Letter and take all other applicable actions required by the Backstop Commitment Letter, including the funding of any backstop commitments on the terms set forth therein; (v) support entry into the Exit Facilities on the terms set forth in the Exit Facility Term Sheet and take all other applicable actions required by the Exit Facility Term Sheet; (vi) use commercially reasonable efforts to cooperate with and assist the Company Parties, subject to applicable Laws and at the Company Parties’ sole cost and expense, Parties in obtaining additional support for the Restructuring Transactions and the Sale Transaction from the Company Parties’ other stakeholders; (viiiii) use commercially reasonable efforts to oppose (or join the Company Parties in opposing) any party or person from taking any actions contemplated in Section 5.02(b); (iv) give any notice, order, instruction, or direction to the applicable Agents Agents/Trustees necessary to give effect to the Restructuring Transactions Transactions, in each case in form and substance reasonably acceptable to the Sale Transaction; andapplicable Consenting Creditors; (viiiv) negotiate in good faith and use commercially reasonable efforts to execute and implement, as applicable, effectuate the Definitive Documents that are consistent with this Agreement to which it is required to be a party party; (vi) negotiate in good faith any appropriate additional provisions or agreements to address any legal, financial, or structural impediment that may arise that would prevent, hinder, impede, or delay the consummation of the Restructuring Transactions; provided that, for which its the avoidance of doubt, no Consenting Creditor shall be required to consent to any provisions or agreements that would reasonably result in any change that is requiredadverse to such Consenting Creditor’s rights or treatment in the Plan or Claim Settlement; (vii) with respect to any Consenting Creditor that is expected to receive any Securities of the Equity Issuer in connection with the Restructuring Transactions, use commercially reasonable efforts to support any motion filed by any Company Party in furtherance of obtaining necessary or desirable regulatory approvals for the Restructuring Transactions; and (viii) use commercially reasonable efforts to (1) support any action by the Company Parties to obtain regulatory approvals required or desirable for the consummation of the Restructuring Transactions and (2) provide any and all information needed to effectuate regulatory approvals (subject to reasonable and customary exclusions for privilege and confidentiality). (b) During the Agreement Effective Period, each Consenting Stakeholder Creditor, severally, and not jointly, agrees, in respect of any Securities issued in connection with the Restructuring Transactions, to use commercially reasonable efforts to exercise any powers or rights available to it (including in any board, or creditors’, or shareholders’ meeting (including any Special Meeting), including by proxy vote or otherwise, or in any other 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, desirable, or necessary to implement the Restructuring Transactions; provided, however, that such commitment shall not extend for more than one (1) Business Day after the Effective Date. (c) During the Agreement Effective Period, each Consenting Creditor, 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 that is reasonably likely to interfere with with, acceptance, implementationconsummation, or consummation implementation of the Restructuring Transactions (to the extent set forth in the Plan) or the Sale TransactionTransactions; (ii) object to, delay, impede, or take any other action that is reasonably likely to interfere with use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order, entry into or performance under the DIP ABL Facility on the terms set forth in the ABL Commitment Letter, or entry into, performance under, or syndication of the DIP Term Facility on the terms set forth in the Backstop Commitment Letter; (iii) publicly propose, file, support, solicit, or vote for any Alternative Restructuring Proposal (other than the Sale Transaction); provided, for the avoidance of doubt, that nothing in this Section 4.01(b)(iii) shall limit the consultation and approval rights of Consenting Stakeholders set forth in Section 6.01(k) of this Agreement; provided, further, that a Consenting Stakeholder may propose an Alternative Restructuring Proposal to the Company Parties in connection with Section 6.01(k) of this Agreement if such Consenting Stakeholder provides notice of its intent to propose such Alternative Restructuring Proposal (including the terms thereof) to each Initial Consenting Stakeholder at least five (5) Business Days in advance of such proposalProposal; (iviii) file or have filed on its behalf any motion, pleading, or other document (including any modifications or amendments thereof) with the Bankruptcy Court or any other court that, in whole or in part, is not materially consistent with this Agreement or the Plan; (v) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against any Company Party or the other Parties in violation of this Agreement with respect to the Chapter 11 Cases, this Agreement, the Restructuring Transactions, or the Sale Transaction other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided that any Consenting Stakeholder may file motions, pleadings or other documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is materially inconsistent with this Agreement or the Plan; (iv) initiate, or direct any other person to initiate on its behalf, any litigation or proceeding of any kind with respect to its or their rights under any Definitive Document and relating to or arising from matters and rights not specifically set forth in the Chapter 11 Cases, this Agreement, including or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce, or otherwise in furtherance of, this Agreement, any Definitive Document, or the Restructuring Term SheetTransactions, or as otherwise consistent with this Agreement; (viv) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claim of Claims against or Interest; orInterests in the Company Parties; (viivi) 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; or (vii) take or fail to take any action (except to the extent expressly contemplated by the Plan Term Sheet) if such action or failure to act would cause a change to the tax classification of any Company Party or be expected to cause, individually or in the aggregate, a material adverse tax consequence to the Company Parties without the prior written consent of the Required Consenting Creditors, unless required by applicable Law or accounting standards. (d) For the avoidance of doubt, nothing in this Agreement shall (i) require any Consenting Creditor to consent to, acquiesce in, vote for, support, or not object to any Alternative Restructuring Proposal or any portion thereof, or (ii) limit the right of any Consenting Creditor hereto to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any other Definitive Document.

