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

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Creditor severally, and not jointly, agrees to: (i) support the Restructuring Transactions and vote and exercise any powers or rights available to it (including in any 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 necessary to implement the Restructuring Transactions; (ii) take action in order to effectuate, if applicable, or otherwise not object to (x) a stay of the Adversary Proceeding, and (y) the dismissal with prejudice of the Adversary Proceeding and all Causes of Action asserted therein upon the Confirmation Order becoming a Final Order; (iii) use commercially reasonable efforts to give, subject to applicable Laws, any notice, order, instruction, or direction to the Indenture Trustee or Bank Agent, as applicable, necessary to give effect to the Restructuring Transactions; and (iv) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documentation that are consistent with this Agreement to which it is required to be a party. (b) During the Agreement Effective Period, subject to applicable Laws and as otherwise set forth in this Agreement, each Consenting Creditor severally, and not jointly, agrees that it shall not directly or indirectly: (i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (ii) propose, file, support, or vote for any Alternative Restructuring Proposal; (iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement, the Plan Term Sheet, or the Amended Plan; (iv) initiate, or have initiated on its behalf, any litigation or proceeding which would materially or unreasonably delay, impede, or interfere with the implementation or consummation of the Restructuring Transactions, other than to enforce this Agreement or any Definitive Documentation or as otherwise permitted under this Agreement; (v) file any motion, application, adversary proceeding, or Cause of Action challenging the validity, enforceability or priority of, or seeking avoidance or subordination of any Company Claim held by any other Consenting Creditor or any transfer to the Bank Agent, the Indenture Trustee, or any Consenting Creditor on account of a Company Claim; or (vi) object to, delay, impede, or take any other action to interfere with the Company Parties’ or their Affiliates’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; provided, however that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any Definitive Documentation.

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Creditor severallyStakeholder, severally and not jointly, agrees agrees, in respect of all of its Company Claims, to: (i) support the Restructuring Transactions within the timeframes outlined herein and in the Definitive Documents and vote and exercise any powers or rights available to it (including in any 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 necessary to implement the Restructuring Transactions; (ii) take action in order use commercially reasonable efforts to effectuate, if applicable, or otherwise not object to (x) a stay of the Adversary Proceedingcooperate with, and (y) subject to applicable Laws, assist the dismissal with prejudice of Company Parties in obtaining additional support for the Adversary Proceeding and all Causes of Action asserted therein upon Restructuring Transactions from the Confirmation Order becoming a Final OrderCompany Parties’ other stakeholders; (iii) use commercially reasonable efforts to oppose, subject to applicable Laws, any party or person from taking any actions contemplated in Section 4.02(b); (iv) use any commercially reasonably efforts to give, subject to applicable Laws, any notice, order, instruction, or direction to the Indenture Trustee or Bank Agent, as applicable, applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; and (ivv) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documentation Documents that are consistent with this Agreement to which it is required to be a partyAgreement. (b) During the Agreement Effective Period, subject to applicable Laws and as otherwise set forth in this Agreement, each Consenting Creditor Stakeholder, severally, and not jointly, agrees agrees, in respect of all of its Company Claims, that it shall not directly or indirectly: (i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (ii) either itself or through any representatives or agents, solicit, initiate, negotiate, facilitate, propose, continue or respond to any Alternative Restructuring Proposal from or with any Entity or propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for any Alternative Restructuring Proposal (and shall immediately inform the other Consenting Stakeholders and the Company Parties of any notification of any Alternative Restructuring Proposal); provided, that notwithstanding the foregoing, any Consenting Stakeholder or its representatives may respond to and participate in discussions with