Common use of Negative Commitments Clause in Contracts

Negative Commitments. Subject to Section 5 of this Agreement, during the Agreement Effective Period, each Consenting Stakeholder agrees in respect of all of its Company Claims/Interests severally and not jointly that it shall not directly or indirectly: (a) object to, delay, impede, or take any other action to, or reasonably likely to, materially interfere with the acceptance, implementation, or consummation of the Recapitalization Transactions; (b) propose, file, support, vote for, or consent to any Alternative Transaction Proposal; (c) file any motion, pleading, or other document with any court (including any modifications or amendments to any motion, pleading, or other document with any court) that, in whole or in part, is not materially consistent with this Agreement; (d) exercise any right or remedy for the enforcement, collection, or recovery of any of the Company Claims/Interest in connection with or arising out of the Marble Ridge Litigation, including (i) calling, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunder; (e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against the Company Parties or any of the other Parties with respect to this Agreement, the Recapitalization Transactions, or any Company Claim/Interest other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures; or (f) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures.

Negative Commitments. Subject to Except as set forth in Section 5 of this Agreement8.02, during the Agreement Effective Period, each Consenting Stakeholder agrees in respect of all of its the Company Claims/Interests severally and not jointly that it Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to, or that would reasonably likely to, be expected to materially interfere with the acceptance, implementation, implementation or consummation of the Recapitalization Restructuring Transactions; (b) propose, file, support, vote fortake any action that is inconsistent in any material respect with, or consent is intended to any Alternative Transaction Proposalfrustrate or impede approval, implementation, and consummation of, the Restructuring Transactions, this Agreement or the Definitive Documents; (c) file any motion, pleading, or other document with the Bankruptcy Court or any other court that is materially inconsistent with this Agreement or the Plan; (d) 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 modifications applicable intercreditor or amendments subordination agreements in connection therewith); (e) seek to any motion, pleading, amend or other document with any court) that, modify the Definitive Documents in whole or in part, a manner that is not materially consistent inconsistent with this Agreement; (df) exercise consummate or enter into a definitive agreement evidencing any right or remedy for the enforcementmaterial merger, collectionconsolidation, disposition of material assets, acquisition of material assets, or recovery similar transaction, pays any dividend, or incurs any indebtedness for borrowed money, in each case outside the ordinary course of any business and other than the Restructuring Transactions or with the prior consent of the Company Claims/Interest in connection with Required Consenting Senior Secured Creditors (not to be unreasonably withheld, conditioned or arising out of the Marble Ridge Litigation, including (i) calling, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunder; (e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against the Company Parties or any of the other Parties with respect to this Agreement, the Recapitalization Transactions, or any Company Claim/Interest other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indenturesdelayed); or (fg) object toexcept to the extent required by this Agreement or otherwise required to consummate the Restructuring Transactions or with the consent of the Required Consenting Senior Secured Creditors, delay, impede, or take any other action or inaction that would cause a change to interfere with the Company Parties’ ownership and possession tax classification, for United States federal income tax purposes or for purposes of their assetsany equivalent tax classification outside the United States, wherever located; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement any Debtor or Indenturesaffiliate thereof.

Negative Commitments. Subject to Except as set forth in Section 5 of this Agreement8, during the Agreement Effective Period, each Consenting Stakeholder agrees in respect of all of its the Company Claims/Interests severally and not jointly that it Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to, or reasonably likely to, materially to interfere with the acceptance, implementation, or consummation of the Recapitalization Restructuring Transactions; (b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in, this Agreement or the Plan; (c) file any pleading seeking entry of an order and/or fail to timely object to any motion filed with the Bankruptcy Court by any person seeking the entry of an order (i) directing the appointment an examiner or a trustee, (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (iii) dismissing the Chapter 11 Cases, or (iv) for relief that (A) is inconsistent with this Agreement in any material respect or (B) would reasonably be expected to frustrate the purposes of this Agreement; (d) seek to (i) assume (including as amended) or (ii) liquidate, settle, allow any Claims related to, any unexpired lease or executory contract with a Strategic Partner, without (A) consulting in good faith with the Consenting Stakeholders and (B) using commercially reasonable efforts to obtain such Strategic Partner’s agreement to express and provide public support for the Restructuring Transactions; provided, however, that for the avoidance of doubt, the Consenting Stakeholders have the right to oppose and object with respect to the foregoing; (e) seek to (i) reject or assume (including as amended) or (ii) liquidate, settle, allow, or object to Claims related to, any unexpired leases or executory contracts, including the Railcar Leases but excluding the Go-Forward Railcar Leases, without the prior written consent of the Required Consenting Stakeholders, with such consent not to be unreasonably withheld; (f) except in the ordinary course of business consistent with past practice, enter into or amend, adopt, restate, supplement, or otherwise modify or accelerate any material (i) deferred compensation, incentive, retention, bonus or other compensatory arrangements, policies, programs, practices, plans or agreements, including, without limitation, offer letters, employment agreements, consulting agreements, severance arrangements, or change in control agreements with or for the benefit of any employee or (ii) any contracts, arrangements, or commitments that entitle any current or former director, officer, employee, manager, or agent to indemnification from the Company, in each case, without the prior written consent of the Required Consenting Stakeholders; (g) subject to Section 8.01 and Section 8.02 of this Agreement, directly or indirectly propose, file, support, vote for, consent to, encourage, or consent to take any other action in furtherance of the negotiation or formulation of any Alternative Transaction ProposalRestructuring Transaction; (ch) enter into any settlement over $1 million regarding any Claims against or Interests in any Company Party without the prior written consent of the Required Consenting Stakeholders, with such consent not to be unreasonably withheld; (i) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement, without the prior written consent of the Required Consenting Stakeholders; or (j) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other document with any court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent with this Agreement; (d) exercise any right or remedy for the enforcement, collection, or recovery of any of the Company Claims/Interest in connection with or arising out of the Marble Ridge Litigation, including (i) calling, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunder; (e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against the Company Parties or any of the other Parties with respect to this Agreement, the Recapitalization Transactions, or any Company Claim/Interest other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures; or (f) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or IndenturesPlan.

