Common use of Reservation of Rights; No Admission Clause in Contracts

Reservation of Rights; No Admission. Except as expressly provided in this Agreement and in any amendment hereto, nothing herein is intended to, or does, in any manner waive, limit, impair or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies and interests, including its claims against any of the other Restructuring Support Parties (or their respective Affiliates or Subsidiaries) and any Encumbrances it may have on or in any assets or properties of any of the Debtors, (b) consult with any of the other Restructuring Support Parties, (c) fully participate in any bankruptcy case filed by any Debtor, or (d) purchase, sell or enter into any transactions in connection with Claims and Interests, in each case subject to the terms hereof. Without limiting the foregoing sentence in any way, if the Restructuring is not consummated, or if this Agreement is terminated for any reason, nothing herein shall be construed as a waiver by any Restructuring Support Party of any or all of such Restructuring Support Party’s rights, remedies, claims and defenses and the Restructuring Support Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. No Consenting Lender shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, or any other Person, and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender any obligations in respect of this Agreement or the Restructuring except as expressly set forth herein. This Agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the Restructuring Support Parties. Pursuant to Rule 408 of the Federal Rules of Evidence, any applicable state rules of evidence and any other applicable Law, foreign or domestic, this Agreement and all negotiations relating hereto shall not be admissible into evidence in any Proceeding other than a Proceeding to enforce its terms. Neither this Agreement nor any of the other Restructuring Documents shall be construed as or be deemed to be evidence of an admission or concession on the part of any Restructuring Support Party of any claim, fault, liability or damages whatsoever. Each of the Restructuring Support Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

Reservation of Rights; No Admission. a. Nothing contained herein shall (i) limit (A) the ability of any Party to consult with other Parties, or (B) the rights of any Party under any applicable bankruptcy, insolvency, foreclosure, or similar proceeding, including the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Cases, in each case, so long as such consultation or appearance is consistent with such Party’s obligations hereunder; (ii) limit the ability of any Consenting Party to sell or enter into any transactions in connection with the Claims, or any other claims against or interests in the Company, subject to the terms of Section 4(b) hereof; or (iii) constitute a waiver or amendment of any provision of any applicable credit agreement or indenture or any agreements executed in connection with such credit agreement or indenture. b. Except as expressly provided in this Agreement and in any amendment heretoAgreement, nothing herein is intended to, or does, in any manner waive, limit, impair impair, or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies remedies, and interests, including its claims against any of the other Restructuring Support Parties (or their respective Affiliates affiliates or Subsidiariessubsidiaries) and any Encumbrances it may have on or in any assets or properties of any of the Debtors, (b) consult with any of the other Restructuring Support Parties, (c) fully participate its full participation in any bankruptcy case filed by any Debtor, or (d) purchase, sell or enter into any transactions in connection with Claims and Interests, in each case subject to the terms hereof. Without limiting the foregoing sentence in any way, if the Restructuring is not consummated, or if this Agreement is terminated for any reason, nothing herein shall be construed as a waiver by any Restructuring Support Party of any or all of such Restructuring Support Party’s rights, remedies, claims and defenses and the Restructuring Support Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. No Consenting Lender shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, Company or any other Person, of its affiliates and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender any obligations in respect of this Agreement or the Restructuring except as expressly set forth hereinsubsidiaries. This Agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the Restructuring Support Parties. Pursuant to Rule 408 of the Federal Rules Rule of Evidence, any applicable state rules of evidence evidence, and any other applicable Lawlaw, foreign or domestic, this Agreement and all negotiations relating hereto thereto shall not be admissible into evidence in any Proceeding proceeding other than a Proceeding proceeding to enforce its terms. Neither this This Agreement nor any of the other Restructuring Documents shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Restructuring Support Party of any claim, fault, claim or fault or liability or damages whatsoever. Each of the Restructuring Support Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

Reservation of Rights; No Admission. Except Subject to and except as expressly provided in this Agreement and or in any amendment heretothereof agreed upon by the Parties pursuant to the terms hereof, nothing herein is intended to, or does, in any manner waive, limit, impair impair, or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies remedies, and interests, including its claims against any of the other Restructuring Support Parties (or their respective Affiliates or Subsidiariessubsidiaries); provided, further, that nothing herein is intended to, or does, in any manner, waive, limit, impair, or restrict (i) the ability of the Debtors or any Supporting Noteholder to object to, contest or otherwise file any pleading opposing the retention applications (and any Encumbrances it may have on professional fees or in any assets or properties expenses sought to be paid by the Debtors pursuant to such retention applications) of any of professional sought to be engaged by the Debtors, (b) consult with any of the other Restructuring Support Parties, (c) fully participate Committee in any bankruptcy case filed by any Debtor, these Chapter 11 Cases or (dii) purchasethe Committee’s ability to object to, sell contest or enter into otherwise file any transactions in connection pleading opposing any professional fees or expenses sought to be paid by the Debtors to any professionals engaged by the Debtors or, and not inconsistent with Claims and Intereststhe Final DIP Order, in each case subject to the terms hereofSupporting Noteholders. Without limiting the foregoing sentence in any way, if the Restructuring Amended Plan is not consummatedconfirmed, or if this Agreement is terminated for any reason, nothing herein in this Agreement shall be construed as a waiver by any Restructuring Support Party of any or all of such Restructuring Support Party’s rights, remedies, claims claims, and defenses defenses, and the Restructuring Support Parties expressly reserve any and all of their respective rights, remedies, claims claims, and defenses. No Consenting Lender shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, or any other Person, and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender any obligations in respect of this Agreement or the Restructuring except as expressly set forth herein. This Agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the Restructuring Support Parties. Pursuant to Rule 408 of the Federal Rules of Evidence, any applicable state rules of evidence and any other applicable Applicable Law, foreign or domestic, this Agreement and all negotiations relating hereto thereto shall not be admissible into evidence in any Proceeding proceeding other than a Proceeding proceeding to enforce its terms. Neither this This Agreement nor any of the other Restructuring Documents shall in no event be construed as as, or be deemed to be be, evidence of an admission or concession on the part of any Restructuring Support Party of any claim, fault, claim or fault or liability or damages whatsoever. Each of the Restructuring Support Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