any third party who has made, or intends to make, any bona fide, unsolicited proposal to acquire any material assets of the Company Parties or an Alternative Restructuring Proposal to the Company Parties and take actions to facilitate or encourage the proposing Entity to submit such material asset acquisition proposal or Alternative Restructuring Proposal to the Company Parties; (iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement, the Plan Term Sheet, Agreement or the Amended Plan; (iv) initiate, or have initiated on its behalf, any litigation or proceeding which would materially or unreasonably delay, impedeof any kind with respect this Agreement, or interfere with the implementation or consummation of other Restructuring Transactions contemplated herein against the Restructuring Transactions, other Parties other than to enforce this Agreement or any Definitive Documentation Document or as otherwise permitted under this Agreement; (v) file any motion, application, adversary proceedingexercise, or Cause of Action challenging direct any other person to exercise, any right or remedy for the validityenforcement, enforceability or priority ofcollection, or seeking avoidance or subordination recovery of any of Claims against or Interests in the Company Claim held by any other Consenting Creditor or any transfer to the Bank Agent, the Indenture Trustee, or any Consenting Creditor on account of a Company ClaimParties; or (vi) object to, delay, impede, or take any other action to interfere with the Company Parties’ or their Affiliates’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; provided, however that nothing in this Agreement shall limit ; (vii) object to or commence any legal proceeding challenging the right adequate protection granted or proposed to be granted to the holders of any Party to exercise any right or remedy provided under this Agreementthe Revolving Credit Facility Claims, the Confirmation OrderFLLO Term Loan Facility Claims, or any Definitive Documentationthe Second Lien Notes Claims under the DIP Order; or (viii) file or support, directly or indirectly, a motion, application, adversary proceeding, or cause of action (a) challenging the validity, enforceability, perfection or priority of, or seeking avoidance or subordination of the DIP Claims, the Revolving Credit Facility Claims, the FLLO Term Loan Facility Claims, the Second Lien Notes Claims, or the Liens securing such Claims, or (b) otherwise seeking to impose liability upon or enjoin the DIP Lenders, Revolving Credit Facility Lenders, FLLO Term Loan Facility Lenders, or the Second Lien Noteholders.

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Creditor Stakeholder severally, and not jointly, agrees in respect of all of its Company Claims/Interests (as applicable) pursuant to this Agreement to: (i) support the Restructuring 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) participate in their capacity as holders of Company Claims/Interests (as applicable)), in each case case, in favor of any matter requiring approval to the extent reasonably necessary to implement the Restructuring Transactions; (ii) take action in order to effectuatethe extent inconsistent with this Agreement, if applicablenot, and shall not, direct any other person to, exercise any right or remedy for the enforcement, collection, or otherwise not object to (x) a stay recovery of any of the Adversary Proceeding, Claims or Interests against the Company Parties other than in accordance with this Agreement and (y) the dismissal with prejudice of the Adversary Proceeding and all Causes of Action asserted therein upon the Confirmation Order becoming a Final Order;Definitive Documents; and (iii) use commercially reasonable efforts to give, subject to applicable Lawsthe respective consent rights set forth in Section 3.02 hereof, any notice, order, instruction, or direction to the Indenture Trustee or Bank Agent, as applicable, necessary to give effect to the Restructuring Transactions; and (iv) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documentation Documents that are consistent with this Agreement to which it is required to be a party. (b) During the Agreement Effective Period, subject to applicable Laws and as otherwise set forth in this Agreement, each Consenting Creditor Stakeholder severally, and not jointly, agrees in respect of all of its Company Claims/Interests (as applicable) 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 acceptance, implementation, or consummation of the Restructuring Transactions; (ii) propose, file, support, solicit, or vote for any Alternative Restructuring Proposal; (iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement, the Plan Term Sheet, Agreement or the Amended Plan; (iv) initiate, or have initiated on its behalf, any litigation or proceeding which would materially or unreasonably delayof any kind with respect to the Chapter 11 Cases, impedethis