Common use of General Commitments Clause in Contracts

General Commitments. (a) During the Agreement Effective Period, each Consenting Noteholder agrees, in respect of all of its Company Claims/Interests, 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 necessary to implement the Restructuring Transactions; (ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (iii) use commercially reasonable efforts to oppose any party or person from taking any actions contemplated in Section 4.01(b); (iv) use commercially reasonable efforts to give any notice, order, instruction, or direction to the applicable Trustees necessary to give effect to the Restructuring Transactions; (v) consider in good faith any amendments to this Agreement proposed by the Company Parties that may assist in obtaining approval of or additional support for the Restructuring Transactions; and (vi) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are materially consistent with this Agreement, the Restructuring Term Sheet, and the Restructuring Steps Plan, to which it is required to be a party. (b) During the Agreement Effective Period, each Consenting Noteholder agrees, in respect of all of its Company Claims/Interests, that it shall not directly or indirectly, or direct or encourage any person to: (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, any Implementation Mechanism or the Plan; (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to a UK Restructuring Plan, the Chapter 11 Cases, an Administration, this Agreement, a Shareholder Scheme, the Ancillary Proceedings, or the other Restructuring Transactions contemplated herein against the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under or contemplated by this Agreement, or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Noteholders; provided, for the avoidance of doubt, that nothing in this Agreement shall limit the right of any Party hereto to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any other Definitive Document or to file any pleading in the Chapter 11 Cases, UK Restructuring Plan, the Chapter 11 Cases, an Administration, a Shareholder Scheme or any Ancillary Proceedings if the relief sought by the Company is inconsistent with this Agreement, the Confirmation Order or any other Definitive Document or was filed without the consent of the Required Consenting Noteholders; (v) (A) take (directly or indirectly) any Enforcement Actions; (B) direct or encourage any person to take any Enforcement Action; or (C) vote or direct any proxy appointed by it to vote in favor of any Enforcement Action, in each case except as contemplated by this Agreement or the Definitive Documents or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Noteholders; or (vi) 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. (a) During the Agreement Effective Period, each Consenting Noteholder Creditor agrees, in respect of all of its Company Claims/Interests, 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 necessary to implement the Restructuring Transactions; (ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (iii) use commercially reasonable efforts to oppose any party or person from taking any actions contemplated in Section 4.01(b); (iv) use commercially reasonable efforts to give any notice, order, instruction, or direction to the applicable Agent or Trustees (as applicable) necessary to give effect to the Restructuring Transactions; (v) consider in good faith any amendments to this Agreement proposed by the Company Parties that may assist in obtaining approval of or additional support for the Restructuring Transactions; and (vi) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are materially consistent with this Agreement, the Restructuring Term Sheet, and the Restructuring Steps Plan, to which it is required to be a party. (b) During the Agreement Effective Period, each Consenting Noteholder Creditor agrees, in respect of all of its Company Claims/Interests, that it shall not directly or indirectly, or direct or encourage any person to: (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, any Implementation Mechanism or the Plan; (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to a UK Restructuring Plan, the Chapter 11 Cases, an Administration, this Agreement, a Shareholder Scheme, the Ancillary Proceedings, or the other Restructuring Transactions contemplated herein against the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under or contemplated by this Agreement, or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting NoteholdersCreditors; provided, for the avoidance of doubt, that nothing in this Agreement shall limit the right of any Party hereto to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any other Definitive Document or to file any pleading in the Chapter 11 Cases, UK Restructuring Plan, the Chapter 11 Cases, an Administration, a Shareholder Scheme or any Ancillary Proceedings if the relief sought by the Company is inconsistent with this Agreement, the Confirmation Order or any other Definitive Document or was filed without the consent