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, subject to Section 4.03 of this Agreement, each Consenting Stakeholder Creditor, severally, and not jointly, agrees, in respect of all of its any Company Claims/Claims and Interests, to: (i) support the Restructuring Transactions (and, subject to the extent set forth in the Plan) and the Sale Transaction as contemplated by Section 6.02 of this Agreement Agreement, vote and use commercially reasonable efforts to vote and exercise any powers or rights available to it (including in any board, shareholdersor creditors’, or creditorsshareholders’ meeting (including any Special Meeting), including by proxy vote or otherwise, or in any other 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 or necessary to implement the Restructuring Transactions and the Sale TransactionTransactions; (ii) support use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order or the DIP Financing Order; (iii) support entry into the DIP ABL Facility on the terms set forth in the ABL Commitment Letter; (iv) support entry into the DIP Term Facility on the terms set forth in the Backstop Commitment Letter and take all other applicable actions required by the Backstop Commitment Letter, including the funding of any backstop commitments on the terms set forth therein; (v) support entry into the Exit Facilities on the terms set forth in the Exit Facility Term Sheet and take all other applicable actions required by the Exit Facility Term Sheet; (vi) use commercially reasonable efforts to cooperate with the Company Parties, subject to applicable Laws and at the Company Parties’ sole cost and expense, Parties in obtaining additional support for the Restructuring Transactions and the Sale Transaction from the Company Parties’ other stakeholders; (viiiii) use commercially reasonable efforts to oppose (or join the Company Parties in opposing) any party or person from taking any actions contemplated in Section 6.01(b); (iv) give any reasonable notice, order, instruction, or direction to the applicable Agents Agents/Trustees necessary to give effect to the Restructuring Transactions Transactions, in each case in form and substance reasonably acceptable to the Sale Transaction; andapplicable Consenting Creditors; (viiiv) negotiate in good faith and use commercially reasonable efforts to execute and implement, as applicable, effectuate the Definitive Documents that are consistent with this Agreement to which it is required to be a party party; (vi) negotiate in good faith any appropriate additional provisions or agreements to address any legal, financial, or structural impediment that may arise that would prevent, hinder, impede, or delay the consummation of the Restructuring Transactions; provided, for which its the avoidance of doubt, that no Consenting Creditor shall be required to consent to any provisions or agreements that would result in any change that is requiredinconsistent with such Consenting Creditor’s treatment set forth in the Restructuring Term Sheet; (vii) use commercially reasonable efforts to support any action by the Company Parties to obtain regulatory approvals required or desirable for the consummation of the Restructuring Transactions; and (viii) subject to applicable law or regulation, provide any and all information reasonably requested by the Company Parties needed to obtain regulatory approvals required for the consummation of the Restructuring Transactions. (b) During the Agreement Effective Period, each Consenting Stakeholder agreesCreditor, in respect of all of its Company Claims/Interestsseverally, and not jointly, agrees that it shall not directly or indirectly: (i) (1) object to, delay, impede, or take any other action that is reasonably likely to interfere with with, acceptance, implementationconsummation, or consummation implementation of the Restructuring Transactions or (2) direct any Affiliate or any Agent/Trustee to undertake any such action, including any action to undermine the extent set forth enforcement of the Prepetition Intercreditor Agreements (except as otherwise provided in accordance with the Plan) or the Sale TransactionRestructuring Transactions); (ii) object to, delay, impede, or take any other action that is reasonably likely to interfere with use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order, entry into or performance under the DIP ABL Facility on the terms set forth in the ABL Commitment Letter, or entry into, performance under, or syndication of the DIP Term Facility on the terms set forth in the Backstop Commitment Letter; (iii) publicly propose, file, support, solicit, or vote for any Alternative Restructuring Proposal (other than the Sale Transaction); provided, for the avoidance of doubt, that nothing in this Section 4.01(b)(iii) shall limit the consultation and approval rights of Consenting Stakeholders set forth in Section 6.01(k) of this Agreement; provided, further, that a Consenting Stakeholder may propose an Alternative Restructuring Proposal to the Company Parties in connection with Section 6.01(k) of this Agreement if such Consenting Stakeholder provides notice of its intent to propose such Alternative Restructuring Proposal (including the terms thereof) to each Initial Consenting Stakeholder at least five (5) Business Days in advance of such proposalProposal; (iviii) file or have filed on its behalf any motion, pleading, or other document (including any modifications or amendments thereof) with the U.S. Bankruptcy Court or any other court that, in whole or in part, is not materially consistent with this Agreement or the Plan; (v) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against any Company Party or the other Parties in violation of this Agreement with respect to the Chapter 11 Cases, this AgreementCourt, the Restructuring Transactions, or the Sale Transaction other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided that any Consenting Stakeholder may file motions, pleadings or other documents with the Bankruptcy Dutch Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is materially inconsistent with respect to its or their rights under any Definitive Document and relating to or arising from matters and rights not specifically set forth in this Agreement, including the Restructuring Term SheetChapter 11 Plan or the WHOA Plan; (viiv) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claim Claims against or InterestInterests in the Company Parties; orprovided, however, that nothing herein shall be construed to impede the rights of any Consenting Creditor under any of the DIP Documents or any other order of the U.S. Bankruptcy Court; (viiv) 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 U.S. Bankruptcy CodeCode or any moratorium issued in the Dutch Scheme Proceedings except as expressly permitted by this Agreement, the Restructuring Term Sheet or any order of the U.S. Bankruptcy Court; or (vi) take or fail to take any action (except to the extent expressly contemplated by the Restructuring Term Sheet) if such action or failure to act would be expected to cause, individually or in the aggregate, a material adverse tax consequence to the Company Parties without the prior written consent of the Company Parties, unless required by applicable Law. (c) For the avoidance of doubt, nothing in this Agreement shall (i) require any Consenting Creditor to consent to, acquiesce in, vote for, support, or not object to any Alternative Restructuring Proposal or (ii) limit the right of any Consenting Creditor hereto to exercise any right or remedy provided under this Agreement, the U.S. Confirmation Order, the Dutch Sanction Order or any other Definitive Document.

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, subject to Section 4.03 of this Agreement, each Consenting Stakeholder Creditor agrees, severally, and not jointly and severally, in respect of itself and all of its Company Claims/Interests, to: (i) support the Restructuring Transactions (Transactions, on the terms and subject to the extent set forth in the Plan) and the Sale Transaction as contemplated by conditions of this Agreement Agreement, and, subject to Section 5.02, vote and use commercially reasonable efforts to vote 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 and the Sale TransactionTransactions; (ii) support use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order or the DIP Financing Order; (iii) support entry into the DIP ABL Facility on the terms set forth in the ABL Commitment Letter; (iv) support entry into the DIP Term Facility on the terms set forth in the Backstop Commitment Letter and take all other applicable actions required by the Backstop Commitment Letter, including the funding of any backstop commitments on the terms set forth therein; (v) support entry into the Exit Facilities on the terms set forth in the Exit Facility Term Sheet and take all other applicable actions required by the Exit Facility Term Sheet; (vi) use commercially reasonable efforts to cooperate with and assist the Company Parties, subject to applicable Laws and at the Company Parties’ sole cost and expense, Parties in obtaining additional support for the Restructuring Transactions and the Sale Transaction from the Company Parties’ other stakeholders; (viiiii) give any noticenotices, orderorders, instructioninstructions, or direction directions to the applicable Agents 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 any right of set-off) or remedies it may have under the agreements governing its Company Claims/Interests, as applicable, and under applicable U.S. or foreign law or otherwise, in each case, with respect to any breaches, defaults, events of default, or potential defaults by the Company 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 RXR Lender and the Sale Transactionexercise 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 Creditor’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 (viiiv) negotiate in good faith and use commercially reasonable efforts to execute and implement, as applicable, implement the Definitive Documents that are consistent with this Agreement Agreement, including, with respect to which it is required to be a party or for which its consent is requiredthe Consenting Non-Debtor Guarantors, the New Exit Facility Non-Debtor Guarantees. (b) During the Agreement Effective Period, each Consenting Stakeholder Creditor agrees, severally and not jointly 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 Restructuring Transactions (to the extent set forth in the Plan) Prepackaged Plan or the Sale TransactionRestructuring Transactions; (ii) object tosolicit, delay, impede, or take any other action that is reasonably likely to interfere with use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order, entry into or performance under the DIP ABL Facility on the terms set forth in the ABL Commitment Letter, or entry into, performance under, or syndication of the DIP Term Facility on the terms set forth in the Backstop Commitment Letter; (iii) propose, file, support, solicit, or vote for any Alternative Restructuring Proposal Proposal; (other than iii) seek to modify the Sale Transaction); providedDefinitive Documents, for the avoidance of doubtin whole or in part, that nothing in this Section 4.01(b)(iii) shall limit the consultation and approval rights of Consenting Stakeholders set forth in Section 6.01(k) of this Agreement; provided, further, that a Consenting Stakeholder may propose an Alternative Restructuring Proposal to the Company Parties in connection manner inconsistent with Section 6.01(k) of this Agreement if such Consenting Stakeholder provides notice of its intent to propose such Alternative Restructuring Proposal (including and the terms thereof) to each Initial Consenting Stakeholder at least five (5) Business Days in advance of such proposalPrepackaged Plan; (iv) propose, support, or file, or direct any Agent/Trustee to propose, support, or file or have filed on its behalf any motion, 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; (v) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) with the Bankruptcy Court or any other court that, in whole or in part, is not materially consistent with this Agreement or and the Prepackaged Plan; (vvi) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against any Company Party or the other Parties in violation of this Agreement with respect to the Chapter 11 Cases, this Agreement, the Restructuring TransactionsPrepackaged Plan, or the Sale Transaction 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; provided that any Consenting Stakeholder may file motions, pleadings or other documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) with respect to its or their rights under any Definitive Document and relating to or arising from matters and rights not specifically set forth in this Agreement, including the Restructuring Term Sheet; (vivii) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claim Claims against or InterestInterests in the Company Parties; orprovided 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 rights 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 assets, wherever located, or interfere with seek to modify or lift the automatic stay arising under section 362 of the Bankruptcy Code.