Agreement, or interfere with the implementation other Restructuring Transactions contemplated herein against the Company Parties or consummation of the other Parties that is reasonably likely to materially and adversely impact the ability to consummate the Restructuring Transactions, other than to enforce this Agreement or any Definitive Documentation or as otherwise permitted under this Agreement; (v) file any motion, application, adversary proceeding, or Cause of Action challenging the validity, enforceability or priority of, or seeking avoidance or subordination of any Company Claim held by any other Consenting Creditor or any transfer to the Bank Agent, the Indenture Trustee, or any Consenting Creditor on account of a Company Claim; or (viv) object to, delay, impede, or take any other action to interfere with the Company Parties’ or their Affiliates’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; provided, however however, that nothing in this Agreement shall limit the right of any Party party hereto to exercise any right or remedy provided under this Agreement or any other Definitive Document. (c) Notwithstanding anything to the contrary in this Agreement, any obligation set forth in this Agreement for a Consenting Stakeholder to forbear from taking any action: (a) shall automatically terminate, without the Confirmation Orderneed for any further notice, if this Agreement is terminated in accordance with its terms; (b) shall not constitute a waiver with respect to any Defaults or Events of Default (each as defined in the Credit Agreement or the Indenture, as applicable); and (c) shall not bar any Consenting Stakeholder from filing a proof of claim in the Chapter 11 Cases or taking action to establish the amount of such claim consistent with the terms of this Agreement. If the Restructuring Transactions are not consummated, the Parties fully reserve any and all of their rights, remedies, claims and defenses. For the avoidance of doubt, any obligation set forth in this Agreement for the Consenting Stakeholders to forbear from taking any action shall not constitute a waiver with respect to any default or event of default under any agreement among such Consenting Stakeholder and Company Party (which, for the avoidance of doubt, shall include any Default or Event of Default under the Credit Agreement or Indenture (each as defined in the Credit Agreement or the Indenture (as applicable))). Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair or restrict any right of any Consenting Stakeholder to protect and preserve any right, remedy, condition or approval requirement under this Agreement or the Definitive DocumentationDocuments. Upon the termination of this Agreement in accordance with Section 11 below, the agreement of the Consenting Stakeholders to forbear from exercising rights and remedies in accordance with this Agreement shall immediately terminate without requirement of any demand, presentment or protest of any kind, all of which the Company Parties hereby waive. (d) During the Agreement Effective Period, each Sponsor severally, but not jointly, agrees in respect of all of its Company Interests pursuant to this Agreement, to: (i) subject to and upon the occurrence of the Plan Effective Date, waive all Claims (including any claims for accrued and unpaid management fees payable by the Debtors) against the Company Parties other than Claims (x) that are Credit Agreement Claims or Notes Claims, if any, (y) related to any rights or defenses of the Sponsors arising under or related to the indemnification and insurance provisions set forth in this Agreement and implemented pursuant to the Plan, or (z) held by a Sponsor or affiliate of a Sponsor incurred in the ordinary course of business and unrelated to the Sponsors’ ownership of Company Interests, including Claims on account of existing arms’-length commercial contracts and vendor, customer, and landlord relationships; and (ii) not (x) pledge, encumber, assign, sell, or otherwise transfer, offer, or contract to pledge, encumber, assign, sell, or otherwise transfer, in whole or in part, directly or indirectly, any portion of its right, title, or interests in any of its shares, stock, or other interests in any Company Party or any subsidiary thereof, in each case, other than direct or indirect transfers of interests in the Sponsors, (y) acquire any outstanding indebtedness of any Company Party or any subsidiary thereof, or (z) make any worthless stock deduction for any tax year ending on or prior to the Plan Effective Date, in the case of each of (x), (y), and (z), to the extent such pledge, encumbrance, assignment, sale, acquisition, declaration of worthlessness or other transaction or event may impair or adversely affect any of the tax attributes of the Company Parties or any of their subsidiaries (including under section 108 or 382 of the Internal Revenue Code of 1986 (as amended)).