Negative Commitments. Subject Except as set forth in Section 5.03 or with the prior written consent of the Required Consenting Stakeholders (subject to Section 5 of this Agreementthe I Squared Consent Right, the Consenting Revolving Lenders Consent Right and the Consenting Equity Holders Consent Right, as applicable), which consent shall not be unreasonably withheld, conditioned, or delayed, during the Agreement Effective Period, each Consenting Stakeholder agrees in respect of all of its Company Claims/Interests severally and not jointly that it Party shall not directly or indirectly, and shall cause their respective subsidiaries not to: (a) object to, delay, impede, or take any other action to, or reasonably likely to, materially to interfere with the acceptance, implementation, or consummation of the Recapitalization TransactionsRestructuring, the I Squared Infrastructure Sale, or the Plan; (b) propose, file, support, vote fortake any action that is inconsistent in any material respect with, or consent is intended to any Alternative Transaction Proposalfrustrate or impede approval, implementation, and consummation of the Restructuring, the I Squared Infrastructure Sale, or the Plan; (c) modify the I Squared Infrastructure Sale Agreement, the I Squared Infrastructure Sale Agreement Amendment, the Plan, or any other Definitive Document, in whole or in part, in a manner that is not consistent with this Agreement in any material respect; (d) file any motion, pleading, or other document with any court Definitive Document (including any modifications or amendments to thereof) with the Bankruptcy Court or any motion, pleading, or other document with any court) court that, in whole or in part, is not materially consistent with this Agreement; Agreement (d) exercise any right or remedy for including the enforcementconsent rights of the applicable Consenting Stakeholders set forth in this Agreement as to the form and substance of such motion, collectionpleading, or recovery of any of other Definitive Document) or the Company Claims/Interest in connection with or arising out of the Marble Ridge Litigation, including (i) calling, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunderPlan; (e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against the Company Parties or any of the other Parties except with respect to this Agreementthe I Squared Infrastructure Sale, any transaction contemplated by the Recapitalization TransactionsFirst Day Pleadings (on the terms set forth in such First Day Pleading and any agreement or form of agreement attached thereto), or otherwise consented to in writing by the Required Consenting Creditors prior to the Agreement Effective Date, (i) sell (including by means of any sale leaseback transaction and by means of merger, consolidation, amalgamation and liquidation), lease, mortgage, pledge, grant, or incur any encumbrance on, or otherwise Transfer, any material properties or material assets of the Company, including any Equity Interests or, in the case of any Credit Party, sell (including by means of any sale leaseback transaction and by means of merger, consolidation, amalgamation and liquidation), lease, mortgage, pledge, grant, or incur any encumbrance on, or otherwise Transfer, any assets, including any Equity Interests, directly owned by such Credit Party to any Subsidiary of the Parent that is not a Credit Party outside the ordinary course of business, (ii) purchase, lease, or otherwise acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any material assets or material properties, or (iii) commence any liquidation or wind down process with respect to any Company Claim/Interest Party’s business or enter into any agreement or arrangement, or modification to any agreement or arrangement, in connection therewith; (f) (i) enter into or amend any employee benefit, deferred compensation, incentive, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans or agreements, including offer letters, employment agreements, consulting agreements, severance arrangements, or change in control arrangements with respect to the Company’s executive officers unless approved by the Compensation Committee of the Board of Directors of the Parent and a majority of the members of the Strategic Planning Committee appointed in January 2021 (Xxxxxxx X. Xxxxx, Xxxxxxx Xxxxxxxx III, and Xxxxxx Xxxxx) (“Majority SPC Member Approval”); provided, that for the avoidance of doubt, retention payments, including to senior management, will be paid prior to filing the Chapter 11 Cases as contemplated in the GTT Communications, Inc. PTL Forecast #9, dated August 12, 2021, provided by the Company; or (ii) make any change to any post-employment, retirement, or similar plan or program, severance agreement, or similar arrangement (in each case, other than in the ordinary course of business consistent with past practices or pursuant to enforce this a plan, program, agreement, arrangement or policy) in effect as of the Agreement Effective Date with respect to any former insider (as of the Agreement Effective Date) unless such actions and payments are approved by the Compensation Committee of the Board of Directors of the Parent and receive Majority SPC Member Approval; provided, that for the avoidance of doubt, changes with respect to employee benefit, deferred compensation, incentive, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans or agreements, including offer letters, employment agreements, consulting agreements, severance arrangements with respect to non-executive officers can be made in the ordinary course of business; (g) amend, modify, supplement, waive, or otherwise change, or consent or agree to any Definitive Document amendment, modification, supplement, waiver, or as otherwise permitted under this Agreementother change to the terms or provisions contained in any Company Party’s Corporate Governance Documents that would reasonably be expected to adversely affect the Consenting Creditors in any material respect; (h) reject executory contracts or unexpired leases without the consent of the Required Consenting Creditors, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, that the foregoing Company shall use commercially reasonable efforts to provide three (3) Business Days’ prior written notice to the Consenting Creditors’ Advisors of any rejection of any executory contract or unexpired lease, which notice shall include an analysis underlying the Company’s decision to reject such executory contract or unexpired lease, including adequate information supporting such analysis and decision and, absent written notification to the Company Advisors during that period that the Required Consenting Creditors do not consent, the Consenting Creditors shall be deemed to have consented to any such rejection; provided further that the Required Consenting Creditors shall have reasonable consultation rights with respect to the assumption or rejection of all I Squared Infrastructure Sale Transaction Documents by the applicable Debtor(s) party to each I Squared Infrastructure Sale Transaction Document; (i) pay any prepetition Claim held by any of the Debtors’ vendors except in compliance with the First Day Pleadings and the budgets in connection with the Priming Facility Credit Agreement and/or the Cash Collateral Orders; (j) enter into or amend, adopt, restate, supplement or otherwise modify in any material respect any contracts or leases involving payments by the Company that are inconsistent with the Approved Budget without consent of the Required Consenting Creditors, which consent shall not be unreasonably withheld, conditioned, or delayed; (subject k) file any motion with the Bankruptcy Court seeking the entry of an order (i) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (iii) dismissing any of the Chapter 11 Cases, or (iv) challenging the validity, enforceability, perfection, or priority of, or seeking avoidance or subordination of, any portion of the Consenting Creditor Claims or the liens securing the Consenting Creditor Claims, or asserting any other cause of action against and/or with respect or relating to any portion of the Consenting Creditor Claims or the liens securing the Consenting Creditor Claims (as applicable); (l) incur Indebtedness (as defined under the Credit Agreement) described in clause (i) of the definition thereof in the Credit Agreement, other than (x) Indebtedness incurred pursuant to Section 4.02(d7.04(e) of this the Credit Agreement and (y) Indebtedness incurred in the ordinary course of business pursuant to Section 4.03 7.04(k) of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indenturespermit, authorize, or take any action (or otherwise assist in a third party in taking any action) that grants any lien on any property of the U.S. Borrower or subsidiary thereof to secure (or purport to secure) the Senior Notes; (m) make, or cause to be made, any payment with respect to principal (other than amortization) due on account of 2018 Credit Facility Claims or Senior Notes Claims other than in accordance with this Agreement; (n) replace Xxxxxx Xxxxx on the Board of Directors of the Parent and/or the Strategic Planning Committee with an individual who has a material relationship with any holders of Company Claims/Interests; (o) consummate the I Squared Infrastructure Sale or cause or permit the I Squared Infrastructure Sale Proceeds Paydown to occur prior to the satisfaction of the RSA Holdings Condition; or (fp) object to, delay, impede, or take any other action agree to interfere set-off from the Deferred Consideration with the Company Parties’ ownership Buyer pursuant to clause 3.19 of the I Squared Infrastructure Sale Agreement without obtaining a Bankruptcy Court order authorizing relief from the automatic stay, on notice and possession of their assets, wherever located; provided, that the foregoing shall not (subject an opportunity for applicable stakeholders to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply object to enforcement of rights under the Term Loan Credit Agreement or Indenturesany such agreement.

Negative Commitments. Subject to Section 5 the terms and conditions of this Agreement, and except as set forth in Section 5.04, during the Agreement Effective Period, each Consenting Stakeholder agrees Creditor agrees, in respect of all of its Company Claims/Interests severally and not jointly Interests, that it shall not directly or indirectly: (a) object to, delay, impede, or take any other action to, or reasonably likely to, materially to interfere with the acceptance, implementation, or consummation of the Recapitalization Restructuring Transactions; (b) propose, file, support, or vote for, or consent to for any Alternative Transaction Restructuring Proposal; (c) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent with this AgreementAgreement or the Plan; (d) direct any Agent/Trustee to (i) take any Enforcement Actions or exercise any right or remedy for the enforcement, collection, or recovery of any of the Company Claims/Interest in connection with or arising out of the Marble Ridge LitigationInterests, including (i) callingrights or remedies arising from the Prepetition ABL Facility, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit Agreement Facilities, or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation Convertible Notes, or (ii) seeking assert or bring any Claims under or with respect to exercise any remedies thereunderthe Prepetition ABL Facility, the Term Loan Facilities, or the Convertible Notes; (e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, or the other Restructuring Transactions contemplated herein against the Company Parties or any of the other Parties with respect to this Agreement, the Recapitalization Transactions, or any Company Claim/Interest other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided; (f) exercise, that or direct any other person to exercise, any right or remedy for the foregoing shall not (subject to Section 4.02(d) enforcement, collection, or recovery of this Agreement and Section 4.03 any of this Agreement) apply to enforcement of rights under Claims against or Interests in the Term Loan Credit Agreement or IndenturesCompany Parties; or (fg) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located; provided, that or interfere with the foregoing shall not (subject to Section 4.02(d) automatic stay arising under section 362 of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or IndenturesBankruptcy Code.

Negative Commitments. Subject Notwithstanding anything to Section 5 of this Agreementthe contrary herein, during the Agreement Effective Period, each Consenting Stakeholder Creditor agrees severally, and not jointly, in respect of all of its Company Claims/Interests severally Claims presently owned and not jointly hereafter acquired that it shall not directly or indirectly: (ai) object to, delay, impede, or take any other action to, or reasonably likely to, materially to interfere with the acceptance, implementation, or consummation of the Recapitalization TransactionsRestructuring; (bii) propose, file, support, or vote for, or consent to for any Alternative Transaction Restructuring Proposal; (ciii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent with this Agreement, or the Plan; (div) exercise any right or remedy for the enforcement, collection, or recovery of any of the Company Claims/Interest in connection with or arising out of Claims other than to enforce this Agreement, the Marble Ridge LitigationDIP Orders, including (i) callingthe DIP Facility Documents, providing notice ofthe Plan, the Confirmation Order, or any other Definitive Document or as otherwise asserting any default, event of default, or acceleration permitted under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunderthis Agreement; (ev) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, or any of the transactions implementing the Restructuring as contemplated in this Agreement, against the Company Parties or any of the other Parties with respect to this Agreement, the Recapitalization Transactions, or any Company Claim/Interest other than to enforce this Agreement Agreement, the DIP Orders, the DIP Facility Documents, the Plan, the Confirmation Order, or any other Definitive Document or as otherwise permitted under this Agreement; provided; (vi) object to, delay, impede or take any other action to interfere with Bankruptcy Court approval of any retention application or fee application filed in the Chapter 11 Cases for Evercore Group L.L.C., as investment banker and financial advisor to the Company Parties, provided that the foregoing shall terms of such applications do not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under substantively differ from the Term Loan Credit Agreement or Indentures; orengagement letter dated March 26, 2020; (fvii) 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; provided, however, that the foregoing shall not (subject to Section 4.02(d) of nothing in this Agreement and Section 4.03 shall limit the right of any Party to exercise any right or remedy provided under this Agreement, the DIP Orders, the DIP Facility Documents, the Plan, the Confirmation Order, or any other Definitive Document or as otherwise permitted under this Agreement; or (viii) apply object to, delay, impede, or take any other action that would reasonably be expected to enforcement of rights under interfere with, any motion or other pleading or document filed by a Company Party in the Term Loan Credit Agreement or IndenturesBankruptcy Court that is consistent with this Agreement.

Negative Commitments. Subject to Except as set forth in Section 5 of this Agreement8, during the Agreement Effective Period, each Consenting Stakeholder agrees in respect of all of its the Company Claims/Interests severally and not jointly that it Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to, or reasonably likely to, materially to interfere with the acceptance, implementation, or consummation of the Recapitalization Restructuring Transactions; (b) propose, file, support, vote fortake any action that is materially inconsistent with, or consent is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions or any Alternative Transaction Proposalof the other transactions described in this Agreement or the Definitive Documents; (c) seek to modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement and the Restructuring Term Sheet in all material respects; (d) file any motion, pleading, or Definitive Documents with the Bankruptcy Court (if applicable) or any other document with any court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent with this Agreement; (de) exercise commence any right or remedy for the enforcementprocess to sell, collectiontransfer, dispose, or recovery otherwise monetize all or any portion of the portfolio of registered intellectual property or any other material asset of any of the Company Claims/Interest Parties other than in connection with or arising out the ordinary course of the Marble Ridge Litigation, including (i) calling, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunderbusiness; (ef) initiateother than in the ordinary course of business, make any written communication relating in any way to collective bargaining agreements, contract negotiations, pensions, or have initiated on its behalfother postemployment benefit matters to current or former employees, any litigation retirees or proceeding of any kind against the Company Parties their beneficiaries, PBGC, or any of union that has not been submitted two (2) Business Days in advance to the PW Ad Hoc Group and the Akin Ad Hoc Group, it being acknowledged and agreed that any communication about the assumption, rejection, termination, amendment, modification, or other Parties similar action with respect to this Agreement, the Recapitalization Transactions, or any Company Claim/Interest other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided, that of the foregoing shall not be considered a communication in the ordinary course of business; (subject g) seek to Section 4.02(damend or terminate any Renegotiated RingCentral Contracts without the consent of the Required Consenting Stakeholders; (h) take any action, including commencing any adversary proceeding or filing any motion or pleading, that seeks the disgorgement of this Agreement any Escrow Payment or asserts any entitlement to any Escrow Cash in contravention of the distributions contemplated by the Final DIP Order and Section 4.03 the Plan before the Plan Effective Date; (i) commence the HoldCo Convertible Note Adversary Proceeding before the Plan Effective Date without the consent of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or IndenturesRequired Consenting Stakeholders; or (fj) object toenter into, delayxxxxxx, impederenew, replace, or take terminate any other action to interfere with material definitive agreement (as such term is used under Form 8-K and applicable SEC rules and regulations) without the Company Parties’ ownership and possession consent of their assets, wherever located; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or IndenturesRequired Consenting Stakeholders.