of the Required Consenting NoteholdersCreditors; (v) pursue any pending discovery or litigation previously commenced in connection with the Chapter 11 Cases by any Party against any other Party, which shall cease on the Agreement Effective Date; provided that all deadlines for such discovery or litigation shall be automatically tolled from the original deadline for the amount of days from January 29, 2021 through the termination of this Agreement plus seven (7) days, or if later, until seven (7) days following such deadline as set forth in the Stipulation Regarding Scheduling for the Confirmation Hearing Related to the Debtors’ Joint Chapter 11 Plan of Reorganization [Docket No. 774]; (vi) (A) take (directly or indirectly) any Enforcement Actions; (B) direct or encourage any person to take any Enforcement Action; or (C) vote or direct any proxy appointed by it to vote in favor of any Enforcement Action, in each case except as contemplated by this Agreement or the Definitive Documents or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting NoteholdersCreditors; or (vivii) 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. (a) During the Agreement Effective Period, each Consenting Noteholder Stakeholder agrees, in respect of all of its Company Claims/Interests, to: (i) support the Restructuring Transactions and vote act in good faith 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 take all commercially reasonable actions necessary to implement and consummate the Restructuring TransactionsTransactions in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement and the Plan, as applicable; (ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (iii) use commercially reasonable efforts to oppose any party or person from taking any actions contemplated in Section 4.01(b5.01(b); (iv) use commercially reasonable efforts to give any notice, order, instruction, or direction to the applicable Trustees necessary to give effect to the Restructuring Transactions; (v) consider in good faith any amendments to this Agreement proposed by the Company Parties that may assist in obtaining approval of or additional support for the Restructuring Transactions; and (viiii) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are materially consistent with this Agreement, and any other required agreements to effectuate and consummate the Restructuring Term Sheet, Transactions as contemplated by this Agreement and the Restructuring Steps Plan, Plan to which it is required to be a party. (b) During the Agreement Effective Period, each Consenting Noteholder Stakeholder agrees, in respect of all of its Company Claims/Interests, that it shall not directly or indirectly, or direct or encourage any person to: (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; provided, however, that notwithstanding any provisions to contrary herein, the Consenting Stakeholders have the right to continue to diligence, analyze, negotiate, and agree to an Alternative Restructuring Proposal with Sibelco NV (“Sibelco”) within thirty (30) days after the Petition Date; (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, any Implementation Mechanism Agreement or the Plan; (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to a UK Restructuring Plan, the Chapter 11 Cases, an Administration, this Agreement, a Shareholder Scheme, the Ancillary Proceedings, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under or contemplated by this Agreement, or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Noteholders; provided, for the avoidance of doubt, that nothing in this Agreement shall limit the right of any Party hereto to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any other Definitive Document or to file any pleading in the Chapter 11 Cases, UK Restructuring Plan, the Chapter 11 Cases, an Administration, a Shareholder Scheme or any Ancillary Proceedings if the relief sought by the Company is inconsistent with this Agreement, the Confirmation Order or any other Definitive Document or was filed without the consent of the Required Consenting Noteholders; (v) (A) take (directly or indirectly) any Enforcement Actions; (B) direct or encourage any person to take any Enforcement Action; or (C) vote exercise, or direct any proxy appointed by it other person to vote in favor exercise, any right or remedy for the enforcement, collection, or recovery of any Enforcement Action, in each case except as contemplated by this Agreement or the Definitive Documents or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Noteholders; orClaims/Interests; (vi) 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) object to the Company Parties’ (a) retention of any professionals in connection with the Restructuring Transactions, if applicable, and (b) payment of the reasonable and documented fees and expenses incurred by such professionals in connection with the Restructuring Transactions; provided that such fees and expenses are incurred pursuant to and in accordance with the terms of the engagement letters between such professionals and the Company Parties.