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Creditor severallyagrees, and not jointlyin respect of all of its Company Claims/Interests, agrees to: (i) support the Restructuring 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 reasonably necessary to implement the Restructuring Transactions; (ii) take action use commercially reasonable efforts to cooperate with and assist the Company Parties in order to effectuate, if applicable, or otherwise not object to (x) a stay of obtaining additional support for the Adversary Proceeding, and (y) Restructuring Transactions from the dismissal with prejudice of the Adversary Proceeding and all Causes of Action asserted therein upon the Confirmation Order becoming a Final OrderCompany Parties’ other stakeholders; (iii) use commercially reasonable efforts to give, subject to applicable Laws, oppose any party or person from taking any actions contemplated in Section 5.02(b); (iv) give any notice, order, instruction, or direction to the Indenture Trustee or Bank Agent, as applicable, applicable Agents/Trustees necessary to give effect to the Restructuring TransactionsTransactions (provided, that nothing herein shall require any Consenting Creditor to provide any indemnification or expend any additional funds or incur any additional liability with respect to any Agent/Trustee); and (ivv) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documentation Documents that are consistent with this Agreement to which it is required to be a party. (b) During the Agreement Effective Period, subject to applicable Laws and as otherwise set forth in this Agreement, each Consenting Creditor severallyagrees, and not jointlyin respect of all of its Company Claims/Interests, agrees that it shall not directly or indirectly: (i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (ii) propose, file, support, or vote for any Alternative Restructuring Proposal; (iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement, the Plan Term Sheet, Agreement or the Amended Plan; (iv) initiate, or have initiated on its behalf, any litigation or proceeding which would materially or unreasonably delayof any kind with respect to the Chapter 11 Cases, impedethis Agreement, or interfere with the implementation other Restructuring Transactions contemplated herein against the Company Parties or consummation of the Restructuring Transactions, other Parties other than to enforce this Agreement or any Definitive Documentation Document or as otherwise permitted under this Agreement; (v) file any motion, application, adversary proceedingexercise, or Cause of Action challenging direct any other person to exercise, any right or remedy for the validityenforcement, enforceability or priority ofcollection, or seeking avoidance or subordination recovery of any of Claims against or Interests in the Company Claim held by any other Consenting Creditor or any transfer to the Bank Agent, the Indenture Trustee, or any Consenting Creditor on account of a Company ClaimParties; or (vi) object to, delay, impede, or take any other action to interfere with the Company Parties’ or their Affiliates’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; provided, however that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any Definitive Documentation.

General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, subject to the terms and conditions hereof, each Consenting Creditor severallyStakeholder agrees, and not jointlyin respect of all of its Company Claims/Interests, agrees to: (i) support the Restructuring 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 reasonably necessary to implement the Restructuring Transactions; (ii) take action use commercially reasonable efforts to cooperate with and assist the Company Parties in order to effectuate, if applicable, or otherwise not object to (x) a stay of obtaining additional support for the Adversary Proceeding, and (y) Transactions from the dismissal with prejudice of the Adversary Proceeding and all Causes of Action asserted therein upon the Confirmation Order becoming a Final OrderCompany Parties’ other stakeholders; (iii) use commercially reasonable efforts to give, subject to applicable Laws, oppose any party or person from taking any actions contemplated in Section 5.02(b); (iv) give any notice, order, instruction, or direction to the Indenture Trustee or Bank Agent, as applicable, applicable Agents necessary to give effect to the Restructuring Transactions; and; (ivv) subject to the consent rights provided xxxxxxxxx, negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documentation Documents that are consistent with this Agreement to which it is required to be a party; and (vi) cooperate in good faith with the Company Parties to negotiate a reasonable Budget and support the entry of the Cash Collateral Orders on a consensual basis. (b) During the Agreement Effective Period, each Consenting Stakeholder agrees, subject to applicable Laws the terms and as otherwise set forth conditions hereof, in this Agreementrespect of all of its Company Claims/Interests, each Consenting Creditor severally, and not jointly, agrees that it shall not directly or indirectly: (i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (ii) propose, file, support, or vote for any Alternative Restructuring Transaction Proposal; (iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement, the Plan Term Sheet, Agreement or the Amended PlanTransaction; (iv) initiate, or have initiated on its behalf, any litigation or proceeding which would materially or unreasonably delayof any kind with respect to the Chapter 11 Cases, impedethis Agreement, or interfere with the implementation other Transactions contemplated herein against the Company Parties or consummation of the Restructuring Transactions, other Parties other than to enforce this Agreement or any Definitive Documentation Document or as otherwise permitted under this Agreement; (v) file any motion, application, adversary proceedingexercise, or Cause direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of Action challenging any of Claims against or Interests in the validity, enforceability Company Parties other than in accordance with this Agreement and Definitive Documents; (vi) oppose or priority object to the retention of, or seeking avoidance or subordination of any and compensation with respect to, the Company Claim held by any other Consenting Creditor or any transfer Parties’ professionals in the Chapter 11 Cases (including, but not limited to, the Debtors’ legal advisors, financial advisor, and investment banker), to the Bank Agent, extent that such compensation is in compliance with the Indenture Trustee, or any Consenting Creditor on account of a Company ClaimBudget provisions set forth in the Cash Collateral Orders; or (vivii) object to, delay, impede, or take any other action to interfere with the Company Parties’ or their Affiliates’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; provided, however that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any Definitive Documentation.