Negative Commitments. Subject to Except as set forth in Section 5 of this Agreement7.03, during the Agreement Effective Period, each Consenting Stakeholder agrees in respect of all of its the Company Claims/Interests severally and not jointly that it Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to, or reasonably likely to, materially to interfere with the acceptance, implementation, or consummation of the Recapitalization Restructuring Transactions; (b) propose, file, support, vote fortake any action that is inconsistent in any material respect with, or consent is intended to any Alternative Transaction Proposalfrustrate or impede approval, implementation and consummation of the Restructuring Transactions described in, this Agreement, the Plan, or the Definitive Documents; (c) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other document with any court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent inconsistent with this AgreementAgreement or the Restructuring Transactions; (d) exercise any right or remedy for the enforcementamend, collectionalter, or recovery of any of the Company Claims/Interest in connection with or arising out of the Marble Ridge Litigationsupplement, including (i) calling, providing notice of, restate or otherwise asserting modify any defaultDefinitive Document, event of defaultin whole or in part, or acceleration under the Term Loan Credit in a manner that is materially inconsistent with this Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunderRestructuring Transactions; (e) initiateamend, alter, supplement, restate or have initiated on otherwise modify any Elk Hills Power Agreements, in whole or in part, in a manner that is materially inconsistent with the Restructuring Term Sheet without the consent of the Required Consenting Creditors and Ares; (f) (i) operate its behalfbusiness outside the ordinary course (other than any changes in the operations resulting from or relating to the Restructuring Transactions or the filing of the Chapter 11 Cases), taking into account the Restructuring Transactions or (ii) engage in any litigation material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or proceeding other similar transaction or transfer any asset or right of any kind against the Company Parties or any asset or right used in the business of the Company Parties to any person or entity outside the ordinary course of business, in each of cases (i) and (ii) without the reasonable consent of the Required Consenting Creditors and, prior to the Settlement Effective Date, Ares; provided that, from and after the Settlement Effective Date, any action described in subsections (i) or (ii) of this section 7.02(f) that disproportionately and adversely affects Ares, as compared to the other Parties with respect Required Consenting Parties, shall require the reasonable consent of Ares. (g) except to the extent required by this AgreementAgreement or otherwise required to consummate the Restructuring Transactions, make or change any tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended tax return, enter into any closing agreement, settle any tax claim or assessment, surrender any right to claim a tax refund, offset or other reduction in tax liability or consent to any extension or waiver of the Recapitalization Transactionslimitation period applicable to any tax claim or assessment, in each case without the reasonable consent of the Required Consenting Creditors and, prior to the Settlement Effective Date, Ares; provided that, from and after the Settlement Effective Date, any action described in this Section 7.02(g) that disproportionately and adversely affects Ares, as compared to the other Required Consenting Parties, shall require the reasonable consent of Ares; (h) support any effort to reject, seek to modify, fail to perform, or any Company Claim/Interest other than way take any action to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures; or (f) object to, delay, impede, or interfere with any of the Elk Hills Power Agreements except to the extent consistent with the 9019 Orders; (i) develop, promote or otherwise pursue the “bypass plan” involving the LTS-1 and LTS-2 gas processing plants and the 35R Cogen facility located in Xxxx County, California or any action with a similar effect; or (j) except with the consent of the Required Consenting Creditors, (i) take any action that would result in the entry of any order by the Bankruptcy Court that imposes a sell-down order or restricts the ability of Consenting Creditors or other action parties to interfere with Transfer any of the Company Parties’ securities, including, for the avoidance of doubt, any such order intended to preserve net operating losses or other tax attributes or (ii) make any material determination with respect to (a) any such transfer restriction, sell-down order, or notification requirement regarding ownership and possession of their assets, wherever locatedclaims in order to determine whether further actions (including Transfer restrictions or sell-down orders) are necessary or (b) the potential imposition or waiver of any of the foregoing; provided, provided that the foregoing Required Consenting Creditors shall consent to (A) the filing by the Company Parties of a motion with the Bankruptcy Court for entry of an order establishing the date of the entrance of such order as the record date for notice of such potential trading restriction or sell-down order with respect to Company Claims and (B) the filing by the Company Parties of a motion restricting trading of CRC’s equity securities which, for the avoidance of doubt, do not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indenturesinclude Company Claims.

Negative Commitments. Subject to Except as set forth in Section 5 of this Agreement7, during the Agreement Effective Period, each Consenting Stakeholder agrees in respect of all of its the Company Claims/Interests severally and not jointly that it Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to, or reasonably likely to, materially to interfere with the acceptance, implementation, or consummation of the Recapitalization Restructuring Transactions; (b) proposepursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Noteholders (not to be unreasonably withheld, file, support, vote forconditioned, or delayed), provided that no such consent shall be required in relation to any Alternative Transaction Proposalthe Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any Proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any Proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Noteholders, or (iii) initiating any Proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Noteholders or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other document with any court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (g) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Noteholders, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal Proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Noteholder, or (B) support any third party in connection with any of the acts described in clause (A); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (dj) exercise in respect of any right person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or remedy for agree to grant any increase in the enforcementwages, collectionsalary, bonus, commissions, retirement benefits, severance or recovery other compensation or benefits of any director, manager, officer or employee of any of the Company Claims/Interest in connection with or arising out of the Marble Ridge Litigation, including (i) calling, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunder; (e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against the Company Parties Debtors or any of their respective subsidiaries, except for any increase that is done with the other Parties with respect consent of the Required Consenting Noteholders (not to this Agreementbe unreasonably withheld, the Recapitalization Transactionsconditioned, or any Company Claim/Interest other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indenturesdelayed); or (fB) object toenter into, delay, impedeadopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or take amend or agree to amend any other action to interfere existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the Company Parties’ ownership and possession written consent of their assetsthe Required Consenting Noteholders (not to be unreasonably withheld, wherever locatedconditioned, or delayed); providedor (k) authorize, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement create or Indenturesissue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on or make any distribution on any Equity Interests.

Negative Commitments. Subject Notwithstanding anything to Section 5 of this Agreementthe contrary herein, during the Agreement Effective Period, each Consenting Stakeholder agrees agrees, in respect of all of its Company Claims/Interests severally presently owned and not jointly 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, and shall not direct any other Entity to: (ai) object to, delay, impede, or take any other action to, or reasonably likely to, materially to interfere with the acceptance, implementation, or consummation of the Recapitalization Plan, or any provision thereof, or other Restructuring Transactions; (bii) take any other actions in contravention of this Agreement, the Restructuring Term Sheet, or the Definitive Documents, or to the material detriment of the Restructuring Transactions; (iii) propose, file, support, vote forsolicit, initiate, negotiate, facilitate, propose, continue, respond to, or consent to vote for any Alternative Transaction Restructuring Proposal; (civ) propose, file, or support a pleading with the Bankruptcy Court seeking entry of an order authorizing any use of cash collateral or debtor-in-possession financing other than as proposed in the DIP Orders; (v) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent with this Agreement, the Restructuring Term Sheet, the Restructuring Transactions, or the Plan; (dvi) exercise any right or remedy for the enforcement, collection, or recovery of any of the Company Claims/Interest in connection with or arising out of the Marble Ridge Litigation, including (i) calling, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunder; (e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against the Company Parties or any of the other Parties with respect to this Agreement, the Recapitalization Transactions, or any Company Claim/Interest Interests other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided; (vii) initiate, that or cause to be initiated on its behalf, any litigation or proceeding of any kind with respect to the foregoing shall not (subject Chapter 11 Cases, this Agreement, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to Section 4.02(d) of enforce this Agreement and Section 4.03 of or any Definitive Document or as otherwise permitted under this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures; or; (fviii) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any of Claims against or Interests in the Company Parties; (ix) directly or indirectly, through any Entity, seek, solicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing, or prosecution of any Alternative Restructuring Proposal or object to or take any other action that would reasonably be expected to prevent, interfere with, delay, or impede the solicitation, approval of the Disclosure Statement, or the confirmation and consummation of the Plan and the Restructuring Transactions; (x) prior to the expiration of the Confirmation Order Milestone, object to, delay, impede, or take any other action to interfere with the Company Parties’ efforts detailed in Section ‎8.02(b); (xi) 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; providedor (xii) object to or commence any legal proceeding challenging the liens, that claims, or adequate protection granted or proposed to be granted to the foregoing shall not (subject to Section 4.02(d) holders of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights Claims under the Term Loan Credit Agreement DIP Orders or Indenturesthe prepetition liens and claims of any Consenting Stakeholder.