Reservation of Rights; No Admission. (a) Nothing contained herein shall: (i) limit (A) the ability of any Consenting Noteholder to consult with other Consenting Noteholder, the Company, or any Consenting Equityholder or (B) the rights of any Consenting Noteholder under any applicable bankruptcy, insolvency, foreclosure or similar proceeding, including, without limitation, the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Cases, in each case, so long as such consultation or appearance is consistent in all material respects with such Consenting Noteholder’s obligations hereunder or under the terms of the Plan and are not for the purpose of hindering, delaying or preventing the confirmation or consummation of the Restructuring Transactions; (ii) limit the ability of any Consenting Noteholder to sell or enter into any transactions in connection with the Secured Notes or any other claims against or interests in the Company, subject to the terms of Sections 3(e) and 3(g) hereof; (iii) limit the rights of any Consenting Noteholder under the Indentures, or any agreements executed in connection with the Indentures to the extent not inconsistent with this Agreement, the Term Sheet, or the Restructuring or (iv) constitute a waiver or amendment of any provision of the Indenture, or any agreements executed in connection with the Indentures, subject to the terms of Section 9 hereof. (b) Except as expressly provided in this Agreement and in any amendment heretoAgreement, nothing herein is intended to, or does, in any manner waive, limit, impair or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies and interests, including without limitation, its claims against any of the other Restructuring Support Parties (or their respective Affiliates affiliates or Subsidiariessubsidiaries) and any Encumbrances it may have on or in any assets or properties of any of the Debtors, (b) consult with any of the other Restructuring Support Parties, (c) fully participate its full participation in any bankruptcy case filed by any Debtor, or (d) purchase, sell or enter into any transactions in connection with Claims and Interests, in each case subject to the terms hereof. Without limiting the foregoing sentence in any way, if the Restructuring is not consummated, or if this Agreement is terminated for any reason, nothing herein shall be construed as a waiver by any Restructuring Support Party of any or all of such Restructuring Support Party’s rights, remedies, claims and defenses and the Restructuring Support Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. No Consenting Lender shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, or any other Person, and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender any obligations in respect of this Agreement or the Restructuring except as expressly set forth hereinCompany. This Agreement is and the Term Sheet are part of a proposed settlement of matters that could otherwise be the subject of litigation among the Restructuring Support Parties. Pursuant to Rule 408 of the Federal Rules Rule of Evidence, any applicable state rules of evidence and any other applicable Lawlaw, foreign or domestic, this Agreement and all negotiations relating hereto thereto shall not be admissible into evidence in any Proceeding proceeding other than a Proceeding proceeding to enforce its terms. Neither this This Agreement nor any of the other Restructuring Documents shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Restructuring Support Party of any claim, fault, claim or fault or liability or damages whatsoever. Each of the Restructuring Support Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

Reservation of Rights; No Admission. a. Nothing contained herein shall (i) limit the ability of any Party to consult with other Parties; or (ii) limit the ability of any Supporting Party to sell or enter into any transactions in connection with the Specified Claims and Interests, or any other claims against or interests in the Company, subject to the terms of this Agreement; or (iii) constitute a waiver or amendment of any provision of any applicable credit agreement or indenture or any agreements executed in connection with such credit agreement or indenture. Except as expressly provided in this Agreement and in any amendment heretoAgreement, nothing herein is intended to, or does, in any manner waive, limit, impair impair, or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies remedies, and interests, including its claims against any of the other Restructuring Support Parties (or their respective Affiliates affiliates or Subsidiariessubsidiaries) and any Encumbrances it may have on or in any assets or properties of any of the Debtors, (b) consult with any of the other Restructuring Support Parties, (c) fully participate its full participation in any bankruptcy case filed by any Debtor, or (d) purchase, sell or enter into any transactions the Company. b. Except as expressly provided in connection with Claims and Interests, in each case subject to the terms hereof. Without limiting the foregoing sentence in any way, if the Restructuring is not consummated, or if this Agreement is terminated for any reasonAgreement, nothing herein shall be construed as a waiver by is intended to, or does, in any Restructuring Support Party manner waive, limit, impair, or restrict the ability of any or all each of such Restructuring Support Party’s the Parties to protect and preserve its rights, remedies, and interests, including its claims and defenses and against any of the Restructuring Support other Parties expressly reserve any and all of (or their respective rights, remedies, claims and defenses. No Consenting Lender shall have, affiliates or subsidiaries) or its full participation in any bankruptcy case filed by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, the Company or any other Person, of its affiliates and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender any obligations in respect of this Agreement or the Restructuring except as expressly set forth hereinsubsidiaries. This Agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the Parties. If the Restructuring Support Partiesis not consummated, or if this Agreement is terminated as to all Parties for any reason, the Parties fully reserve any and all of their rights. If this Agreement is terminated as to any Party or group individually, such Party or group fully reserves any and all of their rights. Pursuant to Rule 408 of the Federal Rules Rule of Evidence, any applicable state rules of evidence evidence, and any other applicable Lawlaw, foreign or domestic, this Agreement and all negotiations relating hereto thereto shall not be admissible into evidence in any Proceeding proceeding other than a Proceeding proceeding to enforce its terms. Neither this This Agreement nor any of the other Restructuring Documents shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Restructuring Support Party of any claim, fault, claim or fault or liability or damages whatsoever. Each of the Restructuring Support Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

Reservation of Rights; No Admission. (a) Nothing contained herein shall (i) limit (A) the ability of any Party to consult with other Parties, or (B) the rights of any Party under any applicable bankruptcy, insolvency, foreclosure, or similar proceeding, including the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Case, in each case, so long as such consultation or appearance is consistent with such Party’s obligations hereunder, or under the terms of the Prepackaged Plan; (ii) limit the ability of any Consenting Term Lender to sell or enter into any transactions in connection with the Noteholder Claims, or any other claims against or interests in the Company, subject to the terms of Section 3(b) hereof; (iii) limit the rights of any Consenting Term Lender under the Credit Agreement or any agreements executed in connection with the Credit Agreement; or (iv) constitute a waiver or amendment of any provision of the Credit Agreement or any agreements executed in connection with the Credit Agreement. (b) Except as expressly provided in this Agreement and in any amendment heretoAgreement, nothing herein is intended to, or does, in any manner waive, limit, impair impair, or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies remedies, and interests, including its claims against any of the other Restructuring Support Parties (or their respective Affiliates affiliates or Subsidiariessubsidiaries) and any Encumbrances it may have on or in any assets or properties of any of the Debtors, (b) consult with any of the other Restructuring Support Parties, (c) fully participate its full participation in any bankruptcy case filed by the Company or any Debtorof its affiliates and subsidiaries. This Agreement, or (d) purchasethe Term Sheet, sell or enter into any transactions in connection with Claims and Interests, in each case subject to the terms hereof. Without limiting the foregoing sentence in any way, if the Restructuring is not consummated, or if this Agreement is terminated for any reason, nothing herein shall be construed as a waiver by any Restructuring Support Party of any or all of such Restructuring Support Party’s rights, remedies, claims and defenses and the Restructuring Support Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. No Consenting Lender shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, or any other Person, and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender any obligations in respect of this Agreement or the Restructuring except as expressly set forth herein. This Agreement is Prepackaged Plan are part of a proposed settlement of matters that could otherwise be the subject of litigation among the Restructuring Support Parties. Pursuant to Rule 408 of the Federal Rules Rule of Evidence, any applicable state rules of evidence evidence, and any other applicable Lawlaw, foreign or domestic, this Agreement and all negotiations relating hereto thereto shall not be admissible into evidence in any Proceeding proceeding other than a Proceeding proceeding to enforce its terms. Neither this This Agreement nor any of the other Restructuring Documents shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Restructuring Support Party of any claim, fault, claim or fault or liability or damages whatsoever. Each of the Restructuring Support Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