General Commitments, Forbearances, and Waivers. (a) During Except as set forth in 6.03, during the Agreement Effective Period, subject to Section 4.03 of this Agreement, each Consenting Stakeholder agrees, in respect of all of its the Company Claims/Interests, Parties agree to: (i) support and take all steps reasonably necessary and desirable to consummate the Restructuring Transactions (in accordance with this Agreement including seeking Court approval of this Agreement pursuant to the extent set forth in the Plan) and the Sale Transaction as contemplated by this Agreement and use commercially reasonable efforts motion to vote 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 and the Sale Transactionapprove Bidding Procedures; (ii) support use of cash collateral by to the Debtors during extent any legal or structural impediment arises that would prevent, hinder, or delay the pendency consummation of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order or the DIP Financing OrderTransactions contemplated herein, take all steps reasonably necessary and desirable to address any such impediment; (iii) support entry into the DIP ABL Facility on the terms set forth in the ABL Commitment Letter; (iv) support entry into the DIP Term Facility on the terms set forth in the Backstop Commitment Letter and take all other applicable actions required by the Backstop Commitment Letter, including the funding of any backstop commitments on the terms set forth therein; (v) support entry into the Exit Facilities on the terms set forth in the Exit Facility Term Sheet and take all other applicable actions required by the Exit Facility Term Sheet; (vi) use commercially reasonable efforts to cooperate with the Company Parties, subject to applicable Laws obtain any and at the Company Parties’ sole cost and expense, in obtaining additional support all required regulatory and/or third-party approvals for the Restructuring Transactions and the Sale Transaction from the Company Parties’ other stakeholdersTransactions; (vii) give any notice, order, instruction, or direction to the applicable Agents necessary to give effect to the Restructuring Transactions and the Sale Transaction; and (viiiiv) negotiate the Definitive Documents in good faith faith, provide counsel for the Consenting Term Lenders commercially reasonably time to review draft copies of all Definitive Documents before filing, and use commercially reasonable efforts to execute and implement, as applicable, deliver the Definitive Documents that are consistent with this Agreement to which it is required to be a party or for which its consent is required. (b) During the Agreement Effective Period, each Consenting Stakeholder agrees, in respect of all of its Company Claims/Interests, that it shall not directly or indirectly: (i) object to, delay, impede, or take and any other action that is reasonably likely required agreements to interfere with acceptance, implementation, or consummation of effectuate and consummate the Restructuring Transactions (to the extent set forth in the Plan) or the Sale Transaction; (ii) object to, delay, impede, or take any other action that is reasonably likely to interfere with use of cash collateral as contemplated by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order, entry into or performance under the DIP ABL Facility on the terms set forth in the ABL Commitment Letter, or entry into, performance under, or syndication of the DIP Term Facility on the terms set forth in the Backstop Commitment Letter; (iii) propose, file, support, solicit, or vote for any Alternative Restructuring Proposal (other than the Sale Transaction); provided, for the avoidance of doubt, that nothing in this Section 4.01(b)(iii) shall limit the consultation and approval rights of Consenting Stakeholders set forth in Section 6.01(k) of this Agreement; provided, further, that a Consenting Stakeholder may propose an Alternative Restructuring Proposal to the Company Parties in connection with Section 6.01(k) of this Agreement if such Consenting Stakeholder provides notice of its intent to propose such Alternative Restructuring Proposal (including the terms thereof) to each Initial Consenting Stakeholder at least five (5) Business Days in advance of such proposal; (iv) file or have filed on its behalf any motion, pleading, or other document (including any modifications or amendments thereof) with the Bankruptcy Court or any other court that, in whole or in part, is not materially consistent with this Agreement or the Plan; (v) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against any Company Party or use commercially reasonable efforts to seek additional support for the Transactions from their other Parties in violation of this Agreement with respect material stakeholders to the Chapter 11 Cases, this Agreement, the Restructuring Transactions, or the Sale Transaction other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided that any Consenting Stakeholder may file motions, pleadings or other documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) with respect to its or their rights under any Definitive Document and relating to or arising from matters and rights not specifically set forth in this Agreement, including the Restructuring Term Sheetextent reasonably prudent; (vi) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery extent the Company becomes aware of any Claim or Interest; orAlternative Transaction, notify the Consenting Term Lenders within (1) Business Day. (vii) object toprovide counsel and advisors for the Consenting Term Lenders, delay, impede, or take any other action upon reasonable advance notice to interfere with the Company Parties’ ownership , timely and possession of their assetsreasonable responses to all diligence requests; provided that the Company Parties shall not be required to distribute or share any documents that are or contain privileged materials, wherever locatedare otherwise subject to work-product or other attorney-client privilege, where applicable law restricts distribution, or interfere with the automatic stay under section 362 is subject to confidentiality obligations of the Bankruptcy CodeCompany Parties that prevent distribution; and (viii) timely file a formal objection to any motion, application, or adversary proceeding challenging the validity, enforceability, perfection, or priority of, or seeking avoidance or subordination of, any portion of the Term Loan Claims.