Negative Commitments. Subject to Section 5 of this Agreement, during During the Agreement Effective Period, each Consenting Stakeholder Creditor severally, and not jointly, agrees in respect of all of its Company Claims/Interests severally and not jointly Claims that it shall not not, directly or indirectly, and shall not direct any other Entity to: (a) object to, delay, impede, or take any other action to, or reasonably likely to, materially to interfere with the acceptance, implementation, or consummation of the Recapitalization Restructuring Transactions; (b) object to, delay, impede or take any other action to interfere with Bankruptcy Court approval of any XXXX/KERP Plan, provided that the terms of such programs shall not substantively differ from the proposal provided to the Ad Hoc Group Advisors and Ares on July 10, 2020; (c) knowingly pursue, propose, file, support, solicit support for or vote for, or consent to for any Alternative Transaction Restructuring Proposal; (cd) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent with this AgreementAgreement or the Plan; (de) exercise exercise, take (directly or indirectly), or direct the Agents or Trustees to take, any action to enforce or any right or remedy for the enforcement, collection, or recovery of any of the Company Claims/Interest in connection with or arising out of Claims against the Marble Ridge LitigationCompany Parties, including (i) calling, providing notice of, rights or otherwise remedies arising from or asserting or bringing any default, event of default, claims under or acceleration under with respect to the 2016 Term Loan Credit Agreement Claims, 2017 Term Loan Claims or Unsecured the Second Lien Notes in connection with or arising out of the Marble Ridge Litigation or Claims (iias applicable) seeking to exercise any remedies thereunderother than as otherwise permitted under this Agreement; (ef) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, or the other Restructuring Transactions contemplated in this Agreement against the Company Parties or any of the other Parties with respect to this Agreement, the Recapitalization Transactions, or any Company Claim/Interest other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures; or; (fg) support any effort to reject, seek to modify, fail to perform, or any way take any action to delay, impede, or interfere with any of the Elk Hills Power Agreements except to the extent consistent with the 9019 Orders; (h) develop, promote or otherwise pursue the “bypass plan” involving the LTS-1 and LTS-2 gas processing plants and the 35R Cogen facility located in Xxxx County, California or any action with a similar effect; (i) 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; providedor (j) object to, that delay, impede, file any motion or pleading with the foregoing shall not Bankruptcy Court or any other court or take any other action (subject or direct any of the Agents or the Second Lien Indenture Trustee to Section 4.02(dtake any such action) to require or compel any holder of this Agreement and Section 4.03 of this Agreement) apply 2016 Term Loan Claims or Second Lien Notes Claims to enforcement of rights turn over any recoveries or distributions under the Term Loan Credit Agreement or IndenturesPlan pursuant to any applicable intercreditor agreement.

Negative Commitments. Subject to Section 5 of this Agreement, during During the Agreement Effective Period, each Consenting Stakeholder Creditor, as applicable, severally, and not jointly, agrees in respect of all of its Company Claims/Interests severally that (subject to Sections 5.05 and not jointly that 5.06) it shall not not, directly or indirectly, and shall not direct any other Entity to: (a) object to, delay, impede, or take any other action tothat is inconsistent with this Agreement or the Restructuring Transactions or that would reasonably be expected to interfere with, delay or reasonably likely to, materially interfere with impede the acceptancesolicitation, implementation, or consummation of the Recapitalization Plan and the Restructuring Transactions; (b) seek, solicit, pursue, propose, file, support, or vote for, or consent to for any Alternative Transaction Restructuring Proposal; (c) file any motion, objection, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent inconsistent with this Agreement, the Plan or the Restructuring Transactions; (d) take (directly or indirectly), or direct the Agent and/or the Indenture Trustee to take, any action to enforce or exercise any right or remedy for the enforcement, collection, or recovery of any of the Company Claims/Interest in connection with or arising out of the Marble Ridge LitigationInterests, including (i) calling, providing notice of, rights or otherwise remedies arising from or asserting or bringing any default, event of default, claims under or acceleration under with respect to the Term Loan RBL Credit Agreement or Unsecured Notes and/or the Indenture to the extent inconsistent with this Agreement; provided further, that nothing in connection with or arising out this Agreement shall prevent any Consenting Creditor from filing a proof of claim in the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunderChapter 11 Cases on behalf of its respective Company Claims; (e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, or the Restructuring Transactions against the Company Parties or any of the other Parties with respect to this Agreement, the Recapitalization Transactions, or any Company Claim/Interest (other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures; or); (f) 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; providedor (g) solely as to the Consenting Noteholders, that object to or commence any legal proceeding challenging the foregoing shall not (subject adequate protection granted or proposed to Section 4.02(d) be granted to the holders of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights the RBL Claims under the Term Loan Credit Agreement or IndenturesCash Collateral Order.

Negative Commitments. Subject to Except as set forth in Section 5 8 or with the prior written consent of this Agreementthe Required Consenting Noteholders, during the Agreement Effective Period, each Consenting Stakeholder agrees in respect of all of its the Company Claims/Interests severally and not jointly that it Parties shall not directly or indirectly, and shall cause their respective subsidiaries not to: (a) object to, delay, impede, or take any other action to, or reasonably likely to, materially to interfere with the acceptance, implementation, or consummation of the Recapitalization Restructuring Transactions; (b) propose, file, support, vote fortake any action that is inconsistent in any material respect with, or consent is intended to any Alternative Transaction Proposalfrustrate or impede approval, implementation and consummation of the Restructuring Transactions described in this Agreement or the Plan; (c) modify the Plan, in whole or in part, to reflect terms that are not consistent with this Agreement in all material respects; (d) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other document with any court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent with this Agreement; Agreement (d) exercise any right or remedy for including the enforcementconsent rights of the Consenting Noteholders set forth herein as to the form and substance of such motion, collectionpleading, or recovery of any of other Definitive Document) or the Company Claims/Interest in connection with or arising out of the Marble Ridge Litigation, including (i) calling, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunderPlan; (e) initiatesell (including any sale leaseback transaction), lease, mortgage, pledge, grant, or have initiated on its behalfincur any encumbrance on, or otherwise Transfer, any litigation properties or proceeding assets of any kind against the Company Parties Parties, including any Equity Interests, other than (i) sales or disposals of properties or assets in the ordinary course of business, (ii) the Florida Sale Leaseback Transaction, or (ii) the PNW Sale; (f) purchase, lease, or otherwise acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any assets or properties, other than in the ordinary course of business; (g) (i) enter into any merger with or into, or consolidation or amalgamation with, any other Person, other than in the ordinary course of business, (ii) permit any other Person to enter into any merger with or into, or consolidation or amalgamation with, it, other than in the ordinary course of business, or (iii) enter into any joint venture, partnership, sharing of profits or other similar arrangement involving co-investment between a Company Party or subsidiary thereof and any other Person, other than in the ordinary course of business; (h) split, combine, or reclassify any of the their respective Equity Interests, or declare, set aside or pay any dividend or other Parties distribution payable in cash, stock, property, or otherwise material with respect to this Agreement, the Recapitalization Transactions, or any Company Claim/Interest other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreementof their respective Equity Interests; provided, that the foregoing nothing in this Section 7.02(h) shall not (subject apply to those certain dividends, distributions, and other payments described in Section 4.02(d5.01(iv)(A)–(B) of this Agreement and Section 4.03 of this the PNW Sale Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures; or (fi) object totake action with respect to any of the actions set forth on Schedule 7.02(i) (the “Specified Material Actions”) absent prior consultation with, delayand prior reasonable consent of, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or IndenturesRequired Consenting Noteholders.

Negative Commitments. Subject to Section 5 of this Agreement, during (a) During the Agreement Effective Period, Period as to each Consenting Stakeholder Creditor Party, such Consenting Creditor Party agrees (in the case of each Consenting BrandCo Lender, in respect of all of its Company Claims/Interests severally presently owned (as detailed on the signature pages attached hereto) and not jointly hereafter acquired, in each case, 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, and it shall not direct any other Entity to: (ai) object to, delay, impede, or take any other action toto interfere with, delay, or reasonably likely to, materially interfere with impede the acceptance, implementationconsummation, or consummation implementation of the Recapitalization Plan or the Restructuring Transactions; (bii) seek, solicit, propose, file, support, vote forin favor of, assist, engage in negotiations in connection with, or consent to participate in the formulation, preparation, filing, or prosecution of any Alternative Transaction Restructuring Proposal; (ciii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent inconsistent with this AgreementAgreement or the Restructuring Transactions; (d) exercise any right or remedy for the enforcement, collection, or recovery of any of the Company Claims/Interest in connection with or arising out of the Marble Ridge Litigation, including (i) calling, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunder; (eiv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind that is inconsistent with this Agreement or the Restructuring Transactions against the Company Parties Debtors or any of the other Parties with respect to this Agreement(it being understood, for the Recapitalization Transactionsavoidance of doubt, that any litigation or any Company Claim/Interest other than proceeding to enforce this Agreement or any Definitive Document or as that is otherwise permitted under this Agreement; provided, that the foregoing Agreement shall not (subject be construed to Section 4.02(d) of be inconsistent with this Agreement and Section 4.03 or the Restructuring Transactions); (v) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Company Claims/Interests in a manner that is inconsistent with this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures; or (fvi) object to, delay, impede, or take any other action to interfere with the Company PartiesDebtors’ ownership and possession of their assets, wherever located; provided, that or interfere with the foregoing shall not (subject to Section 4.02(d) automatic stay arising under section 362 of this Agreement and Section 4.03 of the Bankruptcy Code or any stay in the Canadian Recognition Proceeding, other than as permitted by this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures.