General Commitments. (a) During the Agreement Effective Period, each the Consenting Noteholder agreesParties, in respect of all of its Company Claims/Interestsseverally and not jointly, agree to: (ia) support the Restructuring Transactions and vote take all steps reasonably necessary and exercise desirable to support, facilitate, implement, consummate or otherwise give effect to the Restructuring Transactions in accordance with this Agreement, including voting and exercising 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 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 voting, if applicable, in favor of the Plan and supporting and consenting to the releases and exculpation provisions in the Plan; (iib) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions contemplated herein, take all steps reasonably necessary and desirable to address any such impediment; (c) use commercially reasonable efforts to oppose the efforts of any Person seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring Transactions; provided, that such commercially reasonable efforts shall not include filing formal objections or pleadings with the Bankruptcy Court; (d) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ their other stakeholders; (iiie) use commercially reasonable efforts efforts, and provide such assistance as may be reasonably required by the Company Parties, to oppose obtain any and all third party or person from taking any actions contemplated in Section 4.01(b); approvals (ivincluding, if necessary, all Regulatory Approvals) use commercially reasonable efforts to give any notice, order, instruction, or direction to the applicable Trustees necessary to give effect to for the Restructuring Transactions; (v) consider in good faith any amendments to this Agreement proposed by the Company Parties that may assist in obtaining approval of or additional support for the Restructuring Transactions; and (vif) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are materially consistent with this Agreement, the Restructuring Term Sheet, and the Restructuring Steps Plan, Agreement to which it is required to be a party.; and (g) Nothing in this Agreement shall: (a) impair or waive the rights of any Party to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; or (b) During the prevent any Party from enforcing this Agreement Effective Periodor contesting whether any matter, each Consenting Noteholder agrees, in respect of all of its Company Claims/Interests, that it shall not directly or indirectlyfact, or direct or encourage any person to: (i) object to, delay, impedething is a breach of, 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, any Implementation Mechanism or the Plan; (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to a UK Restructuring Plan, the Chapter 11 Cases, an Administrationinconsistent with, this Agreement, a Shareholder Scheme, the Ancillary Proceedings, or the other Restructuring Transactions contemplated herein against the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under or contemplated by this Agreement, or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Noteholders; provided, for the avoidance of doubt, that nothing in this Agreement shall limit the right of any Party hereto to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any other Definitive Document or to file any pleading in the Chapter 11 Cases, UK Restructuring Plan, the Chapter 11 Cases, an Administration, a Shareholder Scheme or any Ancillary Proceedings if the relief sought by the Company is inconsistent with this Agreement, the Confirmation Order or any other Definitive Document or was filed without the consent of the Required Consenting Noteholders; (v) (A) take (directly or indirectly) any Enforcement Actions; (B) direct or encourage any person to take any Enforcement Action; or (C) vote or direct any proxy appointed by it to vote in favor of any Enforcement Action, in each case except as contemplated by this Agreement or the Definitive Documents or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Noteholders; or (vi) 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. (a) During the Agreement Effective Period, each Consenting Noteholder TLB Lender agrees, in respect of all of its Company Claims/Interests, 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 necessary to implement the Restructuring Transactions, including, without limitation, the Chapter 11 Plan; (ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (iii) use commercially reasonable efforts to oppose any party or person from taking any actions contemplated in Section 4.01(b); (iv) use commercially reasonable efforts to give any notice, order, instruction, or direction to the applicable Trustees TLB Agent necessary to give effect to the Restructuring Transactions; (v) consider in good faith any amendments to this Agreement proposed by the Company Parties that may assist in obtaining approval of or additional support for the Restructuring Transactions; and (viv) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are materially consistent with this Agreement, the Restructuring Term Sheet, and the Restructuring Steps Plan, Agreement to which it is required to be a party. (b) During the Agreement Effective Period, each Consenting Noteholder TLB Lender agrees, in respect of all of its Company Claims/Interests, that it shall not directly or indirectly, or direct or encourage any person to: (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, any Implementation Mechanism Agreement or the Chapter 11 Plan; (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to a UK Restructuring Plan, the Chapter 11 Cases, an Administration, this Agreement, a Shareholder Scheme, the Ancillary Proceedings, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under or contemplated by this Agreement, or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Noteholders; provided, for the avoidance of doubt, that nothing in this Agreement shall limit the right of any Party hereto to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any other Definitive Document or to file any pleading in the Chapter 11 Cases, UK Restructuring Plan, the Chapter 11 Cases, an Administration, a Shareholder Scheme or any Ancillary Proceedings if the relief sought by the Company is inconsistent with this Agreement, the Confirmation Order or any other Definitive Document or was filed without the consent of the Required Consenting Noteholders; (v) (A) take (directly or indirectly) any Enforcement Actions; (B) direct or encourage any person to take any Enforcement Action; or (C) vote exercise, or direct any proxy appointed by it other person to vote in favor exercise, any right or remedy for the enforcement, collection, or recovery of any Enforcement Action, of Claims against or Interests in each case except as contemplated by this Agreement or the Definitive Documents or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting NoteholdersParties; or (vi) 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. (a) During the Agreement Effective Period, subject to the terms and conditions of this Agreement, each Consenting Noteholder Stakeholder severally, and not jointly, agrees, in respect of all of its Company Claims/InterestsInterests presently owned and hereafter acquired (for so long as it remains the beneficial or record owner thereof, or the nominee, investment manager, or advisor for beneficial holders thereof), to: (i) support the Restructuring Transactions Transactions, act in good faith, and vote and exercise any powers or rights available use commercially reasonable efforts to it (including in any boardtake all actions, 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 practicable and subject to the terms hereof, and reasonably requested or necessary to implement and consummate the Restructuring TransactionsTransactions in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement and the Definitive Documents, as applicable; (ii) use take all commercially reasonable efforts actions to cooperate with and assist obtain and/or support the Company Parties in obtaining additional support for necessary or advisable regulatory or third-party approvals and providing notices in respect of regulatory and licensing requirements, as applicable, in connection with the Restructuring Transactions from Transactions, including by providing all information reasonably requested by the Company Parties’ other stakeholders; (iii) use commercially reasonable efforts to oppose any party or person from taking any actions contemplated in Section 4.01(b); (iv) use commercially reasonable efforts to give any notice, order, instruction, or direction to the applicable Trustees necessary to give effect to the Restructuring Transactions; (v) consider in good faith any amendments to this Agreement proposed by the Company Parties that may assist in obtaining approval of or additional support for the Restructuring Transactions; and (vi) negotiate in good faith and use commercially reasonable efforts to execute (where applicable) and implement the Definitive Documents that are materially consistent with and any other agreements required to effectuate and consummate the Restructuring Transactions as contemplated by this Agreement, the Restructuring Term Sheet; (iv) support, and the Restructuring Steps Plan, to which it is required to be a party. (b) During the Agreement Effective Period, each Consenting Noteholder agrees, in respect of all of its Company Claims/Interests, that it shall not directly or indirectly, or direct or encourage any person to: (i) indirectly object to, delay, impede, or take any other action to interfere with, confirmation or consummation of the Plan; (v) support, and 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 Debtor in the Bankruptcy Court or any other court that is consistent in all respects with acceptancethis Agreement and the Restructuring Transactions; and (vi) take or cause to be taken all corporate actions and provide all authorizations reasonably necessary in furtherance of the Restructuring Transactions as are within the authority of such Consenting Stakeholder. (b) During the Agreement Effective Period, implementationsubject to the terms and conditions of this Agreement, each Consenting Stakeholder severally, and not jointly, agrees, in respect of all of its Company Claims/Interests presently owned and hereafter acquired (for so long as it remains the beneficial or record owner thereof, or the nominee, investment manager, or advisor for beneficial holders thereof), that it shall not directly or indirectly: (i) take any action or fail to take any action where such action or failure to act would reasonably be expected to materially interfere with, delay or impede the implementation or consummation of the Restructuring Transactions; (ii) propose, file, support, file 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, that is not materially consistent inconsistent with this Agreement, any Implementation Mechanism Agreement or the Plan; (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind that is inconsistent with respect to a UK this Agreement or the Restructuring Plan, Transactions against the Chapter 11 Cases, an Administration, this Agreement, a Shareholder Scheme, the Ancillary Proceedings, Company Parties or the other Restructuring Transactions contemplated herein against Parties (it being understood, for the other Parties other than avoidance of doubt, that any litigation or proceeding to enforce this Agreement or any Definitive Document or as that is otherwise permitted under or contemplated by this Agreement, or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Noteholders; provided, for the avoidance of doubt, that nothing in this Agreement shall limit the right of any Party hereto not be construed to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any other Definitive Document or to file any pleading in the Chapter 11 Cases, UK Restructuring Plan, the Chapter 11 Cases, an Administration, a Shareholder Scheme or any Ancillary Proceedings if the relief sought by the Company is be inconsistent with this Agreement, Agreement or the Confirmation Order or any other Definitive Document or was filed without the consent of the Required Consenting NoteholdersRestructuring Transactions); (v) (A) take (directly or indirectly) any Enforcement Actions; (B) direct or encourage any person to take any Enforcement Action; or (C) vote exercise, or direct any proxy appointed by it other person to vote in favor exercise on its behalf, any remedy for the collection or recovery of any Enforcement ActionCompany Claims/Interests, in each case except as contemplated by a manner materially inconsistent with the other terms of this Agreement or the Definitive Documents or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Noteholders; orAgreement; (vi) 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; (vii) with respect to any Consenting Stakeholder that is or becomes a “50-percent shareholder” within the meaning of Section 382(g)(4)(D) of the Code, take any worthless stock deduction in respect to any Existing Interests; provided that, for the avoidance of doubt, this subsection (vii) shall only apply to Existing Interests that are either (a) treated as “stock” in the Company under section 382 of the Code or (b) treated as an option that is deemed exercised under Treasury Regulation section 1.382-4(d); and (viii) take any action, directly or indirectly, to contest or undermine the enforceability of this Agreement, any Definitive Document or any documentation related to the Senior Secured Claims or the Subordinated Claims (including any applicable intercreditor or subordination agreements in connection therewith).