Reservation of Rights; No Admission. Except as expressly provided in this Agreement and in any amendment hereto, nothing herein is intended to, or does, in any manner waive, limit, impair or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies and interests, including its claims against any of the other Restructuring Support Parties (or their respective Affiliates or Subsidiaries) and any Encumbrances it may have on or in any assets or properties of any of the Debtors), (b) consult with any of the other Restructuring Support Parties, (c) fully participate in any bankruptcy case filed by any Debtor, or (d) purchase, sell or enter into any transactions in connection with Claims and Interests, in each case subject to the terms hereof. Without limiting the foregoing sentence in any way, if the Restructuring is not consummated, or if this Agreement is terminated for any reason, nothing herein shall be construed herein as a waiver by any Restructuring Support Party of any or all of such Restructuring Support Party’s rights, remedies, claims and defenses and the Restructuring Support Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. No Consenting Lender Creditor shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, or any other Person, and nothing in this AgreementAgreement (including the Restructuring Term Sheet), express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender Creditor any obligations in respect of this Agreement or the Restructuring except as expressly set forth herein. This Agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the Restructuring Support Parties. Pursuant to Rule 408 of the Federal Rules of Evidence, any applicable state rules of evidence and any other applicable Law, foreign or domestic, this Agreement and all negotiations relating hereto shall not be admissible into evidence in any Proceeding other than a Proceeding to enforce its terms. Neither this Agreement nor any of This Agreement, the other Restructuring Documents Term Sheet and the Plan shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Restructuring Support Party of any claim, fault, liability or damages whatsoeverwhatsoever (including with respect to any Pension Plan or Multiemployer Plan and it is hereby acknowledged and agreed that the Consenting Creditors are continuing to conduct diligence with respect to the Pension Plans and Multiemployer Plans). Each of the Restructuring Support Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

Reservation of Rights; No Admission. (a) Nothing contained herein shall (i) limit (A) the ability of any Consenting Noteholder to consult with any other Consenting Noteholder or Genco or Dynegy or (B) the rights of any Consenting Noteholder under any applicable bankruptcy, insolvency, or similar proceeding, including, without limitation, the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Case, in each case, so long as such consultation or appearance is consistent with such Consenting Noteholder’s obligations hereunder or under the terms of the Plan and are not for the purpose of hindering, delaying or preventing the confirmation or consummation of the Plan or the Restructuring. (b) Except as expressly provided in this Agreement and in any amendment heretoAgreement, nothing herein is intended to, or does, in any manner waive, limit, impair or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies and interests, including without limitation, its claims against any of the other Restructuring Support Parties (or their respective Affiliates affiliates or Subsidiariessubsidiaries) and any Encumbrances it may have on or in any assets or properties of any of the Debtors, (b) consult with any of the other Restructuring Support Parties, (c) fully participate its full participation in any bankruptcy case filed by any Debtor, or (d) purchase, sell or enter into any transactions in connection with Claims and Interests, in each case subject to the terms hereof. Without limiting the foregoing sentence in any way, if the Restructuring is not consummated, or if this Agreement is terminated for any reason, nothing herein shall be construed as a waiver by any Restructuring Support Party of any or all of such Restructuring Support Party’s rights, remedies, claims and defenses and the Restructuring Support Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. No Consenting Lender shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, Genco or any other Person, of its affiliates and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender any obligations in respect of this Agreement or the Restructuring except as expressly set forth hereinsubsidiaries. This Agreement is and the Term Sheet are part of a proposed settlement of matters that could otherwise be the subject of litigation among the Restructuring Support Parties. Pursuant to Rule 408 of the Federal Rules Rule of Evidence, any applicable state rules of evidence and any other applicable Lawlaw, foreign or domestic, this Agreement and all negotiations relating hereto thereto shall not be admissible into evidence in any Proceeding proceeding other than a Proceeding proceeding to enforce its terms. Neither this This Agreement nor any of the other Restructuring Documents shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Restructuring Support Party of any claim, fault, claim or fault or liability or damages whatsoever. Each of the Restructuring Support Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

Reservation of Rights; No Admission. a. Nothing contained herein shall (i) limit (A) the ability of any Party to consult with other Parties, or (B) the rights of any Party under any applicable bankruptcy, insolvency, foreclosure, or similar proceeding, including the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Cases, in each case, so long as such consultation or appearance is consistent with such Party’s obligations hereunder; (ii) limit the ability of any Consenting Lender to sell or enter into any transactions in connection with the Claims, or any other claims against or interests in the Company, subject to the terms of Section 4(b) hereof; or (iii) constitute a waiver or amendment of any provision of any applicable credit agreement or indenture or any agreements executed in connection with such credit agreement or indenture. b. Except as expressly provided in this Agreement and in any amendment heretoAgreement, nothing herein is intended to, or does, in any manner waive, limit, impair impair, or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies remedies, and interests, including its claims against any of the other Restructuring Support Parties (or their respective Affiliates affiliates or Subsidiariessubsidiaries) and any Encumbrances it may have on or in any assets or properties of any of the Debtors, (b) consult with any of the other Restructuring Support Parties, (c) fully participate its full participation in any bankruptcy case filed by any Debtor, or (d) purchase, sell or enter into any transactions in connection with Claims and Interests, in each case subject to the terms hereof. Without limiting the foregoing sentence in any way, if the Restructuring is not consummated, or if this Agreement is terminated for any reason, nothing herein shall be construed as a waiver by any Restructuring Support Party of any or all of such Restructuring Support Party’s rights, remedies, claims and defenses and the Restructuring Support Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. No Consenting Lender shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, Company or any other Person, of its affiliates and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender any obligations in respect of this Agreement or the Restructuring except as expressly set forth hereinsubsidiaries. This Agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the Restructuring Support Parties. Pursuant to Rule 408 of the Federal Rules Rule of Evidence, any applicable state rules of evidence evidence, and any other applicable Lawlaw, foreign or domestic, this Agreement and all negotiations relating hereto thereto shall not be admissible into evidence in any Proceeding proceeding other than a Proceeding proceeding to enforce its terms. Neither this This Agreement nor any of the other Restructuring Documents shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Restructuring Support Party of any claim, fault, claim or fault or liability or damages whatsoever. Each of the Restructuring Support Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