Negative Commitments. Subject to Section 5 of this Agreement, during During the Agreement Effective Period, each Consenting Stakeholder Ascent agrees in respect of any and all of its Existing Equity Interests and Company Claims/Interests severally and not jointly , to the extent applicable, that it shall not directly or indirectly: : (a) object to, delay, impede, or take any other action to, or reasonably likely to, materially to interfere with the pursuit, acceptance, implementation, or consummation of the Recapitalization Transactions; Restructuring (including, for the avoidance of doubt, the Non-Ascent Restructuring), or take any other action that is inconsistent with, or that would delay or obstruct the proposal or consummation of, the Restructuring (including, for the avoidance of doubt, the Non-Ascent Restructuring); (b) take any action that is inconsistent with, or is intended to frustrate, impede, delay or obstruct the approval, implementation, and consummation of the Restructuring (including, for the avoidance of doubt, the Non-Ascent Restructuring); (c) file any motion, pleading, Definitive Documents o r o t h e r d o c u me n t s with the SEC, the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not consistent with this Agreement and the Definitive Documents; (d) Transfer any material asset or right of Ascent (including any Existing Equity Interests held by Ascent) or any material asset or right used in the business of Ascent to any Person outside the ordinary course of business without the consent of the Required Consenting Noteholders, the Required Consenting Term Lenders and the Company Parties, other than as contemplated by the Restructuring; (e) take any worthless stock deduction with respect to any Existing Equity Interests held by Ascent; (f) take any action that would impair the value of the net operating loss carryforwards and other similar tax attributes of Ascent or Monitronics; 25 EXECUTION VERSION (g) engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business other than as contemplated by the Restructuring; (h)seek, solicit, support, encourage, propose, assist, consent to, vote for, enter into, participate in, pursue or consummate any Alternative Transaction, or engage in, continue, or otherwise participate in any negotiations regarding any Alternative Restructuring Proposal or engage in, continue, or otherwise participate in discussions regarding the negotiation or formulation of, or otherwise pursue, any alternate financing or other equity proposal or offer; (i) exercise any right or remedy with respect to any of the Existing Equity Interests or Company Claims, to the extent applicable, other than in accordance with this Agreement;. (j) withdraw or revoke any tender, consent and/or vote with respect to the Restructuring (including, for the avoidance of doubt, the Non-Ascent Restructuring) to the extent applicable, except as otherwise expressly permitted pursuant to this Agreement; (k) liquidation, partnership, propose, file, support, vote for, or consent to any Alternative Transaction Proposal; dissolution, winding up, reorganization,merger,consolidation,businesscombination,jointventure, sale of assets, or restructuring for any of the Company Parties other than as contemplated and agreed to as part of the Restructuring (cincluding, for the avoidance of doubt, the Non-Ascent Restructuring); (l) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments to thereof) or take any motion, pleading, or other document with any court) action that, in whole or in part, is not materially consistent with this Agreement; the Restructuring (d) exercise any right or remedy including, for the enforcementavoidance of doubt, collectionthe Non-Ascent Restructuring), or recovery of any of the Company Claims/Interest in connection with or arising out of the Marble Ridge Litigation, including (i) calling, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit this Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or Plan; (ii) seeking to exercise any remedies thereunder; (em) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against the Company Parties or any of the other Parties with respect to this Agreement, the Recapitalization TransactionsRestructuring (including, for the avoidance of doubt, the Non-Ascent Restructuring), or any the Chapter 11 Cases contemplated herein against the Company Claim/Interest Parties or the other Parties other than to enforce this Agreement or any Definitive Document Document, to effectuate the Restructuring in accordance therewith, or as otherwise permitted under this Agreement; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures; or (fn) 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; providedor (o) enter into or adopt any new Compensation Arrangements (or amend, that modify, or terminate any existing Compensation Arrangements) without the foregoing consent of the Required Consenting Noteholders (other than as contemplated by the Restructuring Term Sheet). For the avoidance of doubt, (i) the agreements and covenants set forth in Sections 7.02(a), (b), (c), (d) (solely with respect to the Transfer of any Existing Equity Interests held by Ascent), (e), (f) (solely with respect to net operating loss carryforwards and other similar tax attributes of Monitronics), (h), (i), (j), (k), (l), (m), and (n) shall not (subject to Section 4.02(d) survive the occurrence of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures.Non-Ascent 26

Negative Commitments. Subject to Except as set forth in Section 5 of this Agreement8, during the Agreement Effective Period, each Consenting Stakeholder agrees in respect of all of its the Company Claims/Interests severally and not jointly that it Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to, or reasonably likely to, materially to interfere with the acceptance, implementation, or consummation of the Recapitalization Restructuring Transactions; (b) propose, file, support, vote fortake any action that is inconsistent in any material respect with, or consent is intended to any Alternative Transaction Proposalfrustrate or impede approval, implementation and consummation of the Restructuring Transactions described in, this Agreement or the Plan; (c) except as contemplated by this Agreement, the Plan, or pursuant to the Restructuring Transactions, transfer any asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any person or entity outside the ordinary course of business without the consent of the Required Consenting Stakeholders; provided that the foregoing shall not prohibit any actions taken pursuant to any First Day Order (other than the DIP Orders) or the De Minimis Asset Sale Order. (d) take or fail to take any action outside the ordinary course of business (except to the extent expressly contemplated by the Plan) if such action or failure to act would cause a change to the tax status of any Company Party or be expected to cause, individually or in the aggregate, a material adverse tax consequence to the Company Parties pursuant to the Plan, without the consent of the Required Consenting Stakeholders; (e) except as contemplated by this Agreement, the Plan, or pursuant to the Restructuring Transactions, engage in any merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside the ordinary course of business, other than the transactions contemplated herein and on the terms contemplated hereby without the consent of the Required Consenting Stakeholders; provided that the foregoing shall not prohibit any actions taken pursuant to any First Day Order (other than the DIP Orders) or the De Minimis Asset Sale Order. (f) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral, and/or exit financing other than the facilities contemplated under the DIP Facility and Exit Facility; (g) incur any liens or security interest, other than those existing immediately prior to the date hereof, those permitted under the DIP Facility, or those granted under the DIP Facility, the Exit Facility, or the Hedging Order; (h) modify the Plan, in whole or in part, in a manner that does not comply with this Agreement; (i) withdraw or revoke the Plan or publicly announce its intention not to pursue the Plan; (j) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other document with any court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent with this Agreement, the Plan, or the Definitive Documents; (dk) exercise any right commence an avoidance action or remedy for other legal proceeding that challenges the enforcementvalidity, collectionenforceability, avoidability, perfection, or recovery of any priority of the Company Claims/Interest in connection with obligations under or arising out of liens securing the Marble Ridge Litigation, including (i) calling, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan RBL Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunderAgreement; (el) initiatecommence, support, or have initiated on its behalf, join any litigation or proceeding of any kind adversary proceedings against the Company Parties or any of the other Parties with respect to Consenting Stakeholders; (m) except as contemplated by this Agreement, the Recapitalization Plan, or pursuant to the Restructuring Transactions, issue, sell, pledge, dispose of or encumber any additional shares of, or any Company Claim/Interest other than options, warrants, conversion privileges or rights of any kind to enforce acquire any shares of, any of its Equity Interests, including capital stock or limited liability company interests; (n) amend or propose to amend its respective certificate or articles of incorporation, bylaws or comparable organizational documents in a manner inconsistent with this Agreement or any Definitive Document or the Plan; (o) except as otherwise permitted under contemplated by this Agreement, the Plan, or pursuant to the Restructuring Transactions, split, combine or reclassify any outstanding shares of its capital stock or other Equity Interests, or declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to any of its Equity Interests; (p) except as contemplated by this Agreement, the Plan, or pursuant to the Restructuring Transactions, redeem, purchase, or acquire or offer to acquire any of its Equity Interests, including capital stock or limited liability company interests; (q) except as contemplated by this Agreement, the Plan, or pursuant to the Restructuring Transactions, incur or suffer to exist any indebtedness or debt, or guarantee any indebtedness or enter into any “keep well” or other agreement to maintain any financial condition of another person, except indebtedness existing and outstanding immediately before the Petition Date, trade payables, liabilities arising and incurred in the ordinary course of business, and indebtedness arising under the DIP Facility; provided, provided that the foregoing shall not (subject prohibit any actions taken pursuant to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under any First Day Order or the Term Loan Credit Agreement or IndenturesDe Minimis Asset Sale Order; or (fr) object toexcept as contemplated by this Agreement, delay, impedethe Plan, or take pursuant to the Restructuring Transactions, change materially its financial or tax accounting methods, except insofar as may have been required by a change in GAAP or applicable law, or revalue any other action to interfere with the Company Parties’ ownership and possession of their its material assets, wherever located; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures.