General Commitments. (a) During the Agreement Effective Period, each Consenting Noteholder Secured Party agrees, severally, and not jointly, in respect of all of its Company Existing First Lien Claims/Interests, to: (i) support the Restructuring Transactions use commercially reasonable efforts to support, act in good faith, 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 take all actions reasonably necessary to implement and consummate the Restructuring TransactionsTransactions in accordance with the terms, conditions and applicable deadlines set forth in this Agreement; (ii) use commercially reasonable efforts subject to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (iii) use commercially reasonable efforts to oppose any party or person from taking any actions contemplated in Section 4.01(b‎5.01(e); (iv) use commercially reasonable efforts to , give any consent, notice, order, instruction, or direction to the applicable Trustees Existing First Lien Agents that is necessary or reasonably requested by the Company to give effect to facilitate the Restructuring consummation of the Transactions; (viii) consider promptly notify counsel to other Parties or the other Parties, as applicable, (and in good faith any amendments to event within ten Business Days after obtaining knowledge thereof) of (A) any breach by such Consenting Secured Party in any respect of any of its obligations, representations, warranties, or covenants set forth in this Agreement proposed by or (B) the Company Parties that may assist in obtaining approval occurrence of or additional support for the Restructuring Transactionsa Termination Event; and (viiv) negotiate in good faith the applicable Definitive Documents and use commercially reasonable efforts to execute execute, deliver, perform its obligations under, implement, and implement consummate the transactions contemplated by the Definitive Documents that are materially consistent with this Agreement, the Restructuring Term Sheet, and the Restructuring Steps Plan, Agreement to which it is required to be a party. (b) During the Agreement Effective Period, each Consenting Noteholder Secured Party agrees, severally, and not jointly, in respect of all of its Company Existing First Lien Claims/Interests, that it shall not directly or indirectly, or direct or encourage any person to: (i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (ii) solicit, initiate, encourage, propose, fileor otherwise agree to, support, endorse, or vote for approve any Alternative Restructuring ProposalTransaction; (iii) file any motionsubject to Section ‎5.01(e), 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, any Implementation Mechanism or the Plan; (iv) initiate, or have initiated on its behalf, any litigation litigation, arbitration, mediation or proceeding of any kind (whether legal, equitable, or otherwise) with respect to a UK Restructuring Plan, the Chapter 11 Cases, an Administration, this Agreement, a Shareholder Scheme, the Ancillary Proceedings, Agreement or the other Restructuring Transactions contemplated herein against or otherwise involving the Company or any other Parties Party other than solely to enforce this Agreement or any Definitive Document or as otherwise permitted under or contemplated by this Agreement; (iv) subject to Section ‎5.01(e), exercise, or as otherwise agreed in writing direct any other Person to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Noteholders; providedexercise, for the avoidance of doubt, that nothing in this Agreement shall limit the right of any Party hereto to exercise any right or remedy provided under this Agreementfor the enforcement, the Confirmation Ordercollection, or recovery of any other Definitive Document or to file any pleading in the Chapter 11 Cases, UK Restructuring Plan, the Chapter 11 Cases, an Administration, a Shareholder Scheme or any Ancillary Proceedings if the relief sought by Claims against the Company is inconsistent other than in accordance with this Agreement, Agreement and the Confirmation Order or any other Definitive Document or was filed without the consent of the Required Consenting NoteholdersDocuments; (v) (A) take (directly or indirectly) any Enforcement Actions; (B) direct or encourage any person to take any Enforcement Action; or (C) vote or direct any proxy appointed by it to vote in favor of any Enforcement Action, in each case except as contemplated by this Agreement or the Definitive Documents or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Noteholders; or (vi) object to, delay, impede, or take any other action to interfere with the Company Parties’ Company’s ownership and possession of their assets, wherever located; or (vi) provide direction or otherwise cause any Existing First Lien Agent to object to, delay, impede, or interfere take any other action to oppose or interfere, directly or indirectly, in any material respect with the automatic stay arising under section 362 approval, acceptance, or implementation of the Bankruptcy CodeTransactions. (c) During the Agreement Effective Period, each Consenting Secured Party agrees, severally, and not jointly, in respect of any Existing First Lien Claims subject to any total return swap or other swap arrangement or agreement, to use commercially reasonable efforts to ensure that any swap counterparty comply in all respects with the terms and conditions of this Agreement, including, without limitation, with respect to the execution of the Definitive Documents and the participation of any such Existing First Lien Claims in the Transactions. (d) Each Consenting Secured Party shall exchange or have purchased all of its Existing First Lien Claims (including any Existing First Lien Claims that are subject to a total return swap or other swap arrangement or agreement) in the Exchange. (e) Nothing in this Agreement shall (i) prohibit any Consenting Secured Party from taking any action that is not inconsistent with this Agreement, (ii) prevent any Consenting Secured Party from enforcing this Agreement or contesting whether any matter, fact or thing is a breach of, or is inconsistent with, this Agreement, (iii) prevent any Consenting Secured Party from taking any action that is required by applicable Law or require any Consenting Secured Party to take any action that is prohibited by applicable Law, or (iv) other than as provided for in this Agreement, require any Consenting Secured Party to incur any expenses, liabilities, or other obligations (including any legal fees or costs, including defense costs), or to agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations.