Reservation of Rights; No Admission. a. Nothing contained herein shall (i) limit (A) the ability of any Party to consult with other Parties, or (B) the rights of any Party under any applicable bankruptcy, insolvency, foreclosure, or similar proceeding, including the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Cases, in each case, so long as such consultation or appearance is consistent with such Party’s obligations hereunder; (ii) limit the ability of any Consenting Prepetition Lender to sell or enter into any transactions in connection with the Claims, or any other claims against or interests in the Company, subject to the terms of Section 4.b hereof; or (iii) constitute a waiver or amendment of any provision of any applicable credit agreement or any agreements executed in connection with such credit agreement. b. Except as expressly provided in this Agreement and in any amendment heretoAgreement, nothing herein is intended to, or does, in any manner waive, limit, impair impair, or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies remedies, and interests, including its claims against any of the other Restructuring Support Parties (or their respective Affiliates affiliates or Subsidiariessubsidiaries) and any Encumbrances it may have on or in any assets or properties of any of the Debtors, (b) consult with any of the other Restructuring Support Parties, (c) fully participate its full participation in any bankruptcy case filed by any Debtor, or (d) purchase, sell or enter into any transactions in connection with Claims and Interests, in each case subject to the terms hereof. Without limiting the foregoing sentence in any way, if the Restructuring is not consummated, or if this Agreement is terminated for any reason, nothing herein shall be construed as a waiver by any Restructuring Support Party of any or all of such Restructuring Support Party’s rights, remedies, claims and defenses and the Restructuring Support Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. No Consenting Lender shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, Company or any other Person, of its affiliates and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender any obligations in respect of this Agreement or the Restructuring except as expressly set forth hereinsubsidiaries. This Agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the Restructuring Support Parties. Pursuant to Rule 408 of the Federal Rules Rule of Evidence, any applicable state rules of evidence evidence, and any other applicable Lawlaw, foreign or domestic, this Agreement and all negotiations relating hereto thereto shall not be admissible into evidence in any Proceeding proceeding other than a Proceeding proceeding to enforce its terms. Neither this This Agreement nor any of the other Restructuring Documents shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Restructuring Support Party of any claim, fault, claim or fault or liability or damages whatsoever. Each of the Restructuring Support Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

Reservation of Rights; No Admission. (a) Nothing contained herein shall (i) limit (A) the ability of any Consenting Creditor to consult with other Consenting Creditors or the Company or (B) the rights of any Consenting Creditor under any applicable bankruptcy, insolvency, foreclosure or similar proceeding, including, without limitation, the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Cases, in each case, so long as such consultation or appearance is consistent with such Consenting Creditor’s obligations hereunder or under the terms of the Plan and are not for the purpose of hindering, delaying or preventing the confirmation or consummation of the Plan or the Restructuring; (ii) limit the ability of any Consenting Creditor to sell or enter into any transactions in connection with the Senior Notes, First Lien Loans, Second Lien Loans or any other claims against or interests in the Company, subject to the terms of Sections 3(c) and 3(d) hereof; (iii) limit the rights of any Consenting Creditor under the Indenture, the First Lien Credit Agreement or the Second Lien Credit Agreement (as applicable), or any agreements executed in connection with the Indenture, First Lien Credit Agreement or Second Lien Credit Agreement or (iv) constitute a waiver or amendment of any provision of the Indenture, the First Lien Credit Agreement or the Second Lien Credit Agreement (as applicable), or any agreements executed in connection with the Indenture, First Lien Credit Agreement or Second Lien Credit Agreement subject to the terms of Section 3(a) hereof. (b) Except as expressly provided in this Agreement and in any amendment heretoAgreement, nothing herein is intended to, or does, in any manner waive, limit, impair or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies and interests, including without limitation, its claims against any of the other Restructuring Support Parties (or their respective Affiliates affiliates or Subsidiariessubsidiaries) and any Encumbrances it may have on or in any assets or properties of any of the Debtors, (b) consult with any of the other Restructuring Support Parties, (c) fully participate its full participation in any bankruptcy case filed by any Debtor, or (d) purchase, sell or enter into any transactions in connection with Claims and Interests, in each case subject to the terms hereof. Without limiting the foregoing sentence in any way, if the Restructuring is not consummated, or if this Agreement is terminated for any reason, nothing herein shall be construed as a waiver by any Restructuring Support Party of any or all of such Restructuring Support Party’s rights, remedies, claims and defenses and the Restructuring Support Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. No Consenting Lender shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, Company or any other Person, of its affiliates and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender any obligations in respect of this Agreement or the Restructuring except as expressly set forth hereinsubsidiaries. This Agreement is and the Term Sheet are part of a proposed settlement of matters that could otherwise be the subject of litigation among the Restructuring Support Parties. Pursuant to Rule 408 of the Federal Rules Rule of Evidence, any applicable state rules of evidence and any other applicable Lawlaw, foreign or domestic, this Agreement and all negotiations relating hereto thereto shall not be admissible into evidence in any Proceeding proceeding other than a Proceeding proceeding to enforce its terms. Neither this This Agreement nor any of the other Restructuring Documents shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Restructuring Support Party of any claim, fault, claim or fault or liability or damages whatsoever. Each of the Restructuring Support Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert. (c) Notwithstanding anything herein to the contrary, nothing in this Agreement shall vitiate or restrict any consent or approval rights that any party to the DIP Commitment or the Exit Revolver Commitment may have with respect to any terms, amendments or modifications under the DIP Commitment or the Exit Revolver Commitment, as applicable.

Reservation of Rights; No Admission. (a) Nothing contained herein shall (i) limit (A) the ability of any Party to consult with other parties or entities, or (B) the rights of any Party under any applicable bankruptcy, insolvency, foreclosure, or similar proceeding, including, without limitation, the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Cases, in each case, so long as such consultation or appearance is consistent with such Party's obligations hereunder, or under the terms of the Plan; (ii) limit the ability of any Consenting Lender to sell or enter into any transactions in connection with the Lender Claims or any other interests in the Company, subject to the terms of Section 4(b) hereof; (iii) limit the rights of any Consenting Lender under the Financing Agreement or any agreements executed in connection with the foregoing; or (iv) constitute a waiver or amendment of any provision of the Financing Agreement or any agreements executed in connection with the foregoing. (b) Except as expressly provided in this Agreement and in any amendment heretoAgreement, nothing herein is intended to, or does, in any manner waive, limit, impair impair, or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies remedies, and interests, including including, without limitation, its claims against any of the other Restructuring Support Parties (or their respective Affiliates affiliates or Subsidiariessubsidiaries) and any Encumbrances it may have on or its full participation in any assets or properties of any of the Debtors, (b) consult with any of the other Restructuring Support Parties, (c) fully participate in any bankruptcy case filed by any Debtor, or (d) purchase, sell or enter into any transactions in connection with Claims and Interests, in each case subject to the terms hereof. Without limiting the foregoing sentence in any way, if the Restructuring is not consummated, or if this Agreement is terminated for any reason, nothing herein shall be construed as a waiver by any Restructuring Support Party of any or all of such Restructuring Support Party’s rights, remedies, claims and defenses and the Restructuring Support Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. No Consenting Lender shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, or any other Person, and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender any obligations in respect of this Agreement or the Restructuring except as expressly set forth hereinChapter 11 Cases. This Agreement is and the Plan are part of a proposed settlement of matters that could otherwise be the subject of litigation among the Restructuring Support Parties. Pursuant to Rule 408 of the Federal Rules Rule of Evidence, any applicable state rules of evidence and any other applicable Lawlaw, foreign or domestic, this Agreement and all negotiations relating hereto thereto shall not be admissible into evidence in any Proceeding proceeding other than a Proceeding proceeding to enforce its terms. Neither this This Agreement nor any of the other Restructuring Documents shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Restructuring Support Party of any claim, fault, claim or fault or liability or damages whatsoever. Each of the Restructuring Support Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert. (a) It is understood and agreed that no Consenting Lender has any duty of trust or confidence in any kind or form with any other Consenting Lender, and, except as expressly provided in this Agreement, there are no commitments among or between them. In this regard, it is understood and agreed that any Consenting Lender may trade in the Lender Claims or other equity securities of the Company without the consent of the Company or any other Consenting Lender, subject to applicable securities laws, the terms of this Agreement, the Financing Agreement and any confidentiality agreement and/or non-disclosure agreement entered into with the Company; provided, however, that no Consenting Lender shall have any responsibility for any such trading to any other person or entity by virtue of this Agreement. No prior history, pattern, or practice of sharing confidences among or between the Consenting Lenders shall in any way affect or negate this understanding and agreement.

Reservation of Rights; No Admission. (a) Nothing contained herein shall (i) limit (A) the ability of any Party to consult with other parties or entities, or (B) the rights of any Party under any applicable bankruptcy, insolvency, foreclosure, or similar proceeding, including, without limitation, the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Cases, in each case, so long as such consultation or appearance is consistent with such Party’s obligations hereunder, or under the terms of the Plan; (ii) limit the ability of any Consenting Lender to sell or enter into any transactions in connection with the Lender Claims or any other interests in the Company, subject to the terms of Section 4(b) hereof; (iii) limit the rights of any Consenting Lender under the Financing Agreement or any agreements executed in connection with the foregoing; or (iv) constitute a waiver or amendment of any provision of the Financing Agreement or any agreements executed in connection with the foregoing. (b) Except as expressly provided in this Agreement and in any amendment heretoAgreement, nothing herein is intended to, or does, in any manner waive, limit, impair impair, or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies remedies, and interests, including including, without limitation, its claims against any of the other Restructuring Support Parties (or their respective Affiliates affiliates or Subsidiariessubsidiaries) and any Encumbrances it may have on or its full participation in any assets or properties of any of the Debtors, (b) consult with any of the other Restructuring Support Parties, (c) fully participate in any bankruptcy case filed by any Debtor, or (d) purchase, sell or enter into any transactions in connection with Claims and Interests, in each case subject to the terms hereof. Without limiting the foregoing sentence in any way, if the Restructuring is not consummated, or if this Agreement is terminated for any reason, nothing herein shall be construed as a waiver by any Restructuring Support Party of any or all of such Restructuring Support Party’s rights, remedies, claims and defenses and the Restructuring Support Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. No Consenting Lender shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, or any other Person, and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender any obligations in respect of this Agreement or the Restructuring except as expressly set forth hereinChapter 11 Cases. This Agreement is and the Plan are part of a proposed settlement of matters that could otherwise be the subject of litigation among the Restructuring Support Parties. Pursuant to Rule 408 of the Federal Rules Rule of Evidence, any applicable state rules of evidence and any other applicable Lawlaw, foreign or domestic, this Agreement and all negotiations relating hereto thereto shall not be admissible into evidence in any Proceeding proceeding other than a Proceeding proceeding to enforce its terms. Neither this This Agreement nor any of the other Restructuring Documents shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Restructuring Support Party of any claim, fault, claim or fault or liability or damages whatsoever. Each of the Restructuring Support Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert. (c) Notwithstanding anything herein to the contrary, nothing in this Agreement and neither a vote to accept the Plan by any Consenting Lender nor the acceptance of the Plan by any Consenting Lender shall (a) be construed to prohibit any Consenting Lender from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement or the Definitive Documents, or exercising rights or remedies specifically reserved herein, or (b) impair or waive the rights of any Consenting Lender to assert or raise any objection permitted under this Agreement in connection with any hearing on confirmation of the Plan or in the Bankruptcy Court.

Reservation of Rights; No Admission. (a) Nothing contained herein shall: (i) limit (A) the ability of any Party to consult with other Parties or (B) the rights of any Party under any applicable bankruptcy, insolvency, foreclosure, or similar proceeding, including the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Cases, in each case, so long as such consultation or appearance is consistent with such Party’s obligations hereunder, or under the terms of the Plan; (ii) limit the ability of any Consenting Term Lender to sell or enter into any transactions in connection with the Second Lien Notes owned or controlled by such Consenting Term Lender, or any other claims against or interests in the Company, subject to the terms of Section 3(b) hereof; (iii) limit the rights of any Consenting Term Lender under the Credit Agreement or any agreements executed in connection with the Credit Agreement; or (iv) constitute a waiver or amendment of any provision of the Credit Agreement or any agreements executed in connection with the Credit Agreement. (b) Except as expressly provided in this Agreement and in any amendment heretoAgreement, nothing herein is intended to, or does, in any manner waive, limit, impair impair, or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies remedies, and interests, including its claims against any of the other Restructuring Support Parties (or their respective Affiliates affiliates or Subsidiariessubsidiaries) and any Encumbrances it may have on or in any assets or properties of any of the Debtors, (b) consult with any of the other Restructuring Support Parties, (c) fully participate its full participation in any bankruptcy case filed by the Company or any Debtorof its affiliates and subsidiaries. This Agreement, or (d) purchase, sell or enter into any transactions in connection with Claims and Interests, in each case subject to the terms hereof. Without limiting the foregoing sentence in any way, if the Restructuring is not consummated, or if this Agreement is terminated for any reason, nothing herein shall be construed as a waiver by any Restructuring Support Party of any or all of such Restructuring Support Party’s rights, remedies, claims and defenses Term Sheet and the Restructuring Support Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. No Consenting Lender shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, or any other Person, and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender any obligations in respect of this Agreement or the Restructuring except as expressly set forth herein. This Agreement is Plan are part of a proposed settlement of matters that could otherwise be the subject of litigation among the Restructuring Support Parties. Pursuant to Rule 408 of the Federal Rules Rule of Evidence, any applicable state rules of evidence evidence, and any other applicable Lawlaw, foreign or domestic, this Agreement and all negotiations relating hereto thereto shall not be admissible into evidence in any Proceeding proceeding other than a Proceeding proceeding to enforce its terms. Neither this This Agreement nor any of the other Restructuring Documents shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Restructuring Support Party of any claim, fault, claim or fault or liability or damages whatsoever. Each of the Restructuring Support Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

Reservation of Rights; No Admission. Except as expressly provided in this This Agreement and in any amendment hereto, nothing constitutes a proposed settlement among the Parties. Regardless of whether or not the Transaction contemplated herein is intended to, or does, in any manner waive, limit, impair or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies and interests, including its claims against any of the other Restructuring Support Parties (or their respective Affiliates or Subsidiaries) and any Encumbrances it may have on or in any assets or properties of any of the Debtors, (b) consult with any of the other Restructuring Support Parties, (c) fully participate in any bankruptcy case filed by any Debtor, or (d) purchase, sell or enter into any transactions in connection with Claims and Interests, in each case subject to the terms hereof. Without limiting the foregoing sentence in any way, if the Restructuring is not consummated, or whether or not the Termination Date has occurred, if this Agreement is terminated for any reasonapplicable, nothing herein shall be construed herein as a waiver by any Restructuring Support Party of any or all of such Restructuring Support Party’s rights, rights or remedies, claims and defenses and the Restructuring Support Parties expressly reserve any and all of their respective rights, rights and remedies, claims and defenses. No Consenting Lender shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, or any other Person, and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender any obligations in respect of this Agreement or the Restructuring except as expressly set forth herein. This Agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the Restructuring Support Parties. Pursuant to Rule 408 of the Federal Rules of Evidence, any applicable state rules of evidence evidence, and any other applicable Law, foreign or domesticlaw, this Agreement and all negotiations relating hereto thereto shall not be admissible into evidence in any Proceeding proceeding other than in a Proceeding proceeding to enforce its terms. Neither this This Agreement nor any of the other Restructuring Documents shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Restructuring Support Party of for any claimClaim, fault, liability liability, or damages whatsoever. Each of the Restructuring Support Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims Claims or defenses which that it has asserted or could assert. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict the ability of each Party to protect and preserve its rights, remedies, and interests, including the Senior Note Claims and any other Claims against the Credit Parties or other parties. Without limiting the foregoing sentence in any way, after a Termination Event hereunder, the Parties hereto each fully reserve any and all of their respective rights, remedies, and interests in the case of any Claim for a breach of this Agreement.

Reservation of Rights; No Admission. (a) Nothing contained herein shall (i) limit (A) the ability of any Party to consult with other Parties or (B) the rights of any Party under any applicable bankruptcy, insolvency, foreclosure, or similar proceeding, including the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in or related to the Transaction before a court of competent jurisdiction, in each case, so long as such consultation or appearance is not inconsistent with such Party’s obligations hereunder, or, to the extent such Transaction is consistent with this Agreement, under the terms of the Transaction; (ii) limit the ability of any Party to sell or enter into any transactions in connection with the Claims and Interests, subject to the terms of Section 8; (iii) limit the rights of any Consenting Creditor under the Existing Funded Debt Documents or any agreements executed in connection therewith, except to the extent exercise of any such rights are inconsistent with the terms of this Agreement as applicable to each such Consenting Creditor; (iv) constitute a waiver or amendment of any provision of the Existing Funded Debt Documents or any agreements executed in connection therewith except as expressly set forth herein; or (v) constitute a waiver or amendment of any applicable law or agreements except as expressly set forth herein. (b) Except as expressly provided in this Agreement and in any amendment heretoAgreement, nothing herein is intended to, or does, in any manner waive, limit, impair impair, or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies remedies, and interests, including its claims Claims against any of the other Restructuring Support Parties (or their respective Affiliates affiliates or Subsidiariessubsidiaries) and any Encumbrances it may have on or in any assets or properties of any of the Debtors, (b) consult with any of the other Restructuring Support Parties, (c) fully participate its full participation in any bankruptcy case filed by the Company or any Debtorof its affiliates and subsidiaries, including by asserting or (d) purchase, sell or enter into raising any transactions objection permitted under this Agreement in connection with Claims and Intereststhe Transaction, in each case subject to the terms hereof. Without limiting the foregoing sentence in any way, if the Restructuring is not consummated, or if this Agreement is terminated for any reason, nothing herein shall be construed as a waiver by any Restructuring Support Party of any or all of such Restructuring Support Party’s rights, remedies, claims and defenses and the Restructuring Support Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. No Consenting Lender shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, or any other Person, and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender any obligations in respect of enforcing this Agreement or the Restructuring except as expressly set forth hereincontesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement. This Agreement is and the transactions contemplated thereby are part of a proposed settlement of matters that could otherwise be the subject of litigation among the Restructuring Support Parties. Pursuant to Rule 408 of the Federal Rules Rule of Evidence, any applicable state rules of evidence evidence, and any other applicable Lawlaw, foreign or domestic, this Agreement and all negotiations relating hereto thereto shall not be admissible into evidence in any Proceeding proceeding other than a Proceeding proceeding to enforce its terms. Neither this This Agreement nor any of the other Restructuring Documents shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Restructuring Support Party of any claim, fault, Claim or fault or liability or damages whatsoever. Each of the Restructuring Support Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims Claims or defenses which that it has asserted or could assert.

Reservation of Rights; No Admission. (a) Nothing contained herein shall (i) limit (A) the ability of any Party to consult with other Parties or (B) the rights of any Party under any applicable bankruptcy, insolvency, foreclosure, or similar proceeding, including the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in or related to the Transaction before a court of competent jurisdiction, in each case, so long as such consultation or appearance is not inconsistent with such Party’s obligations hereunder, or, to the extent such Transaction is consistent with this Agreement, under the terms of the Transaction; (ii) limit the ability of any Directing Lender to sell or enter into any transactions in connection with the Term Loan Claims, or any other claims against or interests in the Company, subject to the terms of Section 3(c); (iii) limit the rights of any Directing Lender under the Credit Agreement or any agreements executed in connection therewith, except to the extent exercise of any such rights are inconsistent with the terms of this Agreement as applicable to each such Directing Lender; or (iv) constitute a waiver or amendment of any provision of the Credit Agreement or any agreements executed in connection therewith except as expressly set forth herein. (b) Except as expressly provided in this Agreement and in any amendment heretoAgreement, nothing herein is intended to, or does, in any manner waive, limit, impair impair, or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies remedies, and interests, including its claims against any of the other Restructuring Support Parties (or their respective Affiliates affiliates or Subsidiariessubsidiaries) and any Encumbrances it may have on or in any assets or properties of any of the Debtors, (b) consult with any of the other Restructuring Support Parties, (c) fully participate its full participation in any bankruptcy case filed by the Company or any Debtorof its affiliates and subsidiaries, including by asserting or (d) purchase, sell or enter into raising any transactions objection permitted under this Agreement in connection with Claims and Intereststhe Transaction, in each case subject to the terms hereof. Without limiting the foregoing sentence in any way, if the Restructuring is not consummated, or if this Agreement is terminated for any reason, nothing herein shall be construed as a waiver by any Restructuring Support Party of any or all of such Restructuring Support Party’s rights, remedies, claims and defenses and the Restructuring Support Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. No Consenting Lender shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, or any other Person, and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender any obligations in respect of enforcing this Agreement or the Restructuring except as expressly set forth hereincontesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement. This Agreement is and the transactions contemplated thereby are part of a proposed settlement of matters that could otherwise be the subject of litigation among the Restructuring Support Parties. Pursuant to Rule 408 of the Federal Rules Rule of Evidence, any applicable state rules of evidence evidence, and any other applicable Lawlaw, foreign or domestic, this Agreement and all negotiations relating hereto thereto shall not be admissible into evidence in any Proceeding proceeding other than a Proceeding proceeding to enforce its terms. Neither this This Agreement nor any of the other Restructuring Documents shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Restructuring Support Party of any claim, fault, claim or fault or liability or damages whatsoever. Each of the Restructuring Support Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which that it has asserted or could assert.

Reservation of Rights; No Admission. a. Nothing contained herein shall (i) limit (A) the ability of any Party to consult with other Parties; or (B) the rights of any Party under any applicable bankruptcy, insolvency, foreclosure, or similar proceeding, including the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Restructuring, in each case, so long as such consultation or appearance is consistent with such Party’s obligations hereunder and the Plan; (ii) limit the ability of any Consenting Creditor to sell or enter into any transactions in connection with the Claims, subject to the terms of Section 3(b) hereof; (iii) except as expressly provided in this Agreement, limit the rights of any Consenting Creditor under the Senior Secured Credit Agreement, 2014 Note Deed, 2017 Note Deed, or any agreements executed in connection with the Senior Secured Credit Agreement, 2014 Note Deed, or 2017 Note Deed; or (iv) except as expressly provided in this Agreement, constitute a waiver or amendment of any provision of the Senior Secured Credit Agreement, 2014 Note Deed, 2017 Note Deed, or any agreements executed in connection with the Senior Secured Credit Agreement, 2014 Note Deed, or 2017 Note Deed. b. Except as expressly provided in this Agreement and in any amendment heretoAgreement, nothing herein is intended to, or does, in any manner waive, limit, impair impair, or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies remedies, and interests, including its claims against any of the other Restructuring Support Parties (or their respective Affiliates affiliates or Subsidiariessubsidiaries) and any Encumbrances it may have on or its full participation in any assets Restructuring or properties of restructuring proceeding filed by the Company or any of the Debtorsits affiliates. This Agreement, (b) consult with any of the other Restructuring Support Parties, (c) fully participate in any bankruptcy case filed by any Debtor, or (d) purchase, sell or enter into any transactions in connection with Claims and Interests, in each case subject to the terms hereof. Without limiting the foregoing sentence in any way, if the Restructuring is not consummated, or if this Agreement is terminated for any reason, nothing herein shall be construed as a waiver by any Restructuring Support Party of any or all of such Restructuring Support Party’s rights, remedies, claims and defenses and the Restructuring Support Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. No Consenting Lender shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, or any other Person, and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender any obligations in respect of this Agreement or the Restructuring except as expressly set forth herein. This Agreement is Plan are part of a proposed settlement of matters that could otherwise be the subject of litigation among the Restructuring Support Parties. Pursuant to Rule 408 of the Federal Rules Rule of Evidence, any applicable state rules of evidence evidence, and any other applicable Lawlaw, foreign or domestic, this Agreement and all negotiations relating hereto thereto shall not be admissible into evidence in any Proceeding proceeding other than a Proceeding proceeding to enforce its terms. Neither this This Agreement nor any of the other Restructuring Documents shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Restructuring Support Party of any claim, fault, claim or fault or liability or damages whatsoever. Each of the Restructuring Support Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

Reservation of Rights; No Admission. (a) Nothing contained herein shall (i) limit (A) the ability of any Party to consult with other Parties, or (B) the rights of any Party under any applicable bankruptcy, insolvency, foreclosure, or similar proceeding, including the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Case in each case, so long as such consultation or appearance is consistent with such Party’s obligations hereunder, or under the terms of the Prepackaged Plan; (ii) limit the ability of any Consenting Senior Noteholder to sell or enter into any transactions in connection with the Claims under the Senior Notes Indenture, or any other claims against or interests in the Company, subject to the terms of Section 3(b) hereof; (iii) limit the rights of any Consenting Senior Noteholder under the Senior Notes Indenture or any agreements executed in connection with the Senior Notes Indenture; or (iv) constitute a waiver or amendment of any provision of the Senior Notes Indenture or any agreements executed in connection with the Senior Notes Indenture. (b) Except as expressly provided in this Agreement and in any amendment heretoAgreement, nothing herein is intended to, or does, in any manner waive, limit, impair impair, or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies remedies, and interests, including its claims against any of the other Restructuring Support Parties (or their respective Affiliates affiliates or Subsidiariessubsidiaries) and any Encumbrances it may have on or in any assets or properties of any of the Debtors, (b) consult with any of the other Restructuring Support Parties, (c) fully participate its full participation in any bankruptcy case filed by the Company or any Debtorof its affiliates and subsidiaries. This Agreement, or (d) purchasethe Term Sheet, sell or enter into any transactions in connection with Claims and Interests, in each case subject to the terms hereof. Without limiting the foregoing sentence in any way, if the Restructuring is not consummated, or if this Agreement is terminated for any reason, nothing herein shall be construed as a waiver by any Restructuring Support Party of any or all of such Restructuring Support Party’s rights, remedies, claims and defenses and the Restructuring Support Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. No Consenting Lender shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, or any other Person, and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender any obligations in respect of this Agreement or the Restructuring except as expressly set forth herein. This Agreement is Prepackaged Plan are part of a proposed settlement of matters that could otherwise be the subject of litigation among the Restructuring Support Parties. Pursuant to Rule 408 of the Federal Rules Rule of Evidence, any applicable state rules of evidence evidence, and any other applicable Lawlaw, foreign or domestic, this Agreement and all negotiations relating hereto thereto shall not be admissible into evidence in any Proceeding proceeding other than a Proceeding proceeding to enforce its terms. Neither this This Agreement nor any of the other Restructuring Documents shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Restructuring Support Party of any claim, fault, claim or fault or liability or damages whatsoever. Each of the Restructuring Support Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

Reservation of Rights; No Admission. Except as expressly provided in this This Settlement Agreement and in any amendment hereto, nothing herein is intended to, or does, in any manner waive, limit, impair or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies and interests, including its claims against any of the other Restructuring Support Parties (or their respective Affiliates or Subsidiaries) and any Encumbrances it may have on or in any assets or properties of any of the Debtors, (b) consult with any of the other Restructuring Support Parties, (c) fully participate in any bankruptcy case filed by any Debtor, or (d) purchase, sell or enter into any transactions in connection with Claims and Interests, in each case subject to the terms hereof. Without limiting the foregoing sentence in any way, if the Restructuring is not consummated, or if this Agreement is terminated for any reason, nothing herein shall be construed as a waiver by any Restructuring Support Party of any or all of such Restructuring Support Party’s rights, remedies, claims and defenses and the Restructuring Support Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. No Consenting Lender shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, or any other Person, and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender any obligations in respect of this Agreement or the Restructuring except as expressly set forth herein. This Agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the Restructuring Support Parties. Pursuant to Rule 408 of the Federal Rules of Evidence, any applicable state rules of evidence and any other applicable Law, foreign or domestic, this Agreement and all negotiations relating hereto shall not be admissible into evidence for any purpose except in any Proceeding other than a Proceeding an action to enforce its terms. Neither It is expressly understood that by entering into this Settlement Agreement and by filing a paper supporting approval of the Settlement, Defendants do so for settlement purposes only. Nothing in this Settlement Agreement, nor any of other Settlement-related document, nor any proceedings undertaken in accordance with the other Restructuring Documents terms set forth in the Settlement Agreement shall constitute, be construed as or be deemed to be evidence of or an admission or concession on by the part Defendants as to whether any class, in this case or others, may be certified for purposes of litigation and trial, or as an admission or evidence of any Restructuring Support Party violation of any claim, fault, statute or law or of any liability or damages whatsoever. Each wrongdoing by Defendants or of the Restructuring Support Parties denies any and all wrongdoing or liability truth of any kind and does not concede any infirmity in of the claims or defenses which it has asserted allegations made in this action. Defendants expressly and fully reserve their rights to defend this action and oppose certification of a litigation class if for any reason this Settlement does not become final as provided in Paragraph 3(d). Nothing in this Settlement Agreement, any other Settlement-related document, or could assertany proceedings undertaken in accordance with the terms set forth in the Settlement Agreement shall constitute, be construed as or be deemed to be evidence of or an admission or concession by the Named Plaintiffs or Settlement Class Members of the absence of any liability or violation of any statute or law by the Defendants or the absence of any liability or wrongdoing by the Defendants or be used or deemed or construed to rebut any claims alleged by the Named Plaintiffs or Settlement Class Members in either the District Court or the Court of Appeals or the Supreme Court. The Named Plaintiffs expressly and fully reserve all their rights to advance all their claims and seek class certification and entry of judgment if for any reason this Settlement does not become final as provided in Paragraph 3(d).

Reservation of Rights; No Admission. (a) Nothing contained herein shall (i) limit (A) the ability of any Party to consult with other parties or entities, or (B) the rights of any Party under any applicable bankruptcy, insolvency, foreclosure, or similar proceeding, including, without limitation, the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Cases, in each case, so long as such consultation or appearance is consistent with such Party’s obligations hereunder, or under the terms of the Plan; (ii) limit the ability of any Consenting Party to sell or enter into any transactions in connection with the First Lien Claims, Second Lien Notes Claims, Third Lien Notes Claims, GUC Claims, or any other interests in the Company, subject to the terms of Section 3(b) hereof; (iii) limit the rights of any Consenting Party under the First Lien Credit Agreement, the Second Lien Indenture, the Third Lien Indenture, the Unsecured Notes Indentures, or any agreements executed in connection with the foregoing; or (iv) constitute a waiver or amendment of any provision of the First Lien Credit Agreement, the Second Lien Indenture, the Third Lien Indenture, the Unsecured Notes Indentures, or any agreements executed in connection with the foregoing. (b) Except as expressly provided in this Agreement and in any amendment heretoAgreement, nothing herein is intended to, or does, in any manner waive, limit, impair impair, or restrict the ability of each of the Restructuring Support Parties to (a) protect and preserve its rights, remedies remedies, and interests, including including, without limitation, its claims against any of the other Restructuring Support Parties (or their respective Affiliates affiliates or Subsidiariessubsidiaries) and any Encumbrances it may have on or its full participation in any assets or properties of any of the Debtors, (b) consult with any of the other Restructuring Support Parties, (c) fully participate in any bankruptcy case filed by any Debtor, or (d) purchase, sell or enter into any transactions in connection with Claims and Interests, in each case subject to the terms hereof. Without limiting the foregoing sentence in any way, if the Restructuring is not consummated, or if this Agreement is terminated for any reason, nothing herein shall be construed as a waiver by any Restructuring Support Party of any or all of such Restructuring Support Party’s rights, remedies, claims and defenses and the Restructuring Support Parties expressly reserve any and all of their respective rights, remedies, claims and defenses. No Consenting Lender shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Restructuring Support Party, any holder of Claims and Interests, or any other Person, and nothing in this Agreement, express or implied, is intended to impose, or shall be construed as imposing, upon any Consenting Lender any obligations in respect of this Agreement or the Restructuring except as expressly set forth hereinChapter 11 Cases. This Agreement is and the Plan are part of a proposed settlement of matters that could otherwise be the subject of litigation among the Restructuring Support Parties. Pursuant to Rule 408 of the Federal Rules Rule of Evidence, any applicable state rules of evidence and any other applicable Lawlaw, foreign or domestic, this Agreement and all negotiations relating hereto thereto shall not be admissible into evidence in any Proceeding proceeding other than a Proceeding proceeding to enforce its terms. Neither this This Agreement nor any of the other Restructuring Documents shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Restructuring Support Party of any claim, fault, claim or fault or liability or damages whatsoever. Each of the Restructuring Support Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert. (c) Notwithstanding anything herein to the contrary, nothing in this Agreement and neither a vote to accept the Plan by any Consenting Party nor the acceptance of the Plan by any Consenting Party shall (a) be construed to prohibit any Consenting Party from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement or the Definitive Documents, or exercising rights or remedies specifically reserved herein, or (b) impair or waive the rights of any Consenting Party to assert or raise any objection permitted under this Agreement in connection with any hearing on confirmation of the Plan or in the Bankruptcy Court.