Negative Commitments. Subject to Section 5 of this Agreement, during During the Agreement Effective Period, each Consenting Stakeholder agrees agrees, in respect of all each of its Company Claims/Interests severally Interests, severally, and not jointly that jointly, that, to the extent permitted by Law and subject to the other terms hereof, it shall not directly or indirectlynot: (a) object to, delay, impede, or take any other action to, or reasonably likely to, materially that is intended to interfere with the acceptance, implementation, or consummation of the Recapitalization Transactions, including through instructions to the applicable Agents; (b) directly or indirectly solicit, initiate, encourage, endorse, propose, file, support, approve, vote for, enter or consent to participate in any discussions or any agreement regarding any Alternative Transaction Proposal; (c) file any motion, pleading, or other document with any court (including any modifications or amendments to any motion, pleading, or other document with any court) that, in whole or in part, is not materially consistent inconsistent with this Agreement; (d) exercise any right or remedy for the enforcement, collection, or recovery of any of the Company Claims/Interest in connection with or arising out of the Marble Ridge Litigation, including (i) calling, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunder; (e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to this Agreement or the Transactions contemplated in this Agreement against the Company Parties or any of the other Parties with respect to this Agreement, the Recapitalization Transactions, or any Company Claim/Interest other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures; orany Definitive Document; (fe) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of located other than any action or inaction taken by any such Consenting Stakeholder in connection with its respective rights under the DIP Facility Documents, the Term Loan Credit Agreement, and the Existing Intercreditor Agreement, in each case of each of the foregoing, subject to the affirmative commitments set forth in Section 5.01(g); (f) directly or indirectly, encourage any other Person to, directly or indirectly, subject to the terms hereof, (i) object to, delay, postpone, challenge, oppose, impede, or take any other action or any inaction to interfere with or delay the acceptance, implementation, or consummation of the Transactions contemplated in this Agreement (including the DIP Facility and the Exit Facilities) on the terms set forth in this Agreement, the Transaction Term Sheet, the DIP Facility Documents, the Exit Facilities Documents, the Plan, and any other applicable Definitive Document, including commencing or Indenturesjoining with any Person in commencing any litigation or involuntary case for relief under the Bankruptcy Code against any Company Party or any subsidiary thereof; (ii) solicit, negotiate, propose, file, support, enter into, consummate, file with the Bankruptcy Court, vote for, or otherwise knowingly take any other action in furtherance of any restructuring, workout, plan of arrangement, or chapter 11 plan for the Debtors (except a chapter 11 plan pursued in compliance with this Agreement); (iii) exercise any right or remedy for the enforcement, collection, or recovery of any claim against the Company Parties or any direct or indirect subsidiaries of the Company Parties that do not file for chapter 11 relief under the Bankruptcy Code, except in a manner consistent with this Agreement, the Transaction Term Sheet, and the DIP Facility Documents; or (iv) object to or oppose, or support any other Person’s efforts to object to or oppose, any motions filed by the Debtors that are consistent with this Agreement; or (g) with respect to the Consenting Term Lenders, not direct any administrative agent, collateral agent, or other such agent or trustee to take any action materially inconsistent with such Consenting Term Lender’s obligations under this Agreement and, if any applicable administrative agent, collateral agent, or other such agent or trustee (as applicable) takes any action materially inconsistent with such Consenting Term Lender’s obligations under this Agreement, such Consenting Term Lender shall use its commercially reasonable efforts to direct such administrative agent, collateral agent, or other such agent or trustee (as applicable) to cease and refrain from taking any such action.

Negative Commitments. Subject to Section 5 of this AgreementExcept as set forth in ‎Section 7, during the Agreement Effective Period, each Consenting Stakeholder agrees in respect no Company Party shall, without the prior written consent of all of its Company Claims/Interests severally and the Required Parties (such consent not jointly that it shall not to be unreasonably withheld), directly or indirectly: (a) object to, delay, impede, or take any other action to, or reasonably likely to, materially to interfere with the acceptance, implementation, or consummation of the Recapitalization Transactions; (b) propose, file, support, vote fortake any action that is inconsistent in any material respect with, or consent is intended to any Alternative Transaction Proposalfrustrate or impede approval, implementation, and consummation of, the Transactions; (c) other than as provided for in the Transaction Term Sheet or this Agreement or in the ordinary course of business and consistent with past practice, (i) enter into or amend, establish, adopt, restate, supplement, or otherwise modify or accelerate (x) any deferred compensation, incentive, success, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans, or agreements, including, without limitation, offer letters, employment agreements, consulting agreements, severance arrangements, or change in control arrangements with or for the benefit of any employee, or (y) any contracts, arrangements, or commitments that entitle any current or former director, officer, employee, manager, or agent to indemnification from the Company Party, or (ii) amend or terminate any existing compensation or benefit plans or arrangements (including employment agreements); (d) other than as provided for in the Transaction Term Sheet, make any payment on, or redeem, repurchase, defease, or otherwise acquire or retire for value, or create, incur, or assume any indebtedness (including any indebtedness arising or outstanding under the Credit Agreement) other than indebtedness incurred in the ordinary course of business (including ordinary course payment of interest and fees) and consistent with past practice and not prohibited by the Credit Agreement (which, for the for the avoidance of doubt, shall not include any indebtedness arising or outstanding under this Agreement); (e) other than in the ordinary course of business and consistent with past practice or this Agreement, including as provided for in the Transaction Term Sheet, (i) enter into any settlement regarding any material Claims or Causes of Action, (ii) enter into any material agreement that is not materially consistent with this Agreement, (iii) amend, supplement, modify, or terminate any material agreement in a way that is not materially consistent with this Agreement, (iv) allow any material agreement to expire if such expiration would frustrate or impede consummation of the Transactions, or (v) allow any material permit, license or regulatory approval to lapse, expire, terminate or be revoked, suspended or modified; (f) seek to modify the Definitive Documents or the Transaction Term Sheet in whole or in part, in a manner that is not consistent with this Agreement (including the Transaction Term Sheet) in all material respects; (g) file any motion, pleading, or other document Definitive Documents with any court or Governmental Entity (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, that is not materially consistent inconsistent with this AgreementAgreement (including the Transaction Term Sheet) in any material respect; (di) exercise any right or remedy for the enforcementseek discovery in connection with, collectionprepare, or recovery commence any proceeding or other action that challenges (A) the amount, validity, allowance, character, enforceability, or priority of any Company Claims/Interests of any of the Consenting Stakeholders, or (B) the validity, enforceability, or perfection of any lien or other encumbrance securing, or purporting to secure, any Company Claims/Interest in connection with or arising out Interests of any of the Marble Ridge Litigation, including (i) calling, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation Consenting Stakeholders or (ii) seeking to exercise support any remedies thereunderPerson in connection with any of the acts described in clause (i) of this Section ‎6.02(h); (ei) initiateconsummate the Transactions unless each of the conditions to the consummation of such transactions set forth in the Transaction Term Sheet has been satisfied (or waived by the applicable Persons in accordance with ‎Section 13); (j) enter into any agreement with respect to, or have initiated on its behalfotherwise consummate, any litigation transaction or proceeding series of related transactions that would give rise to a Prohibited Transaction, and any kind against attempted Prohibited Transaction shall be null and void absent the Company Parties or any consent of the Required Consenting Revolving Lenders and the Required Consenting Term Lenders (for the avoidance of doubt, nothing in this Section ‎6.02(j) shall prevent any Party from executing this Agreement or taking actions required to consummate the Transactions and execute the Definitive Documents (including the Second Lien Credit Agreement)); (k) other Parties with respect to than as provided for in the Transaction Term Sheet, this Agreement, or the Recapitalization TransactionsDefinitive Documents, enter into any Affiliate transaction with Carlyle or any Company Claim/Interest its Affiliates (other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indenturesanother Company Party); or (fl) object tosubject in all respects to ‎Section 7, delaysolicit, impedeinitiate, endorse, propose, file, support, approve, or take otherwise promote any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or IndenturesAlternative Transaction Proposal.

Negative Commitments. Subject to Section 5 of this Agreement, during During the Agreement Effective Period, each Consenting Stakeholder agrees agrees, severally, and not jointly, in respect of all of its Company Claims/Interests severally and not jointly Interests, that it shall not directly or indirectly: (a) object to, delay, impede, or take any other action to, or reasonably likely to, materially to interfere with the acceptance, implementation, or consummation of the Recapitalization Restructuring Transactions; (b) propose, file, support, or vote for, or consent to for any Alternative Transaction Restructuring Proposal; (c) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent with this AgreementAgreement or the Plan; (d) exercise initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; (e) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any of the Company Claims/Interest in connection with or arising out of the Marble Ridge Litigation, including (i) calling, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunder; (e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind Interests against the Company Parties or any of the other Parties with respect to this AgreementParties, the Recapitalization Transactions, or any Company Claim/Interest other than to enforce this Agreement Agreement, the DIP Orders, the DIP Facility Documents, the Plan, the Confirmation Order, or any other Definitive Document or as otherwise permitted under this Agreement; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures; or; (f) 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; (g) solely as to the Consenting Noteholders, object to or commence any legal proceeding challenging (i) the adequate protection granted or proposed to be granted to the holders of the RBL Claims under the DIP Orders or (ii) the DIP Facility Documents or the entry of the DIP Orders; providedor (h) 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 the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of is consistent with this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures.

Negative Commitments. Subject to Except as set forth in Section 5 7 of this Agreement, during the Agreement Effective Period, each Consenting Stakeholder agrees in respect of all of its the Company Claims/Interests severally and not jointly that it Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to, or reasonably likely to, materially to interfere with the acceptance, implementation, or consummation of the Recapitalization Restructuring Transactions; (b) propose, file, support, vote fortake any action that is inconsistent in any material respect with, or consent is intended to any Alternative Transaction Proposalfrustrate or impede approval, implementation, and consummation of the Restructuring Transactions and Settlement described in this Agreement or the Plan; (c) modify the Plan Documents, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (d) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other document with any court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent with this Agreement, the Settlement or the Plan; (de) exercise any right withdraw or remedy revoke the Plan or publicly announce its intention not to pursue the Plan; (f) move for an order authorizing or directing the enforcementassumption or rejection of a Material Executory Contract or Unexpired Lease without the consent of the Required Consenting Revolving Lenders, collectionwhich consent shall not be unreasonably withheld, and in consultation with the Required Ad Hoc Term Loan Lender Group, the Required Consenting Term Loan Lenders, and the Ad Hoc Senior Noteholder Group; (g) commence an avoidance action or other legal proceeding that challenges the validity, enforceability or priority of the obligations under the Credit Agreement; (h) commence, support, or recovery join any litigation or adversary proceeding against the Consenting Stakeholders; (i) issue, sell, pledge, dispose of or encumber any additional shares of, or any options, warrants, conversion privileges or rights of any kind to acquire any shares of, any of its Equity Interests, including capital stock or limited liability company interests; (j) amend or propose to amend its respective certificate or articles of incorporation, bylaws or comparable organizational documents in a manner inconsistent with this Agreement or the Plan; (k) split, combine or reclassify any outstanding shares of its capital stock or other Equity Interests, or declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to any of its Equity Interests; (l) redeem, purchase, or acquire or offer to acquire any of its Equity Interests, including capital stock or limited liability company interests; (m) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral, and/or exit financing other than the facilities contemplated under the DIP Facility, the Exit Financing Documents, the Plan Documents, this Agreement, the Plan, or the Term Sheets; (n) incur or suffer to exist any indebtedness or debt, or guarantee any indebtedness or enter into any “keep well” or other agreement to maintain any financial condition of another person, except indebtedness existing and outstanding immediately before the Petition Date, trade payables, liabilities arising and incurred in the ordinary course of business, and indebtedness arising under the DIP Facility; (o) change materially its financial or tax accounting methods, except insofar as may have been required by a change in GAAP or applicable law, or revalue any of its material assets; (p) other than with respect to the Amended Management Employment Agreements, enter into, adopt or amend any other management employment agreements or management compensation or incentive plans, or increase in any manner the compensation or benefits (including severance) of any director, officer, or management level employee of any of the Company Claims/Interest Parties or enter into or amend any existing employee agreements or any benefit or compensation plans, except in connection the ordinary course of business consistent with or arising out of the Marble Ridge Litigation, including (i) calling, providing notice ofpast practices in each case, or otherwise asserting any default, event of default, or acceleration except as may be expressly permitted under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunder; (e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against the Company Parties or any of the other Parties with respect to this Agreement, the Recapitalization Transactions, or any Company Claim/Interest other than to enforce this Agreement or the Plan; and (q) incur any Definitive Document liens or as otherwise security interest, other than those existing immediately prior to the date hereof, those permitted under this Agreement; providedthe DIP Facility, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights or those granted under the Term Loan Credit Agreement or Indentures; or (f) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or IndenturesDIP Facility.