General Commitments. (a) During the Agreement Effective Period, each Consenting Noteholder agreesseverally, and not jointly, agrees in respect of all of its Company Senior Notes Claims/Interests, to: (i) support the Restructuring Transactions as contemplated by, and vote within the timeframes outlined in, this Agreement 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 TransactionsDefinitive Documents; (ii) take all steps reasonably necessary and desirable to consummate the Restructuring Transactions in accordance with this Agreement; (iii) use commercially reasonable efforts to cooperate with and and, subject to applicable Laws, assist the Company Parties Parties, at the Company Parties’ sole cost and expense, in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (iii) use commercially reasonable efforts to oppose any party or person from taking any actions contemplated in Section 4.01(b); (iv) use commercially reasonable efforts to give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; (v) consider in good faith any amendments to this Agreement proposed by the Company Parties that may assist in obtaining approval of or additional support for the Restructuring Transactions; and (viv) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are materially consistent with this Agreement, the Restructuring Term Sheet, and the Restructuring Steps Plan, Agreement to which it is required to be a party. (b) During the Agreement Effective Period, each Consenting Noteholder agreesseverally, and not jointly, agrees in respect of all of its Company Claims/Interests, Senior Notes Claims subject to this Agreement that it shall not not, directly or indirectly, or direct or encourage any person to: (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, any Implementation Mechanism Agreement or the Plan; provided, that nothing in this Agreement shall limit the right of any party hereto to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any other Definitive Document; (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to a UK Restructuring Plan, the Chapter 11 Cases, an Administration, this Agreement, a Shareholder Scheme, the Ancillary Proceedings, or the other Restructuring Transactions contemplated herein against the other Company Parties in violation of this Agreement other than to enforce this Agreement or any Definitive Document or as otherwise permitted under or contemplated by this Agreement, or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Noteholders; provided, for the avoidance of doubt, that nothing in this Agreement shall limit the right of any Party party hereto to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any other Definitive Document Document; (v) exercise, or direct any other Person to file exercise, any pleading in right or remedy for the Chapter 11 Casesenforcement, UK Restructuring Plancollection, or recovery of any of the Chapter 11 Cases, an Administration, a Shareholder Scheme or any Ancillary Proceedings if the relief sought by Senior Notes Claims against the Company Parties, including rights or remedies arising from or asserting or bringing any claims under or with respect to any Senior Notes Claims, but only to the extent such exercise is inconsistent with this Agreement or the Restructuring Transactions; provided, that nothing in this Agreement shall limit the right of any party hereto to exercise any right or remedy provided under this Agreement, the Confirmation Order Order, or any other Definitive Document or was filed without the consent of the Required Consenting NoteholdersDocument; (v) (A) take (directly or indirectly) any Enforcement Actions; (B) direct or encourage any person to take any Enforcement Action; or (C) vote or direct any proxy appointed by it to vote in favor of any Enforcement Action, in each case except as contemplated by this Agreement or the Definitive Documents or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Noteholders; or (vi) 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, but only to the extent such action is inconsistent with this Agreement or the Restructuring Transactions; provided, that nothing in this Agreement shall limit the right of any party hereto to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any other Definitive Document; or (vii) object to, delay, impede, or take any other action to interfere with the consummation of the PNW Sale and shall otherwise support and take all actions reasonably requested by the Company Parties to support and facilitate consummation of the PNW Sale.

General Commitments. (a) During the Agreement Effective Period, each Consenting Noteholder Lender (unless otherwise noted), severally, and not jointly, agrees, in respect of all of its applicable Company Claims/Interests, to: (i) support the Restructuring Transactions on the terms and subject to the conditions of this Agreement and vote or consent to and exercise any powers or rights available to it (including in any tender offer, solicitation, board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) ), in each case case, in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions, subject to finalization of the Definitive Documents in accordance with the terms of this Agreement; (ii) use commercially reasonable efforts with respect to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (iii) use commercially reasonable efforts Consenting Noteholders, subject to oppose any party or person from taking any actions contemplated in Section 4.01(b5.01(c); (iv) , use commercially reasonable efforts to give any notice, order, instruction, or direction to the applicable Trustees necessary Secured Notes Agents to the extent required to give effect to the Restructuring Transactions on the terms and subject to the conditions of this Agreement; provided, that no Consenting Noteholder shall be required to provide an indemnity or incur any potential expense or liability; (iii) use commercially reasonable efforts to support the Company Parties’ efforts to obtain any and all required regulatory, governmental, and/or third-party approvals to consummate the Restructuring Transactions; (v) consider in good faith any amendments to this Agreement proposed by the Company Parties that may assist in obtaining approval of or additional support for the Restructuring Transactions; and (viiv) negotiate in good faith and use commercially reasonable efforts to execute execute, deliver, and implement the Definitive Documents and any other necessary agreements that are materially consistent with this Agreement, the Restructuring Term Sheet, and the Restructuring Steps Plan, Agreement to which it is required to be a party; (v) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions contemplated herein, negotiate in good faith appropriate additional or alternative provisions or alternative implementation mechanics to address any such impediment; and (vi) to forbear from exercising any rights or remedies that it may have against the Company Parties or their assets and properties under the Term Loan Credit Agreement, Amended and Restated Term Loan Credit Agreement, or Secured Notes Indenture, as applicable, as it relates to any events of default thereunder, notice of which has been provided to the Consenting Lenders prior to the Agreement Effective Date; provided, however, that this agreement to forbear shall not effectuate a waiver of any rights under the applicable Prepetition Facilities Documents, and any non-exercise of rights or remedies as a result of this Section 5.01(a)(vi) shall be effective during the Agreement Effective Period only and shall not be deemed to be a permanent forbearance or waiver of any default or event of default under the Prepetition Facilities Documents; provided, further, that any such default or event of default shall be deemed to have occurred on the date on which such default or event of default first occurred, and such date (and any applicable grace period) will not be tolled by any agreement herein. (b) During the Agreement Effective Period, each Consenting Noteholder Lender, severally, and not jointly, agrees, in respect of all of its Company Claims/Interests, that it shall not directly or indirectly, or direct or encourage any person to: (i) object to, delay, impede, or take any other action in a manner inconsistent with this Agreement, the intended purpose of which is to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (ii) propose, file, supportexercise, or vote direct any other Person to exercise, any right or remedy for the enforcement, collection, or recovery of any Alternative Restructuring Proposal;Claims against or Equity Interests in any Company Party in a manner inconsistent with this Agreement and the Definitive Documents; or (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, any Implementation Mechanism or the Plan; (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to a UK Restructuring Plan, the Chapter 11 Cases, an Administration, this Agreement, a Shareholder Scheme, the Ancillary Proceedings, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under or contemplated by consistent with this Agreement, or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Noteholders; provided, for the avoidance of doubt, that nothing ; (c) Nothing in this Agreement shall limit the right of shall: (i) prohibit any Party hereto to exercise Consenting Lender from taking any right or remedy provided under this Agreement, the Confirmation Order, or any other Definitive Document or to file any pleading in the Chapter 11 Cases, UK Restructuring Plan, the Chapter 11 Cases, an Administration, a Shareholder Scheme or any Ancillary Proceedings if the relief sought by the Company action that is not inconsistent with this Agreement; (ii) limit the ability of any Consenting Lender to consult with any other Consenting Lender, the Confirmation Order Company Parties or any other parties in interest; (iii) prevent any Consenting Lender from enforcing this Agreement or any Definitive Document or was filed without contesting whether any matter, fact or thing is a breach of, or is inconsistent with, this Agreement or any Definitive Document; (iv) prevent any Consenting Lender from taking any action that is required by applicable Law or require any Consenting Lender to take any action that is prohibited by applicable Law or to waive or forego the consent benefit of the Required Consenting Noteholders; any applicable legal professional privilege; (v) (A) take (prevent any Consenting Lender from appearing as a party-in-interest in any matter to be adjudicated in a court of competent jurisdiction, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering, impeding or taking any other action to delay, interfere or impede, directly or indirectly) any Enforcement Actions, the Restructuring Transactions; (Bvi) direct other than as provided for in this Agreement, require any Consenting Lender to incur any expenses, liabilities, or encourage other obligations, or to agree to any person commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations; (vii) require any Consenting Lender to take provide any Enforcement Actioninformation that it determines, in its sole discretion, to be commercially sensitive or confidential; (viii) other than as provided for in this Agreement, limit the ability of a Consenting Lender to purchase, sell or enter into transactions regarding the Company Claims/Interests; or (Cix) vote or direct prevent any proxy appointed Consenting Lender by it to vote in favor reason of any Enforcement Action, in each case except as contemplated by this Agreement or the Definitive Documents or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Noteholders; or (vi) object tofrom making, delayseeking or receiving any regulatory filings, impedenotifications, consents, determinations, authorizations, permits, approvals, licenses, 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 Codelike.

General Commitments. (a) During the Agreement Effective Period, subject to the terms and conditions of this Agreement, each Consenting Noteholder severally, and not jointly, agrees, in respect of all of its Company Claims/Interests, to: (i) use commercially reasonable efforts to support the Restructuring Transactions Transactions, act in good faith, and vote and exercise any powers or rights available to it (including in any boardtake all actions, 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 practicable and subject to the terms hereof, and reasonably necessary to implement and consummate the Restructuring TransactionsTransactions in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement and the Definitive Documents, as applicable; (ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (iii) use commercially reasonable efforts to oppose opposing any party or person from taking any actions contemplated in Section 4.01(b5.01(b); (iviii) use commercially reasonable efforts to give any reasonable notice, order, instruction, or direction to the applicable Agents and/or Trustees necessary to give effect to the Restructuring Transactions; (v) consider in good faith any amendments to this Agreement proposed by the Company Parties that may assist in obtaining approval of or additional support for the Restructuring Transactions; and (viiv) negotiate in good faith and use commercially reasonable efforts to execute (where applicable) and implement the Definitive Documents that are materially consistent with and any other agreements required to effectuate and consummate the Restructuring Transactions as contemplated by this Agreement, the Restructuring Term Sheet, and the Restructuring Steps Plan, to which it is required to be a party. (b) During the Agreement Effective Period, each Consenting Noteholder agreesagrees severally, and not jointly, in respect of all of its Company Claims/Interests, that it shall not directly or indirectly, or direct or encourage any person to: (i) object to, delay, impede, or take any other action that would reasonably be expected to materially interfere with acceptance, implementation, the implementation or consummation of the Restructuring Transactions; (ii) propose, file, support, file 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, that is not materially consistent inconsistent with this Agreement, any Implementation Mechanism Agreement or the Plan;; or (iv) initiateexercise, or have initiated direct any other person to exercise on its behalf, any litigation remedy for the collection or proceeding recovery of any kind Company Claims/Interests, in a manner materially inconsistent with respect to a UK Restructuring Plan, the Chapter 11 Cases, an Administration, other terms of this Agreement, a Shareholder Scheme, the Ancillary Proceedings, or the other Restructuring Transactions contemplated herein against the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under or contemplated by this Agreement, or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Noteholders; provided, for the avoidance of doubt, that nothing in this Agreement shall limit the right of any Party hereto to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any other Definitive Document or to file any pleading in the Chapter 11 Cases, UK Restructuring Plan, the Chapter 11 Cases, an Administration, a Shareholder Scheme or any Ancillary Proceedings if the relief sought by the Company is inconsistent with this Agreement, the Confirmation Order or any other Definitive Document or was filed without the consent of the Required Consenting Noteholders; (v) (A) take (directly or indirectly) any Enforcement Actions; (B) direct or encourage any person to take any Enforcement Action; or (C) vote or direct any proxy appointed by it to vote in favor of any Enforcement Action, in each case except as contemplated by this Agreement or the Definitive Documents or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Noteholders; or (vi) 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.