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, subject to Section 4.03 of this Agreement, 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 set forth in the Plan) and the Sale Transaction as contemplated applicable, all Company Claims/Interests owned by this Agreement and use commercially reasonable efforts to vote 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 and the Sale Transaction; (ii) support use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order or the DIP Financing OrderTransactions; (iii) support entry into the DIP ABL Facility on the terms set forth in the ABL Commitment Letter; (iv) support entry into the DIP Term Facility on the terms set forth in the Backstop Commitment Letter and take all other applicable actions required by the Backstop Commitment Letter, including the funding of any backstop commitments on the terms set forth therein; (v) support entry into the Exit Facilities on the terms set forth in the Exit Facility Term Sheet and take all other applicable actions required by the Exit Facility Term Sheet; (vi) use commercially reasonable efforts to cooperate with the Company Parties, subject to applicable Laws and at the Company Parties’ sole cost and expense, in obtaining additional support for the Restructuring Transactions and the Sale Transaction from the Company Parties’ other stakeholders; (vii) give any notice, order, instruction, or direction to the applicable Agents 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 Sale Transactionaccounts, 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 (viiivii) negotiate in good faith and use commercially reasonable efforts to execute execute, deliver, and implement, as applicable, implement the Definitive Documents and any other necessary agreements that are consistent with this Agreement to which it is required to be a party or for which its consent is requiredin 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 that is reasonably likely to interfere with acceptance, implementation, or consummation of the Restructuring Transactions (to including, among other things, the extent set forth in the Plan) or the Sale TransactionEscrow Release and Escrow Payment); (ii) object to, delay, impede, or take any other action that is reasonably likely to interfere with use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order, entry into or performance under the DIP ABL Facility on the terms set forth in the ABL Commitment Letter, or entry into, performance under, or syndication of the DIP Term Facility on the terms set forth in the Backstop Commitment Letter; (iii) propose, file, support, solicit, or vote for any Alternative Restructuring Proposal (other than the Sale Transaction); provided, for the avoidance of doubt, that nothing in this Section 4.01(b)(iii) shall limit the consultation and approval rights of Consenting Stakeholders set forth in Section 6.01(k) of this Agreement; provided, further, that a Consenting Stakeholder may propose an Alternative Restructuring Proposal to the Company Parties in connection with Section 6.01(k) of this Agreement if such Consenting Stakeholder provides notice of its intent to propose such Alternative Restructuring Proposal (including the terms thereof) to each Initial Consenting Stakeholder at least five (5) Business Days in advance of such proposalProposal; (iviii) file or have filed on its behalf any motion, pleading, or other document (including any modifications or amendments thereof) with seek to modify the Bankruptcy Court or any other court thatDefinitive Documents, in whole or in part, in a manner that is not materially consistent with this Agreement or the Plan; (v) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against any Company Party or the other Parties in violation of this Agreement with respect to the Chapter 11 Cases, this Agreement, the Restructuring Transactions, or the Sale Transaction other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided that any Consenting Stakeholder may file motions, pleadings or other documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) with respect to its or their rights under any Definitive Document and relating to or arising from matters and rights not specifically set forth in this Agreement, including the Restructuring Term Sheet; (viiv) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claim 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 Interest; orother 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 assetsAssets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy CodeCode (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, subject to Section 4.03 of this Agreement, each Consenting Stakeholder agreesTerm Lender agrees (severally and not jointly), in respect of all of its Company Term Loan Claims/Interests, to: (i) support the Restructuring Transactions (to the extent set forth in the Plan) and the Sale Transaction as contemplated by this Agreement and use its commercially reasonable efforts to support the Transaction and to act in good faith and take all reasonable actions necessary to implement and consummate the Transaction in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement, the Plan, and the Bidding Procedures, as applicable; (ii) negotiate in good faith the applicable Definitive Documents and use its commercially reasonable efforts to agree to the form and substance of such Definitive Documents consistent with the terms of this Agreement; 5 As soon as reasonably practicable after closing the Auction, the Debtors shall finalize definitive documentation to implement the terms of the Successful Bid, and, as applicable, cause such definitive documentation to be filed with the Bankruptcy Court. (iii) support the Transactions and vote 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 and the Sale Transaction; (ii) support use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order or the DIP Financing Order; (iii) support entry into the DIP ABL Facility on the terms set forth in the ABL Commitment LetterTransactions; (iv) support entry into direct the DIP Term Facility on Loan Agent (in accordance with the terms set forth in the Backstop Commitment Letter and Term Loan Credit Documentation) to take all other applicable actions required by in furtherance of such Consenting Term Lender’s respective obligations under this Agreement, and if the Backstop Commitment LetterTerm Loan Agent takes any action inconsistent with a Party’s obligations under this Agreement, including the funding of such Party shall promptly direct such Term Loan Agent to cease and refrain from taking any backstop commitments on the terms set forth thereinsuch action; (v) support entry into to the Exit Facilities on extent any legal or structural impediment arises that would prevent, hinder, or delay the terms set forth in consummation of the Exit Facility Term Sheet and Transactions contemplated herein, take all other applicable actions required steps reasonably necessary and desirable to address any such impediment; provided that this Section 5.01(a)(v) shall not require any Consenting Term Lender to take any action for which they will incur additional out of pocket or legal expenses unless reimbursed by the Exit Facility Term SheetCompany Parties; (vi) use commercially reasonable efforts to cooperate with and assist the Company Parties, subject to applicable Laws and at the Company Parties’ sole cost and expense, Parties in obtaining additional support for the Restructuring Transactions and the Sale Transaction from the Company Parties’ other stakeholders; provided that this Section 5.01(a)(vi) shall not require any Consenting Term Lender to take any action for which they will incur additional out of pocket or legal expenses unless reimbursed by the Company Parties; (vii) use commercially reasonable efforts to oppose any party or person from taking any actions contemplated in Section 5.02(b); provided that this Section 5.01(a)(vii) shall not require any Consenting Term Lender to take any action for which they will incur additional out of pocket or legal expenses unless reimbursed by the Company Parties; (viii) give any notice, order, instruction, or direction to the applicable Agents Term Loan Agent (in accordance with the Term Loan Credit Documentation) necessary to give effect to the Restructuring Transactions Transactions; (ix) use commercially reasonable efforts to obtain sixty-six and the Sale Transactiontwo-thirds (66 2/3) percent of Term Loan Lenders to execute and deliver counterpart signature pages to this Agreement; and (viiix) negotiate in good faith and use commercially reasonable efforts to execute and implement, as applicable, implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party or for which its consent is requiredparty. (b) During the Agreement Effective Period, each Consenting Stakeholder agreesTerm Lender agrees (severally and not jointly), in respect of all of its Company Term Loan Claims/Interests, that it shall not directly or indirectly: (i) object to, delay, impede, or take any other action that is reasonably likely to interfere with acceptance, implementation, or consummation of the Restructuring Transactions (to the extent set forth in the Plan) or the Sale TransactionTransactions; (ii) object to, delay, impede, or direct the Term Loan Agent to take any other action that is reasonably likely to interfere inconsistent with use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order, entry into or performance such Consenting Term Lender’s respective obligations under the DIP ABL Facility on the terms set forth in the ABL Commitment Letter, or entry into, performance under, or syndication of the DIP Term Facility on the terms set forth in the Backstop Commitment Letterthis Agreement; (iii) propose, file, support, solicit, or vote for any Alternative Restructuring Proposal (other than the Sale Transaction); provided, for the avoidance of doubt, that nothing in this Section 4.01(b)(iii) shall limit the consultation and approval rights of Consenting Stakeholders set forth in Section 6.01(k) of this Agreement; provided, further, that a Consenting Stakeholder may propose an Alternative Restructuring Proposal to the Company Parties in connection with Section 6.01(k) of this Agreement if such Consenting Stakeholder provides notice of its intent to propose such Alternative Restructuring Proposal (including the terms thereof) to each Initial Consenting Stakeholder at least five (5) Business Days in advance of such proposal; (iv) file or have filed on its behalf any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) with the Bankruptcy Court or any other court that, in whole or in part, is not materially consistent with this Agreement or the Plan; (viv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against any Company Party or the other Parties in violation of this Agreement with respect to the Chapter 11 Cases, this Agreement, the Restructuring Transactions, or the Sale Transaction other 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; provided that any Consenting Stakeholder may file motions, pleadings or other documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) with respect to its or their rights under any Definitive Document and relating to or arising from matters and rights not specifically set forth in this Agreement, including the Restructuring Term Sheet; (viv) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claim of Claims against or InterestInterests in the Company Parties (vi) exercise, or direct the Term Loan Agent to exercise, any rights pursuant to section 363(k) of the Bankruptcy Code to credit bid an amount greater than the Reserve Price at any Auction; or (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.