Negative Commitments. Subject to Section 5 of this Agreement, during During the Agreement Effective Period, each Consenting Stakeholder I Squared agrees in respect of all of its Company Claims/Interests severally and not jointly that it shall not directly or indirectly, and shall cause its affiliates and subsidiaries not to: (a) object to, delay, impede, interfere with, frustrate or take any other action to, or that is reasonably likely toto delay, materially impede, interfere with or frustrate the acceptance, implementation, or consummation of the Recapitalization TransactionsRestructuring or the I Squared Infrastructure Sale; (b) object to, delay, impede, interfere with, frustrate or take any other action that is reasonably likely to delay, impede, interfere with, or frustrate the use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Orders; (c) propose, file, support, vote for, or consent to solicit any Alternative Transaction ProposalRestructuring; (cd) file or have filed on its behalf any motion, pleading, or other document with any court (including any modifications or amendments to thereof) with the Bankruptcy Court or any motion, pleading, or other document with any court) court that, in whole or in part, is not materially consistent with this Agreement; (d) exercise any right or remedy for , the enforcementI Squared Infrastructure Sale Agreement, collectionthe I Squared Infrastructure Sale Agreement Amendment, the Plan, or recovery of any of the Company Claims/Interest in connection with or arising out of the Marble Ridge Litigation, including (i) calling, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunderother Definitive Document; (e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against the any Company Parties Party or any of the other Parties in violation of this Agreement with respect to the Chapter 11 Cases, this Agreement, the Recapitalization TransactionsRestructuring, or any Company Claim/Interest the I Squared Infrastructure Sale other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures; orthe I Squared Infrastructure Sale Agreement; (f) object to, delay, impede, or interfere with the automatic stay under section 362 of the Bankruptcy Code, or take any other action to interfere with the Company Parties’ Company’s ownership and possession of their its assets, wherever located; or (g) agree or commit to do any of the foregoing; provided, that the foregoing shall not (subject to nothing in this Section 4.02(d) of 6.02 or in this Agreement and Section 4.03 of this Agreement) apply shall in any way preclude or limit I Squared from enforcing the I Squared Infrastructure Sale Agreement pursuant to enforcement of rights under the Term Loan Credit Agreement or Indenturesits terms.

Negative Commitments. Subject to Section 5 of this Agreement, during During the Agreement Effective Period, except as otherwise provided in Section ‎5.04, each Consenting Stakeholder Stakeholder, as applicable, severally, and not jointly and severally, agrees in respect of all of its Company Claims/Interests severally and not jointly (subject to Section ‎5.04) that it shall not not, directly or indirectly, and shall not direct any Trustee or other Entity to: (a) object totake any action that is inconsistent with this Agreement or the Restructuring Transactions or that would reasonably be expected to interfere with, delay, impede, or take any other action to, impede the solicitation and approval of the Disclosure Statement or reasonably likely to, materially interfere with the acceptance, implementation, or confirmation and consummation of the Recapitalization Plan and the Restructuring Transactions; (b) directly or indirectly, through any Person, seek, solicit, propose, file, support, vote forengage in negotiations in connection with or participate in the formulation, preparation, filing, or consent to prosecution of any Alternative Transaction Restructuring Proposal; (c) file any motion, objection, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent inconsistent with this Agreement, the Plan or the Restructuring Transactions; (d) take (directly or indirectly), or direct the applicable Trustee to take, any action to enforce or exercise any right or remedy for the enforcement, collection, or recovery of any of the Company Claims/Interest in connection with or arising out of the Marble Ridge LitigationInterests, including rights or remedies arising from or asserting or bringing any claims under or with respect to the Senior Secured Notes Indenture and any Transaction Document (i) callingas defined in the Senior Secured Notes Indenture), providing notice ofthe 2025 Convertible Notes Indenture or the 2026 Convertible Notes Indenture, or otherwise asserting any defaultas applicable, event of default, or acceleration under to the Term Loan Credit Agreement or Unsecured Notes in connection extent inconsistent with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunderthis Agreement; (e) enter into any cooperation agreement or similar agreement or arrangement with any other holder of Company Claims/Interests that both (i) relates to the holding, voting or disposition of any instrument, security or notes in connection with the Company Parties or the Reorganized Company Parties, or any entitlement to distributions, sharing of recoveries, opportunities to participate in future transactions in relation to such instrument, security or notes, and (ii) by its terms remains in effect after the Closing Date; (f) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against the Company Parties or any of the other Parties (including a derivative action), including, without limitation, with respect to this Agreement, the Recapitalization Restructuring Transactions, or the Chapter 11 Cases, against the Company or any Company Claim/Interest of its direct or indirect subsidiaries or the other Parties (other than to enforce this Agreement or any Definitive Document or as otherwise permitted under consistent with this Agreement; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures; or); (fg) object to, delay, impede, or take any other action to interfere with the Company PartiesCompany’s or its direct or indirect subsidiaries’ ownership and possession of its or their assets, wherever located; provided, that or interfere with the foregoing shall not (subject to Section 4.02(d) automatic stay arising under section 362 of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or IndenturesBankruptcy Code in the Chapter 11 Cases.

Negative Commitments. Subject to Section 5 of this Agreement, during During the Agreement Effective Period, each Consenting Stakeholder agrees Creditor agrees, severally and not jointly, in respect of all of its Company Claims/Interests severally and not jointly Interests, that it shall not directly or indirectly: (ai) object to, delay, impede, or take any other action to, or reasonably likely to, materially to interfere with the acceptance, implementation, or consummation of the Recapitalization Restructuring Transactions; (b) propose, file, support, vote for, or consent to any Alternative Transaction Proposal; (cii) file or join in any motion, objection, pleading, or other document with the Bankruptcy Court, Israeli Court or any other court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent inconsistent with this Agreement; (diii) exercise any right remedies or remedy otherwise take any enforcement action prior to the Termination Date with respect to any Default or Event of Default, whether or not existing as of the date of this Agreement or which may occur or be deemed to occur during the effectiveness of this Agreement (each as defined in the Senior Notes Indenture or the Loan and Security Agreement, as applicable) (including, but not limited to, any Default or Event of Default that is caused solely by the Company’s entry into this RSA or the Definitive Documents and the Restructuring Transactions contemplated herein and therein), under the Senior Notes Indenture or the Loan and Security Agreement, as applicable, provided that, for the enforcementavoidance of doubt, collectionfollowing the Termination Date (if applicable), or recovery of any the Consenting Creditors shall be entitled to exercise all rights and remedies pursuant to the terms of the Company Claims/Interest in connection with or arising out of the Marble Ridge LitigationSenior Notes Indenture, including (i) callingLoan and Security Agreement, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunder;and/or applicable law; and (eiv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against the Company Parties or any of the other Parties with respect to this Agreement, the Recapitalization Transactions, or any Company Claim/Interest other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided, that any Consenting Creditor may file motions, pleadings, or other documents with the foregoing shall Bankruptcy Court, Israeli 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 (subject to Section 4.02(d) of this Agreement and Section 4.03 of specifically set forth in this Agreement) apply to enforcement of rights under , including the Restructuring Term Loan Credit Agreement or Indentures; or (f) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or IndenturesSheet.