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, subject to Section 4.03 of this Agreement, each Consenting Stakeholder Creditor agrees, in respect of all of its Company Claims/Interests, to: (i) support the Restructuring Transactions (to the extent set forth in the Plan) and the Sale Transaction as contemplated by this Agreement and use commercially reasonable efforts to vote 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 and the Sale TransactionTransactions; (ii) support use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order or the DIP Financing Order; (iii) support entry into the DIP ABL Facility on the terms set forth in the ABL Commitment Letter; (iv) support entry into the DIP Term Facility on the terms set forth in the Backstop Commitment Letter and take all other applicable actions required by the Backstop Commitment Letter, including the funding of any backstop commitments on the terms set forth therein; (v) support entry into the Exit Facilities on the terms set forth in the Exit Facility Term Sheet and take all other applicable actions required by the Exit Facility Term Sheet; (vii) use commercially reasonable efforts to cooperate with and assist the Company Parties, subject to applicable Laws and at the Company Parties’ sole cost and expense, Parties in obtaining additional support for the Restructuring Transactions and the Sale Transaction from the Company Parties’ other stakeholders; (viiii) use commercially reasonable efforts to oppose any party or person from taking any actions contemplated in Section ‎5.02(b); (iii) give any notice, order, instruction, or direction to the applicable Agents Agents/Trustees necessary to give effect to the Restructuring Transactions and the Sale TransactionTransactions; and (viiiii) negotiate in good faith and use commercially reasonable efforts to execute and implement, as applicable, implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party or for which its consent is requiredparty. (b) During the Agreement Effective Period, each Consenting Stakeholder Creditor 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 that is reasonably likely to interfere with acceptance, implementation, or consummation of the Restructuring Transactions (to the extent set forth in the Plan) or the Sale TransactionTransactions; (ii) object to, delay, impede, or take any other action that is reasonably likely to interfere with use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order, entry into or performance under the DIP ABL Facility on the terms set forth in the ABL Commitment Letter, or entry into, performance under, or syndication of the DIP Term Facility on the terms set forth in the Backstop Commitment Letter; (iii) propose, file, support, solicit, or vote for any Alternative Restructuring Proposal (other than the Sale Transaction); provided, for the avoidance of doubt, that nothing in this Section 4.01(b)(iii) shall limit the consultation and approval rights of Consenting Stakeholders set forth in Section 6.01(k) of this Agreement; provided, further, that a Consenting Stakeholder may propose an Alternative Restructuring Proposal to the Company Parties in connection with Section 6.01(k) of this Agreement if such Consenting Stakeholder provides notice of its intent to propose such Alternative Restructuring Proposal (including the terms thereof) to each Initial Consenting Stakeholder at least five (5) Business Days in advance of such proposalProposal; (iviii) file or have filed on its behalf any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) with the Bankruptcy Court or any other court that, in whole or in part, is not materially consistent with this Agreement or the Plan; (viv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against any Company Party or the other Parties in violation of this Agreement with respect to the Chapter 11 Cases, this Agreement, the Restructuring Transactions, or the Sale Transaction 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; provided that any Consenting Stakeholder may file motions, pleadings or other documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) with respect to its or their rights under any Definitive Document and relating to or arising from matters and rights not specifically set forth in this Agreement, including the Restructuring Term Sheet; (vi) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claim or Interest; or (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 under section 362 of the Bankruptcy Code.

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, but subject to Section 4.03 the terms and conditions of this Agreement, each Consenting Stakeholder agreesagrees severally, and not jointly, in respect of all of its Company Claims/Interests, to: (i) support and consent to the Restructuring Transactions (to the extent set forth in the Plan) and the Sale Transaction as contemplated by this Agreement and use commercially reasonable efforts to vote 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 Transactions, in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement and the Sale TransactionDefinitive Documents, as applicable; (ii) support use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order or the DIP Financing Order; (iii) support entry into the DIP ABL Facility on the terms set forth in the ABL Commitment Letter; (iv) support entry into the DIP Term Facility on the terms set forth in the Backstop Commitment Letter and take all other applicable actions required by the Backstop Commitment Letter, including the funding of any backstop commitments on the terms set forth therein; (v) support entry into the Exit Facilities on the terms set forth in the Exit Facility Term Sheet and take all other applicable actions required by the Exit Facility Term Sheet; (vi) use commercially reasonable efforts to cooperate with and assist the Company Parties, subject to applicable Laws and at the Company Parties’ sole cost and expenseor their direct or indirect subsidiaries, in obtaining additional support for the Restructuring Transactions and the Sale Transaction from the Company Parties’ (or their direct or indirect subsidiaries) other stakeholders; (viiiii) use commercially reasonable efforts to give any reasonable notice, order, instruction, or direction to the applicable Agents Agents/Trustees necessary to give effect to the Restructuring Transactions and the Sale TransactionTransactions; and (viiiiv) negotiate in good faith and use commercially reasonable efforts to execute (where applicable) and implement, as applicable, implement the Definitive Documents Documents—and any other agreements required to effectuate and consummate the Restructuring Transactions—that are consistent with this Agreement to which it is required to be a party or for which its consent is requiredAgreement. (b) During the Agreement Effective Period, each Consenting Stakeholder agreesagrees severally, and not jointly, 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 is would reasonably likely be expected to materially interfere with acceptance, implementation, or consummation of the Restructuring Transactions (to the extent set forth in the Plan) or the Sale TransactionTransactions; (ii) object to, delay, impede, or take any other action that is reasonably likely to interfere with use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order, entry into or performance under the DIP ABL Facility on the terms set forth in the ABL Commitment Letter, or entry into, performance under, or syndication of the DIP Term Facility on the terms set forth in the Backstop Commitment Letter; (iii) propose, file, support, solicit, or vote for any Alternative Restructuring Proposal (other than the Sale Transaction); provided, for the avoidance of doubt, that nothing in this Section 4.01(b)(iii) shall limit the consultation and approval rights of Consenting Stakeholders set forth in Section 6.01(k) of this Agreement; provided, further, that a Consenting Stakeholder may propose an Alternative Restructuring Proposal to the Company Parties in connection with Section 6.01(k) of this Agreement if such Consenting Stakeholder provides notice of its intent to propose such Alternative Restructuring Proposal (including the terms thereof) to each Initial Consenting Stakeholder at least five (5) Business Days in advance of such proposalProposal; (iviii) file or have filed on its behalf any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) with the Bankruptcy Court or any other court that, in whole or in part, is not materially consistent with this Agreement or the Plan; (viv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind that is materially inconsistent with this Agreement or the Restructuring Transactions contemplated herein against any the Company Party Parties or the other Parties in violation (it being understood, for the avoidance of this Agreement with respect to the Chapter 11 Casesdoubt, this Agreement, the Restructuring Transactions, that any litigation or the Sale Transaction other than proceeding to enforce this Agreement or any Definitive Document or as that is otherwise permitted under this Agreement; provided that any Consenting Stakeholder may file motions, pleadings Agreement shall not be construed to be inconsistent with this Agreement or other documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) with respect to its or their rights under any Definitive Document and relating to or arising from matters and rights not specifically set forth in this Agreement, including the Restructuring Term SheetTransactions); (viv) exercise(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 other person proxy appointed by it to exercisevote in favor of any such action described in the preceding clause (A), any right in each case except as contemplated by this Agreement or remedy the Definitive Documents or as otherwise agreed in writing to be necessary or desirable for the enforcement, collection, or recovery implementation of any Claim or Interestthe Restructuring Transactions by the Company Parties and the Required Consenting Stakeholders; orand (viivi) 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, other than as permitted by this Agreement.

General Commitments, Forbearances, and Waivers. (a) During Except as set forth in Section 5, during the Agreement Effective Period, subject to Section 4.03 of this Agreement, each Consenting Stakeholder agreesCreditor, severally, and not jointly, agrees in respect of all of its Company Claims/Interests, Interests pursuant to this Agreement to: (i) use commercially reasonable efforts to support the Restructuring Transactions Transactions; (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 Plan and its actual receipt of the Solicitation Materials and the ballot; (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) and indicating such election; (iv) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any such vote or election; provided, however, that nothing in this Agreement shall prevent any First Lien Credit Agreement Lender from changing, withholding, amending or revoking (or causing the Sale Transaction same) its timely consent or vote with respect to the Plan if this Agreement has been terminated with respect to such First Lien Credit Agreement Lender, if any First Lien Credit Agreement Lender has not timely received a Forbearance Fee in accordance with Section 6.04 hereof or at any time following the expiration of the Agreement Effective Period; provided further, that, no Consenting Creditor shall be obligated to waive (to the extent waivable by such Consenting Creditor) any condition to the consummation of any part of the Restructuring set forth in any Definitive Document; and (v) forbear from exercising remedies on account of its Collateral (as define in the Intercreditor Agreement) other than as contemplated by this Agreement and use commercially reasonable efforts to vote 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 and the Sale Transaction; (ii) support use of cash collateral as otherwise permitted by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order or the DIP Financing Order; (iii) support entry into the DIP ABL Facility on the terms set forth in the ABL Commitment Letter; (iv) support entry into the DIP Term Facility on the terms set forth in the Backstop Commitment Letter and take all other applicable actions required by the Backstop Commitment Letter, including the funding of any backstop commitments on the terms set forth therein; (v) support entry into the Exit Facilities on the terms set forth in the Exit Facility Term Sheet and take all other applicable actions required by the Exit Facility Term Sheet; (vi) use commercially reasonable efforts to cooperate with the Company Parties, subject to applicable Laws and at the Company Parties’ sole cost and expense, in obtaining additional support for the Restructuring Transactions and the Sale Transaction from the Company Parties’ other stakeholders; (vii) give any notice, order, instruction, or direction to the applicable Agents necessary to give effect to the Restructuring Transactions and the Sale Transaction; and (viii) negotiate in good faith and use commercially reasonable efforts to execute and implement, as applicable, the Definitive Documents that are consistent with this Agreement to which it is required to be a party or for which its consent is requiredDocuments. (b) During Except as set forth in Section 5, during the Agreement Effective Period, each Consenting Stakeholder agreesCreditor, severally, and not jointly, agrees in respect of all of its Company Claims/Interests, Interests pursuant to this Agreement that it shall not not, directly or indirectly: (i) object to, delay, impede, or take any other action that is reasonably likely to interfere with delay or impede the acceptance, implementation, or consummation of the Restructuring Transactions (to the extent set forth in the Plan) or the Sale Transactionconsistent with this Agreement; (ii) object to, delay, impede, or take any other action that is reasonably likely to interfere with use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order, entry into or performance under the DIP ABL Facility on the terms set forth in the ABL Commitment Letter, or entry into, performance under, or syndication of the DIP Term Facility on the terms set forth in the Backstop Commitment Letter; (iii) propose, file, support, solicit, or vote for any Alternative Restructuring Proposal (other than the Sale Transaction); provided, for the avoidance of doubt, that nothing in this Section 4.01(b)(iii) shall limit the consultation and approval rights of Consenting Stakeholders set forth in Section 6.01(k) of this Agreement; provided, further, that a Consenting Stakeholder may propose an Alternative Restructuring Proposal to the Company Parties in connection with Section 6.01(k) of this Agreement if such Consenting Stakeholder provides notice of its intent to propose such Alternative Restructuring Proposal (including the terms thereof) to each Initial Consenting Stakeholder at least five (5) Business Days in advance of such proposalProposal; (iviii) file or have filed on its behalf any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) with the Bankruptcy Court or any other court that, in whole or in part, is not materially consistent with violates the terms of this Agreement or the PlanAgreement; (viv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against any Company Party or the other Parties in violation of this Agreement with respect to the Chapter 11 Cases, this Agreement, the Restructuring Transactions, or the Sale Transaction other Restructuring Transactions contemplated herein against the Company Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided that any Consenting Stakeholder may file motions, pleadings or other documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) with respect to its or their rights under any Definitive Document and relating to or arising from matters and rights not specifically set forth in this Agreement, including the Restructuring Term Sheet; (viv) exercisesubject to the terms of the Cash Collateral Order, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claim or Interest; or (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; (vi) subject to the terms of the Cash Collateral Order, direct any administrative agent or collateral agent (as applicable) to take any action inconsistent with such Consenting Creditor’s obligations under this Agreement, and, if any applicable administrative agent or collateral agent takes any action inconsistent with such Consenting Creditor’s obligations under this Agreement, such Consenting Creditor shall use its commercially reasonable efforts to request that such administrative agent or collateral agent cease and refrain from taking any such action; (vii) except as set forth in Section 5, during the Agreement Effective Period, each Consenting Creditor 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 consistent with this Agreement, other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; or (viii) exercise any remedies on account of its Collateral (as defined in the Intercreditor Agreement), other than pursuant to this Agreement or otherwise as permitted by the Cash Collateral Order and the Definitive Documents.

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, subject to Section 4.03 of this Agreement, each Consenting Stakeholder Lender agrees, severally, and not jointly, in respect of all of its Company Claims/Interests, to: (i) support the Restructuring Transactions (to the extent set forth in the PlanA) and the Sale Transaction as contemplated by this Agreement and use commercially reasonable efforts and timely take all reasonable actions necessary to support, implement and consummate the Out-of-Court-Restructuring, and (B) to the extent the Consent Threshold has not been obtained by the Out-of-Court Toggle Date or the other conditions of the Out-of-Court Restructuring have not been satisfied so as to permit consummation of the Out-of-Court Restructuring prior to the Out-of-Court Restructuring Outside Date, timely take all reasonable actions necessary to support, implement and consummate the In-Court Restructuring, including (as applicable) (1) consent to the amendments to the Term Loan Agreement and participate in the exchange of the existing Term Loans into the New Term Loans, and (2) vote all Company Claims/Interests owned or held by such Consenting Lender 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; provided that no Consenting Lender shall be obligated to waive (to the extent waivable by such Consenting Lender) any condition to the consummation of any part of the Restructuring Transactions and the Sale Transactionset forth in any Definitive Document; (ii) support use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order or the DIP Financing Order; (iii) support entry into the DIP ABL Facility on the terms set forth in the ABL Commitment Letter; (iv) support entry into the DIP Term Facility on the terms set forth in the Backstop Commitment Letter and take all other applicable actions required by the Backstop Commitment Letter, including the funding of any backstop commitments on the terms set forth therein; (v) support entry into the Exit Facilities on the terms set forth in the Exit Facility Term Sheet and take all other applicable actions required by the Exit Facility Term Sheet; (vi) use commercially reasonable efforts to cooperate with and assist the Company Parties, subject to applicable Laws and at the Company Parties’ sole cost and expense, Parties in obtaining additional support for the Restructuring Transactions and the Sale Transaction from the Company Parties’ other stakeholders; (viiiii) use commercially reasonable efforts to oppose any Person from taking any actions contemplated in Section 5.02(b); (iv) give any notice, order, instruction, or direction to the applicable Agents Term Loan Agent necessary to give effect to the Restructuring Transactions and the Sale TransactionTransactions; provided, that such Consenting Lender shall not be required to provide such Term Loan Agent or any other Person with any indemnities or similar undertakings in connection with taking any such action; and (viiiv) negotiate in good faith and use commercially reasonable efforts to execute and execute, deliver, perform its obligations under, implement, as applicable, and consummate the transactions contemplated by the Definitive Documents that are consistent with this Agreement to which it is required to be a party or for which its consent is requiredparty. (b) During the Agreement Effective Period, each Consenting Stakeholder Lender agrees, severally, and not jointly, 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 that is reasonably likely to interfere with acceptance, implementation, or consummation of the Restructuring Transactions (to the extent set forth in the Plan) or the Sale TransactionTransactions; (ii) object topropose, delayfile, impede, support or take vote for any other action that is reasonably likely to interfere with use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order, entry into or performance under the DIP ABL Facility on the terms set forth in the ABL Commitment Letter, or entry into, performance under, or syndication of the DIP Term Facility on the terms set forth in the Backstop Commitment LetterAlternative Restructuring; (iii) propose, file, support, solicit, or vote for any Alternative Restructuring Proposal (other than the Sale Transaction); provided, for the avoidance of doubt, that nothing in this Section 4.01(b)(iii) shall limit the consultation and approval rights of Consenting Stakeholders set forth in Section 6.01(k) of this Agreement; provided, further, that a Consenting Stakeholder may propose an Alternative Restructuring Proposal to the Company Parties in connection with Section 6.01(k) of this Agreement if such Consenting Stakeholder provides notice of its intent to propose such Alternative Restructuring Proposal (including the terms thereof) to each Initial Consenting Stakeholder at least five (5) Business Days in advance of such proposal; (iv) file or have filed on its behalf any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) with the Bankruptcy Court or any other court that, in whole or in part, is not materially consistent with this Agreement or the Plan; (viv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against any Company Party or the other Parties in violation of this Agreement with respect to the Chapter 11 Cases, this Agreement, the Restructuring Transactions, or the Sale Transaction 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; provided that any Consenting Stakeholder may file motions, pleadings or other documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) with respect to its or their rights under any Definitive Document and relating to or arising from matters and rights not specifically set forth in this Agreement, including the Restructuring Term Sheet; (viv) exercise, or direct any other person Person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claim Claims against or InterestInterests in the Company Parties; or (viivi) 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.

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, subject to Section 4.03 of this Agreement, each Consenting Stakeholder agrees, in respect of all of its Company Claims/Equity Interests, to: (i) support the Restructuring Transactions (to the extent set forth Transactions, act in the Plan) good faith, and the Sale Transaction as contemplated vote all Company Claims/Equity Interests owned, held, or otherwise controlled by this Agreement and use commercially reasonable efforts to vote 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 and the Sale TransactionTransactions; (ii) support use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order or the DIP Financing Order; (iii) support entry into the DIP ABL Facility on the terms set forth in the ABL Commitment Letter; (iv) support entry into the DIP Term Facility on the terms set forth in the Backstop Commitment Letter and take all other applicable actions required by the Backstop Commitment Letter, including the funding of any backstop commitments on the terms set forth therein; (v) support entry into the Exit Facilities on the terms set forth in the Exit Facility Term Sheet and take all other applicable actions required by the Exit Facility Term Sheet; (vi) use commercially reasonable efforts to cooperate with and assist the Company Parties, subject to applicable Laws and at the Company Parties’ sole cost and expense, Parties in obtaining additional support for the Restructuring Transactions and the Sale Transaction from the Company Parties’ other stakeholders; (viiiii) use commercially reasonable efforts to oppose any party or person from taking any actions contemplated in Section 4.02(b)(ii); (iv) give any notice, order, instruction, or direction to the applicable Agents Agent/Trustee necessary to give effect to the Restructuring Transactions and the Sale TransactionTransactions; and (viiiv) negotiate in good faith and use commercially reasonable efforts to execute and implement, as applicable, implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party or for which its consent is requiredparty. (b) During the Agreement Effective Period, each Consenting Stakeholder 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 that is reasonably likely to interfere with acceptance, implementation, or consummation of the Restructuring Transactions (to the extent set forth in the Plan) or the Sale TransactionTransactions; (ii) object to, delay, impede, or take any other action that is reasonably likely to interfere with use entry of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Orderany Sale Document and/or consummation of, entry into or performance under the DIP ABL Facility on the terms set forth in the ABL Commitment Letterif any, or entry into, performance under, or syndication of the DIP Term Facility on the terms set forth in the Backstop Commitment LetterSale Transaction; (iii) propose, file, support, solicit, or vote (or allow any proxy appointed by it to vote) for any Alternative Restructuring Proposal (other than the Sale Transaction); provided, for the avoidance of doubt, that nothing in this Section 4.01(b)(iii) shall limit the consultation and approval rights of Consenting Stakeholders set forth in Section 6.01(k) of this Agreement; provided, further, that a Consenting Stakeholder may propose an Alternative Restructuring Proposal to the Company Parties in connection with Section 6.01(k) of this Agreement if such Consenting Stakeholder provides notice of its intent to propose such Alternative Restructuring Proposal (including the terms thereof) to each Initial Consenting Stakeholder at least five (5) Business Days in advance of such proposalProposal; (iv) execute or file or have filed on its behalf any motion, objection, pleading, or other document with any court (including any modifications or amendments thereof) with the Bankruptcy Court or any other court that, in whole or in part, is not materially consistent with this Agreement and/or the Restructuring Term Sheet (nor directly or the Planindirectly direct any other person or Entity to make such filing); (v) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against any Company Party or the other Parties in violation of this Agreement with respect to the Chapter 11 Cases, this Agreement, the Restructuring TransactionsDefinitive Documents, or the Sale Transaction 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; provided that any Consenting Stakeholder may file motions, pleadings Agreement (nor directly or other documents with the Bankruptcy Court or indirectly direct any other court (including any modifications person or amendments thereof) with respect Entity to its or their rights under any Definitive Document and relating to or arising from matters and rights not specifically set forth in this Agreement, including the Restructuring Term Sheetmake 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 exerciseexercise (either directly or indirectly), any right or remedy for the enforcement, collection, or recovery of any Claim or Interest; orof 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 assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; or (xi) take any action that is inconsistent in any material respect with the Restructuring Transactions.

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, subject to Section 4.03 of this Agreement, each Consenting Stakeholder Party agrees, in respect of all of its Company Claims/Interests, to: (i) support the Restructuring Transactions (to the extent set forth in the Plan) and the Sale Transaction as contemplated by this Agreement and use commercially reasonable efforts to vote 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 and the Sale TransactionTransactions; (ii) support use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order or the DIP Financing Order; (iii) support entry into the DIP ABL Facility on the terms set forth in the ABL Commitment Letter; (iv) support entry into the DIP Term Facility on the terms set forth in the Backstop Commitment Letter and take all other applicable actions required by the Backstop Commitment Letter, including the funding of any backstop commitments on the terms set forth therein; (v) support entry into the Exit Facilities on the terms set forth in the Exit Facility Term Sheet and take all other applicable actions required by the Exit Facility Term Sheet; (vi) use commercially reasonable efforts to cooperate with and assist the Company Parties, subject to applicable Laws and at the Company Parties’ sole cost and expense, Parties in obtaining additional support for the Restructuring Transactions and the Sale Transaction from the Company Parties’ other stakeholders; provided that Ascend shall use commercially reasonable efforts to direct the New Equity Group to support the Restructuring Transactions and comply with the obligations of Ascend set forth in this Agreement to the extent reasonably practicable. (iii) use commercially reasonable efforts to oppose any party or person from taking any actions contemplated in Section 4.02(b); (viiiv) give any notice, order, instruction, or direction to the applicable Agents Trustees necessary to give effect to the Restructuring Transactions and the Sale TransactionTransactions; and (viiiv) negotiate in good faith and use commercially reasonable efforts to execute and implement, as applicable, implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party or for which its consent is requiredparty. (b) During the Agreement Effective Period, each Consenting Stakeholder Party 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 that is reasonably likely to interfere with acceptance, implementation, or consummation of the Restructuring Transactions (to the extent set forth in the Plan) or the Sale Transaction; (ii) object to, delay, impede, or take any other action that is reasonably likely to interfere with use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order, entry into or performance under the DIP ABL Facility on the terms set forth in the ABL Commitment Letterinconsistent with, or entry intothat would delay or obstruct the proposal or consummation of, performance under, or syndication of the DIP Term Facility on the terms set forth in the Backstop Commitment LetterRestructuring Transactions; (iiiii) propose, file, support, solicitor vote in favor of, or vote for consent to any Alternative Restructuring Proposal (or discussion regarding the negotiation or formulation of, or otherwise pursue, any financing or other than the Sale Transaction); providedequity proposal or offer, for the avoidance of doubt, that nothing in this subject to Section 4.01(b)(iii) shall limit the consultation and approval rights of Consenting Stakeholders set forth in Section 6.01(k7.02(b) of this Agreement; provided, further, that a Consenting Stakeholder may propose an Alternative Restructuring Proposal to the Company Parties in connection with Section 6.01(k) of this Agreement if such Consenting Stakeholder provides notice of its intent to propose such Alternative Restructuring Proposal (including the terms thereof) to each Initial Consenting Stakeholder at least five (5) Business Days in advance of such proposal; (iviii) file or have filed on its behalf any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) with the Bankruptcy Court or any other court that, in whole or in part, is not materially consistent with this Agreement or the Plan; (viv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against any Company Party or the other Parties in violation of this Agreement with respect to the Chapter 11 Cases, this Agreement, the Restructuring Transactions, or the Sale Transaction 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; provided that any Consenting Stakeholder may file motions, pleadings or other documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) with respect to its or their rights under any Definitive Document and relating to or arising from matters and rights not specifically set forth in this Agreement, including the Restructuring Term Sheet; (viv) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claim of Claims against or InterestEquity Interests in the Company Parties; or (viivi) 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.

General Commitments, Forbearances, and Waivers. (a) During Subject to the terms and conditions of this Agreement, during the Agreement Effective Period, subject the Consenting Sponsors shall: (a) act in good faith to Section 4.03 support, approve, implement, reasonably cooperate with each of the Parties, and take all commercially reasonable actions reasonably necessary, or reasonably requested by any other Party to facilitate the implementation and consummation of the Restructuring Transactions in accordance with this Agreement, each Consenting Stakeholder agrees, in respect of including taking all of steps reasonably necessary (and within its Company Claims/Interests, to: (icontrol) support to consummate the Restructuring Transactions (to the extent set forth in the Plan) and the Sale Transaction as contemplated by accordance with this Agreement and use commercially reasonable efforts to the Restructuring Term Sheet; (b) vote 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 in which they are it is legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions and the Sale TransactionTransactions; (ii) support use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order or the DIP Financing Order; (iii) support entry into the DIP ABL Facility on the terms set forth in the ABL Commitment Letter; (iv) support entry into the DIP Term Facility on the terms set forth in the Backstop Commitment Letter and take all other applicable actions required by the Backstop Commitment Letter, including the funding of any backstop commitments on the terms set forth therein; (v) support entry into the Exit Facilities on the terms set forth in the Exit Facility Term Sheet and take all other applicable actions required by the Exit Facility Term Sheet; (vic) use commercially reasonable efforts to cooperate with assist (and/or cause their Affiliates to assist) the Company Parties, subject to applicable Laws Parties and at the Company Parties’ sole cost and expense, Consenting Creditors in obtaining additional support for implementing the tax structure of the Restructuring Transactions as determined in accordance with this Agreement and the Sale Transaction from the Company Parties’ other stakeholdersRestructuring Term Sheet; (viid) give any notice, order, instruction, or direction to the applicable Agents necessary extent it is permitted to give effect elect whether to opt out of the Restructuring Transactions and releases set forth in the Sale TransactionPlan, elect to not opt out of the releases set forth in the Plan; and (viiie) negotiate in good faith and use commercially reasonable efforts to execute and implement, as applicable, the Definitive Documents that are consistent with this Agreement to which it is required to be a party or for which its consent is required. (b) During the Agreement Effective Period, each Consenting Stakeholder 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 that is reasonably likely to interfere with acceptance, implementation, or consummation of the Restructuring Transactions (to the extent set forth in the Plan) or the Sale Transaction;Transactions; or (ii) object to, delay, impede, or take any other action that is reasonably likely inconsistent in any material respect with, or is intended to interfere with use of cash collateral by the Debtors during the pendency frustrate or impede approval, implementation, and consummation of the Chapter 11 Cases on the terms set forth Restructuring Transactions described in the Cash Collateral Order, entry into or performance under the DIP ABL Facility on the terms set forth in the ABL Commitment Letter, or entry into, performance under, or syndication of the DIP Term Facility on the terms set forth in the Backstop Commitment Letter; (iii) propose, file, support, solicit, or vote for any Alternative Restructuring Proposal (other than the Sale Transaction); provided, for the avoidance of doubt, that nothing in this Section 4.01(b)(iii) shall limit the consultation and approval rights of Consenting Stakeholders set forth in Section 6.01(k) of this Agreement; provided, further, that a Consenting Stakeholder may propose an Alternative Restructuring Proposal to the Company Parties in connection with Section 6.01(k) of this Agreement if such Consenting Stakeholder provides notice of its intent to propose such Alternative Restructuring Proposal (including the terms thereof) to each Initial Consenting Stakeholder at least five (5) Business Days in advance of such proposal; (iv) file or have filed on its behalf any motion, pleading, or other document (including any modifications or amendments thereof) with the Bankruptcy Court or any other court that, in whole or in part, is not materially consistent with this Agreement or the Plan; (v) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against any Company Party or the other Parties in violation of this Agreement with respect to the Chapter 11 Cases, this Agreement, the Restructuring Transactions, or the Sale Transaction other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided that any Consenting Stakeholder may file motions, pleadings or other documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) with respect to its or their rights under any Definitive Document and relating to or arising from matters and rights not specifically set forth in this Agreement, including the Restructuring Term Sheet; (vi) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claim or Interest; or (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 under section 362 of the Bankruptcy Code.