Negative Commitments. Subject to Except as set forth in Section 5 of this Agreement7, during the Agreement Effective Period, each Consenting Stakeholder agrees in respect of all of its the Company Claims/Interests severally and not jointly that it Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to, or reasonably likely to, materially to interfere with the acceptance, implementation, or consummation of the Recapitalization Restructuring Transactions; (b) propose, file, support, vote fortake any action that is inconsistent in any material respect with, or consent is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in, this Agreement, the Plan, the Restructuring Term Sheet, or any Alternative Transaction Proposalother Definitive Document; (c) modify or supplement any Definitive Document (including the Plan), in whole or in part, in a manner that is inconsistent in any material respect with this Agreement; (d) to the extent inconsistent with this Agreement, transfer any asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any person or entity outside the ordinary course of business without the consent of the Required Consenting Creditors, which consent shall not be unreasonably withheld, conditioned, or delayed; (e) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other document with any court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent inconsistent in any material respect with this Agreement or the Restructuring Term Sheet; (f) incur any liens or security interests, except as permitted under the DIP Orders; (g) enter into any commitment or agreement with respect to debtor in possession financing or the use of cash collateral other than the DIP Term Loan Credit Agreement and the DIP Revolving Loan Credit Agreement unless such commitment or agreement satisfies the DIP Term Loan Credit Agreement and the DIP Revolving Loan Credit Agreement obligations in full in cash and such commitment or agreement complies in all respects with this Agreement; (dh) exercise without the consent of the Required Consenting Creditors, which consent shall not be unreasonably withheld, engage in any right merger, consolidation, disposition, asset sale, acquisition, investment, dividend, incurrence of indebtedness or remedy for other similar transaction outside of the enforcementordinary course of business other than the Restructuring Transactions; (i) commence, collection, support or recovery of join any litigation or adversary proceeding against any of the Company Claims/Interest in connection with or arising out of the Marble Ridge Litigation, including (i) calling, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunder; (e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against the Company Parties or any of the other Parties with respect to this Agreement, the Recapitalization Transactions, or any Company Claim/Interest other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or IndenturesConsenting Creditors; or (fj) object toseek, delaysolicit, impede, propose or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indenturessupport an Alternative Restructuring Proposal.

Negative Commitments. Subject to Except as set forth in Section 5 of this Agreement7.03, during the Agreement Effective Period, each Consenting Stakeholder agrees in respect of all of its the Company Claims/Interests severally and not jointly that it Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to, or reasonably likely to, materially to interfere with the acceptance, implementation, or consummation of the Recapitalization Restructuring Transactions; (b) propose, file, support, vote fortake any action that is inconsistent in any material respect with, or consent is intended to any Alternative Transaction Proposalfrustrate or impede approval, implementation and consummation of the Restructuring Transactions described in, this Agreement, the Plan, or the Definitive Documents; (c) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other document with any court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent inconsistent with this AgreementAgreement or the Restructuring Transactions; (d) exercise any right or remedy for the enforcementamend, collectionalter, or recovery of any of the Company Claims/Interest in connection with or arising out of the Marble Ridge Litigationsupplement, including (i) calling, providing notice of, restate or otherwise asserting modify any defaultDefinitive Document, event of defaultin whole or in part, or acceleration under the Term Loan Credit in a manner that is materially inconsistent with this Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunderRestructuring Transactions; (e) initiateamend, alter, supplement, restate or have initiated on otherwise modify any Elk Hills Power Agreements, in whole or in part, in a manner that is materially inconsistent with the Restructuring Term Sheet without the consent of the Required Consenting Creditors and Ares; (i) operate its behalfbusiness outside the ordinary course (other than any changes in the operations resulting from or relating to the Restructuring Transactions or the filing of the Chapter 11 Cases), taking into account the Restructuring Transactions or (ii) engage in any litigation material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or proceeding other similar transaction or transfer any asset or right of any kind against the Company Parties or any asset or right used in the business of the Company Parties to any person or entity outside the ordinary course of business, in each of cases (i) and (ii) without the reasonable consent of the Required Consenting Creditors and, prior to the Settlement Effective Date, Ares; provided that, from and after the Settlement Effective Date, any action described in subsections (i) or (ii) of this section 7.02(f) that disproportionately and adversely affects Ares, as compared to the other Parties Required Consenting Parties, shall require the reasonable consent of Ares. (g) except to the extent required by this Agreement or otherwise required to consummate the Restructuring Transactions, make or change any tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended tax return, enter into any closing agreement, settle any tax claim or assessment, surrender any right to claim a tax refund, offset or other reduction in tax liability or consent to any extension or waiver of the limitation period applicable to any tax claim or assessment, in each case without the reasonable consent of the Required Consenting Creditors and, prior to the Settlement Effective Date, Ares; provided that, from and after the Settlement Effective Date, any action described in this Section 7.02(g) that disproportionately and adversely affects Ares, as compared to the other Required Consenting Parties, shall require the reasonable consent of Ares; (h) support any effort to reject, seek to modify, fail to perform, or any way take any action to delay, impede, or interfere with any of the Elk Hills Power Agreements except to the extent consistent with the 9019 Orders; (i) develop, promote or otherwise pursue the “bypass plan” involving the LTS-1 and LTS-2 gas processing plants and the 35R Cogen facility located in Xxxx County, California or any action with a similar effect; (j) except with the consent of the Required Consenting Creditors, (i) take any action that would result in the entry of any order by the Bankruptcy Court that imposes a sell-down order or restricts the ability of Consenting Creditors or other parties to Transfer any of the Company Parties’ securities, including, for the avoidance of doubt, any such order intended to preserve net operating losses or other tax attributes or (ii) make any material determination with respect to this Agreement(a) any such transfer restriction, the Recapitalization Transactionssell-down order, or notification requirement regarding ownership of claims in order to determine whether further actions (including Transfer restrictions or sell-down orders) are necessary or (b) the potential imposition or waiver of any Company Claim/Interest other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreementof the foregoing; provided, provided that the foregoing Required Consenting Creditors shall consent to (A) the filing by the Company Parties of a motion with the Bankruptcy Court for entry of an order establishing the date of the entrance of such order as the record date for notice of such potential trading restriction or sell-down order with respect to Company Claims and (B) the filing by the Company Parties of a motion restricting trading of CRC’s equity securities which, for the avoidance of doubt, do not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indenturesinclude Company Claims; or (fk) object to, delay, impede, file any motion or pleading with the Bankruptcy Court or any other court or take any other action (or direct any of the Agents or the Second Lien Indenture Trustee to interfere with the Company Parties’ ownership and possession take any such action) to require or compel any holder of their assets, wherever located; provided, that the foregoing shall not (subject 2016 Term Loan Claims or Second Lien Notes Claims to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights turn over any recoveries or distributions under the Term Loan Credit Agreement or IndenturesPlan pursuant to any applicable intercreditor agreement.

Negative Commitments. Subject to Except as set forth in Section 5 of this Agreement7, during the Agreement Effective Period, each Consenting Stakeholder agrees in respect of all of its the Company Claims/Interests severally and not jointly that it Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to, or reasonably likely to, materially to interfere with the acceptance, implementation, or consummation of the Recapitalization Restructuring Transactions; (b) proposepursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Noteholders (not to be unreasonably withheld, file, support, vote forconditioned, or delayed), provided that no such consent shall be required in relation to any Alternative Transaction Proposalthe Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any Proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any Proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Noteholders, or (iii) initiating any Proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Noteholders or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other document with any court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (g) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Noteholders, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal Proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Noteholder, or (B) support any third party in connection with any of the acts described in clause (A); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (dj) exercise in respect of any right person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or remedy for agree to grant any increase in the enforcementwages, collectionsalary, bonus, commissions, retirement benefits, severance or recovery other compensation or benefits of any director, manager, officer or employee of any of the Company Claims/Interest in connection with or arising out of the Marble Ridge Litigation, including (i) calling, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunder; (e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against the Company Parties Debtors or any of their respective subsidiaries, except for any increase that is done with the other Parties with respect consent of the Required Consenting Noteholders (not to this Agreementbe unreasonably withheld, the Recapitalization Transactionsconditioned, or delayed); or (B) enter into, adopt or establish any Company Claim/Interest other than new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to enforce this Agreement amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any Definitive Document or as otherwise permitted under this Agreement; provided, that of the foregoing shall that is done with the written consent of the Required Consenting Noteholders (not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement be unreasonably withheld, conditioned, or Indenturesdelayed); or (fk) object toauthorize, delay, impedecreate or issue any additional Equity Interests, or take redeem, purchase, acquire, declare any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement distribution on or Indenturesmake any distribution on any Equity Interests.

Negative Commitments. Subject to Section 5 of this Agreement, during (a) During the Agreement Effective Period, Period as to each Consenting Stakeholder Creditor Party, such Consenting Creditor Party agrees (in the case of each Consenting Lender, in respect of all of its Company Claims/Interests severally presently owned (as detailed on the signature pages attached hereto) and not jointly hereafter acquired, in each case, 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, and it shall not direct any other Entity to: (ai) object to, delay, impede, or take any other action toto interfere with, delay, or reasonably likely to, materially interfere with impede the acceptance, implementationconsummation, or consummation implementation of the Recapitalization Plan or the Restructuring Transactions; (bii) seek, solicit, propose, file, support, vote forin favor of, assist, engage in negotiations in connection with, or consent to participate in the formulation, preparation, filing, or prosecution of any Alternative Transaction Restructuring Proposal; (ciii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent inconsistent with this AgreementAgreement or the Restructuring Transactions; (d) exercise any right or remedy for the enforcement, collection, or recovery of any of the Company Claims/Interest in connection with or arising out of the Marble Ridge Litigation, including (i) calling, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunder; (eiv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind that is inconsistent with this Agreement or the Restructuring Transactions against the Company Parties Debtors or any of the other Parties with respect to this Agreement(it being understood, for the Recapitalization Transactionsavoidance of doubt, that any litigation or any Company Claim/Interest other than proceeding to enforce this Agreement or any Definitive Document or as that is otherwise permitted under this Agreement; provided, that the foregoing Agreement shall not (subject be construed to Section 4.02(d) of be inconsistent with this Agreement and Section 4.03 or the Restructuring Transactions); (v) exercise, or direct any other Person to exercise, any right or remedy for the enforcement, collection, or recovery of any Company Claims/Interests in a manner that is inconsistent with this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures; or (fvi) object to, delay, impede, or take any other action to interfere with the Company PartiesDebtors’ ownership and possession of their assets, wherever located; provided, that or interfere with the foregoing shall not (subject to Section 4.02(d) automatic stay arising under section 362 of this Agreement and Section 4.03 of the Bankruptcy Code or any stay in the Canadian Recognition Proceeding, other than as permitted by this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures.