Common use of Support for the Restructuring Clause in Contracts

Support for the Restructuring. (a) PRG agrees and covenants that it will use commercially reasonable best efforts to take or cause to be taken all actions commercially reasonably necessary and appropriate in furtherance of the Exchange Offer, including as promptly as practicable to: (1) prepare the solicitation materials relating to the Exchange Offer (the "Solicitation Materials") in form and substance consistent with the Term Sheet, except to the extent otherwise consented to by the Noteholders; (2) commence the Exchange Offer and disseminate the Solicitation Materials in a manner customary for comparable transactions; (3) seek satisfaction of all conditions precedent to the Restructuring; (4) defend in good faith any suit or other legal or administrative proceeding seeking to interfere with, impair or impede the Restructuring; (5) promptly amend the Solicitation Materials, as necessary and as may be required by applicable law and provide a draft of such amended Solicitation Materials to the Ad Hoc Committee prior to the distribution of such materials to holders of the Notes; (6) not solicit or encourage others to formulate any other tender offer, settlement offer, or exchange offer for the Notes other than the Exchange Offer; (7) so long as this Agreement is effective and has not been terminated in accordance with Section 5 or 6, hereof, and except to the extent necessary for the fulfillment of the fiduciary duties of the Company's board of directors as referred to in Section 6(c) hereof, not object to, nor otherwise commence any proceeding to oppose, the Restructuring, it being understood and agreed that the Company shall not seek, solicit, support, consent to, participate in the formulation of, or encourage any other plan, sale, proposal, or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, or restructuring of the Company; and (8) subject to the satisfaction or waiver of any conditions precedent to the Exchange Offer, consummate the Exchange Offer, including delivery of all securities required to be issued thereunder (within the time that is customary for transactions of this type) and the other transactions that are part of the Restructuring. (b) PRG agrees and covenants that it will not, and will cause each of its direct and indirect subsidiaries not to, sell, liquidate, or dispose of any assets, outside the ordinary course of business consistent with past practices, prior to the date on which the Exchange Offer closes other than as permitted by the Section 8.5 of the Bridge Loan Credit Agreement as in effect on the Closing Date (as defined under the Bridge Loan Credit Agreement), without the prior written consent of the holders of a majority of the Notes subject to this Agreement. (c) Each of the Noteholders agrees and covenants that it shall, as long as this Agreement is in effect: (1) no later than 15 days prior to the first date scheduled for the closing of the Exchange Offer, (i) tender all Notes beneficially owned by it and (ii) cause the beneficial owner of all Notes for which the Noteholder is the investment advisor or manager having the power to vote and dispose of such Notes on behalf of such beneficial owner, to tender all such Notes together with properly completed and duly executed letter or letters of transmittal with respect to such Notes as required by the instructions to the letter of transmittal pursuant to and in accordance with the Exchange Offer within 5 business days after receipt of the relevant letters of transmittal; (2) not revoke any of the foregoing unless and until this Agreement is terminated in accordance with its terms; (3) not vote for, consent to, provide any support for, participate in the formulation of, or solicit or encourage others to formulate any other tender offer, settlement offer, or exchange offer for the Notes other than the Exchange Offer; and (4) so long as this Agreement is effective and has not been terminated in accordance with Section 5 or 6 hereof and the final Restructure Documents are materially consistent with the Term Sheet, not object to, nor otherwise commence any proceeding to oppose, the Restructuring, it being understood and agreed that each Noteholder shall not (i) directly or indirectly seek, solicit, support, or encourage any other plan, sale, proposal, or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, or restructuring of the Company or (ii) commence an involuntary bankruptcy case against the Company.

Support for the Restructuring. (a) PRG agrees and covenants that it will use commercially reasonable best efforts to take or cause to be taken all actions commercially reasonably necessary and appropriate in furtherance of the Exchange Offer, including as promptly as practicable to: (1) prepare the solicitation materials relating to the Exchange Offer (the "Solicitation MaterialsSOLICITATION MATERIALS") in form and substance consistent with the Term Sheet, except to the extent otherwise consented to by the Noteholders; (2) commence the Exchange Offer and disseminate the Solicitation Materials in a manner customary for comparable transactions; (3) seek satisfaction of all conditions precedent to the Restructuring; (4) defend in good faith any suit or other legal or administrative proceeding seeking to interfere with, impair or impede the Restructuring; (5) promptly amend the Solicitation Materials, as necessary and as may be required by applicable law and provide a draft of such amended Solicitation Materials to the Ad Hoc Committee prior to the distribution of such materials to holders of the Notes; (6) not solicit or encourage others to formulate any other tender offer, settlement offer, or exchange offer for the Notes other than the Exchange Offer; (7) so long as this Agreement is effective and has not been terminated in accordance with Section 5 or 6, hereof, and except to the extent necessary for the fulfillment of the fiduciary duties of the Company's board of directors as referred to in Section 6(c) hereof, not object to, nor otherwise commence any proceeding to oppose, the Restructuring, it being understood and agreed that the Company shall not seek, solicit, support, consent to, participate in the formulation of, or encourage any other plan, sale, proposal, or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, or restructuring of the Company; and; (8) subject to the satisfaction or waiver of any conditions precedent to the Exchange Offer, consummate the Exchange Offer, including delivery of all securities required to be issued thereunder (within the time that is customary for transactions of this type) and the other transactions that are part of the Restructuring; and (9) prior to consummation of the Restructuring, take all action necessary to exempt, in a manner reasonably acceptable to the Noteholders, the proposed Restructuring transactions and the acquisition of New Securities (as defined in the Term Sheet) or common stock issuable on conversion thereof by any holder of Notes. (b) PRG agrees and covenants that it will not, and will cause each of its direct and indirect subsidiaries not to, sell, liquidate, or dispose of any assets, outside the ordinary course of business consistent with past practices, prior to the date on which the Exchange Offer closes other than as permitted by the Section 8.5 of the Bridge Loan Credit Agreement as in effect on the Closing Date (as defined under the Bridge Loan Credit Agreement), without the prior written consent of the holders of a majority of the Notes subject to this Agreement. (c) Each of the Noteholders agrees and covenants that it shall, as long as this Agreement is in effect: (1) no later than 15 days prior to the first date scheduled for the closing of the Exchange Offer, (i) tender all Notes beneficially owned by it and (ii) cause the beneficial owner of all Notes for which the Noteholder is the investment advisor or manager having the power to vote and dispose of such Notes on behalf of such beneficial owner, to tender all such Notes together with properly completed and duly executed letter or letters of transmittal with respect to such Notes as required by the instructions to the letter of transmittal pursuant to and in accordance with the Exchange Offer within 5 business days after receipt of the relevant letters of transmittalOffer; (2) not revoke any of the foregoing unless and until this Agreement is terminated in accordance with its terms; (3) not vote for, consent to, provide any support for, participate in the formulation of, or solicit or encourage others to formulate any other tender offer, settlement offer, or exchange offer for the Notes other than the Exchange Offer; and (4) so long as this Agreement is effective and has not been terminated in accordance with Section 5 or 6 hereof and the final Restructure Documents are materially consistent with the Term Sheet, not object to, nor otherwise commence any proceeding to oppose, the Restructuring, it being understood and agreed that each Noteholder shall not (i) directly or indirectly seek, solicit, support, or encourage any other plan, sale, proposal, or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, or restructuring of the Company or (ii) commence an involuntary bankruptcy case against the Company.

Support for the Restructuring. (a) PRG agrees and covenants that it The Company will use commercially reasonable best efforts to take or cause to be taken all actions commercially reasonably necessary and appropriate in furtherance of actions to effectuate the Exchange Offer, including Restructuring as promptly as practicable to: (1) prepare the solicitation materials relating to the Exchange Offer (the "Solicitation Materials") in form contemplated by this Agreement and substance consistent with the Term Sheet, except including (without limitation, and if applicable) to the extent otherwise consented to by the Noteholders; (2) commence the Exchange Offer and disseminate the Solicitation Materials in a manner customary for comparable transactions; (3) seek satisfaction of all conditions precedent to the Restructuring; (4) defend in good faith any suit or other legal or administrative proceeding seeking to interfere with, impair or impede the Restructuring; (5) promptly amend the Solicitation Materials, as necessary and as may be required by applicable law and provide a draft of such amended Solicitation Materials to the Ad Hoc Committee prior to the distribution of such materials to holders achieve confirmation of the Notes; Akkoord and (6if applicable) not solicit or encourage others to formulate any other tender offer, settlement offer, or exchange offer for the Notes other than the Exchange Offer; (7) so long as this Agreement is effective and has not been terminated in accordance with Section 5 or 6, hereof, and except to the extent necessary for the fulfillment of the fiduciary duties of the Company's board of directors as referred to in Section 6(c) hereof, not object to, nor otherwise commence any proceeding to oppose, the Restructuring, it being understood and agreed that the Company shall not seek, solicit, support, consent to, participate in the formulation of, or encourage any other plan, sale, proposal, or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, or restructuring of the Company; and (8) subject to the satisfaction or waiver of any conditions precedent to the Exchange Offer, consummate the Exchange Offer, including delivery of all securities required to be issued thereunder (within the time that is customary for transactions of this type) and the other transactions that are part of the RestructuringUS Plan. (b) PRG agrees Subject to Sections 5 and covenants that it will not14, and will cause each the Equity Investors agree to use all reasonable efforts to assist in implementing the Restructuring (without any obligation to incur any out of its direct and indirect subsidiaries not to, sell, liquidate, or dispose of any assets, outside the ordinary course of business consistent with past practices, prior to the date on which the Exchange Offer closes pocket expense other than as permitted by expressly provided for in this Agreement and, the Section 8.5 of the Bridge Loan Credit Agreement as in effect on the Closing Date (as defined under the Bridge Loan Credit AgreementTerm Sheet), without the prior written consent of the holders of a majority of the Notes subject to this Agreement. (c) Each Subject to Sections 5 and 12, the Consenting Noteholders agree (in so far as is applicable) in relation to their Locked-Up Notes to exchange such notes, consent to waivers, exercise all votes which they are entitled to exercise in favour of an Akkoord and/or a US Plan and to approve any other document (without any obligation to incur any out of pocket expense) or take any other action that may be reasonably necessary to implement the Restructuring on the terms set out in this Agreement and the Term Sheet. (d) Subject to the provisions of Sections 5, 12, 13 and 14 the Company, each of the Consenting Noteholders agrees (in its capacity as such) and covenants that it shall, as long as this Agreement is in effecteach of the Equity Investors shall not: (1i) no later than 15 days prior object to the first date scheduled for the closing consummation of the Exchange OfferRestructuring or commence any proceeding to oppose the Restructuring or any of the Restructuring Documents so long as the Company, (i) tender all Notes beneficially owned by it the Consenting Noteholders and the Equity Investors have complied with their obligations in this Agreement; (ii) cause the beneficial owner of all Notes for which the Noteholder is the investment advisor or manager having the power to vote and dispose of such Notes on behalf of such beneficial owner, to tender all such Notes together with properly completed and duly executed letter or letters of transmittal with respect to such Notes as required by the instructions to the letter of transmittal pursuant to and in accordance with the Exchange Offer within 5 business days after receipt of the relevant letters of transmittal; (2) not revoke any of the foregoing unless and until this Agreement is terminated in accordance with its terms; (3) not vote for, consent to, provide any support for, or participate in the formulation of any out-of, -court restructuring or solicit court-supervised insolvency or encourage others reorganization proceeding in respect of the Company proposed or filed or to formulate any other tender offer, settlement offer, be proposed or exchange offer for the Notes filed (other than one agreed to in writing by the Exchange Offer; and (4Company, the Equity Investors and the Consenting Noteholders) so long as that is inconsistent with this Agreement is effective and has not been terminated in accordance with Section 5 or 6 hereof and the final Restructure Documents are materially consistent with the Term Sheet, not object to, nor otherwise commence any proceeding to oppose, the Restructuring, it being understood and agreed that each Noteholder shall not ; (iiii) directly or indirectly seek, solicit, support, support or encourage any other out-of-court or court supervised or sanctioned restructuring, plan, sale, proposal, or offer of dissolution, winding up, liquidation, reorganization, merger, consolidation, dissolution, merger or restructuring of the Company or (ii) commence an involuntary bankruptcy case against other than one agreed to in writing by the Company, the Equity Investors and the Consenting Noteholders) that is inconsistent with this Agreement and the Term Sheet; or (iv) take any other action, including but not limited to initiating any legal proceedings that is inconsistent with, or that would delay consummation of, the Restructuring.

Support for the Restructuring. (a) PRG agrees and covenants that it will use commercially reasonable best efforts to take or cause to be taken all actions commercially reasonably necessary and appropriate in furtherance of the Exchange Offer, including as promptly as practicable to: (1) prepare the solicitation materials relating to the Exchange Offer (the "Solicitation Materials") in form and substance consistent with the Term Sheet, except to the extent otherwise consented to by the Noteholders; (2) commence the Exchange Offer and disseminate the Solicitation Materials in a manner customary for comparable transactions; (3) seek satisfaction of all conditions precedent to the Restructuring; (4) defend in good faith any suit or other legal or administrative proceeding seeking to interfere with, impair or impede the Restructuring; (5) promptly amend the Solicitation Materials, as necessary and as may be required by applicable law and provide a draft of such amended Solicitation Materials to the Ad Hoc Committee prior to the distribution of such materials to holders of the Notes; (6) not solicit or encourage others to formulate any other tender offer, settlement offer, or exchange offer for the Notes other than the Exchange Offer; (7) so long as this Agreement is effective and has not been terminated in accordance with Section 5 or 6, hereof, and except to the extent necessary for the fulfillment of the fiduciary duties of the Company's board of directors as referred to in Section 6(c) hereof, not object to, nor otherwise commence any proceeding to oppose, the Restructuring, it being understood and agreed that the Company shall not seek, solicit, support, consent to, participate in the formulation of, or encourage any other plan, sale, proposal, or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, or restructuring of the Company; and; (8) subject to the satisfaction or waiver of any conditions precedent to the Exchange Offer, consummate the Exchange Offer, including delivery of all securities required to be issued thereunder (within the time that is customary for transactions of this type) and the other transactions that are part of the Restructuring; and (9) prior to consummation of the Restructuring, take all action necessary to exempt, in a manner reasonably acceptable to the Noteholders, the proposed Restructuring transactions and the acquisition of New Securities (as defined in the Term Sheet) or common stock issuable on conversion thereof by any holder of Notes. (b) PRG agrees and covenants that it will not, and will cause each of its direct and indirect subsidiaries not to, sell, liquidate, or dispose of any assets, outside the ordinary course of business consistent with past practices, prior to the date on which the Exchange Offer closes other than as permitted by the Section 8.5 of the Bridge Loan Credit Agreement as in effect on the Closing Date (as defined under the Bridge Loan Credit Agreement), without the prior written consent of the holders of a majority of the Notes subject to this Agreement. (c) Each of the Noteholders agrees and covenants that it shall, as long as this Agreement is in effect: (1) no later than 15 days prior to the first date scheduled for the closing of the Exchange Offer, (i) tender all Notes beneficially owned by it and (ii) cause the beneficial owner of all Notes for which the Noteholder is the investment advisor or manager having the power to vote and dispose of such Notes on behalf of such beneficial owner, to tender all such Notes together with properly completed and duly executed letter or letters of transmittal with respect to such Notes as required by the instructions to the letter of transmittal pursuant to and in accordance with the Exchange Offer within 5 business days after receipt of the relevant letters of transmittalOffer; (2) not revoke any of the foregoing unless and until this Agreement is terminated in accordance with its terms; (3) not vote for, consent to, provide any support for, participate in the formulation of, or solicit or encourage others to formulate any other tender offer, settlement offer, or exchange offer for the Notes other than the Exchange Offer; and (4) so long as this Agreement is effective and has not been terminated in accordance with Section 5 or 6 hereof and the final Restructure Documents are materially consistent with the Term Sheet, not object to, nor otherwise commence any proceeding to oppose, the Restructuring, it being understood and agreed that each Noteholder shall not (i) directly or indirectly seek, solicit, support, or encourage any other plan, sale, proposal, or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, or restructuring of the Company or (ii) commence an involuntary bankruptcy case against the Company.

Support for the Restructuring. (a) PRG agrees and covenants Each Party shall on or before any Implementation Milestone applicable to it use all reasonable endeavours to (and, in the case of the Obligors, shall use all reasonable endeavours to procure that each member of the Group, to the extent applicable, shall) take all actions which it will use commercially reasonable best efforts is able to take and which are necessary or cause reasonably desirable in order to be taken support, facilitate, implement, consummate or otherwise give effect to all actions commercially reasonably necessary and appropriate in furtherance or any part of the Exchange OfferRestructuring, including as promptly as practicable toprovided such action is consistent with this Agreement and the Restructuring Term Sheet, including: (1i) prepare the solicitation materials relating providing all information which may reasonably be necessary or desirable to support, facilitate, implement or otherwise give effect to the Exchange Offer Restructuring (unless such information is subject to an obligation of confidentiality owed to a third party, in which case the "Solicitation Materials") in form and substance consistent with relevant Party shall promptly use reasonable endeavours to procure the Term Sheet, except consent of the beneficiary of that obligation of confidentiality to the extent otherwise consented allow such disclosure of information to by the Noteholdersbe made); (2ii) commence the Exchange Offer executing and disseminate the Solicitation Materials delivering, within any reasonably requested time period, any other document, giving any notice, confirmation, consent, order, instruction or direction, and making any application or announcement, which, in a manner customary for comparable transactions; (3) seek satisfaction of all conditions precedent each case, is consistent with and may be necessary or reasonably desirable to support, facilitate, implement or otherwise give effect to the Restructuring; (4iii) defend in good faith if reasonably requested by the Company, providing confirmation to any suit or person that it fully supports the Restructuring and opposes any other legal or administrative proceeding seeking to interfere with, impair or impede action that might prejudice the Restructuring; (5iv) promptly amend preparing and filing for any legal process or proceedings to which it is a party, and supporting petitions or applications to any court or authority, in each case which are contemplated by this Agreement, the Solicitation MaterialsRestructuring Term Sheet or which are necessary or reasonably desirable to support, as necessary and as may be required by applicable law and provide a draft of such amended Solicitation Materials facilitate, implement, consummate or otherwise give effect to the Ad Hoc Committee prior to the distribution of such materials to holders of the NotesRestructuring; (6v) not solicit voting (or encourage others instructing its proxy or other relevant person to formulate vote, to the extent it is legally entitled to instruct that person to vote), and exercising any powers or rights available to it (including in any board, shareholders’ or creditors’ meeting, or in any other tender offerprocess requiring voting or approval), settlement offerin each case to the extent legally possible, irrevocably and unconditionally in favour of: (A) any matter requiring approval under the relevant Restructuring Documents and/or the relevant Finance Documents, including instructing any agent, trustee, security agent or exchange offer for the Notes other than the Exchange Offeradministrative party (as applicable); (7B) so long as this Agreement is effective and has not been terminated in accordance with Section 5 or 6, hereof, and except any restructuring procedure used to the extent necessary for the fulfillment of the fiduciary duties of the Company's board of directors as referred to in Section 6(c) hereof, not object to, nor otherwise commence any proceeding to oppose, implement the Restructuring, it being understood and agreed that the Company shall not seek, solicit, support, consent to, participate in the formulation of, or encourage any other plan, sale, proposal, or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, or restructuring of the Company; and (8) C) any other matter requiring a resolution, instruction, waiver, consent, amendment or other approval under any documentation relating to the Restructuring, or in the context of any Enforcement Action required to implement the Restructuring, in each case, which is consistent with and necessary or reasonably desirable to support, facilitate, implement, consummate or otherwise give effect to the Restructuring; (vi) maintaining in full force and effect any necessary Authorisation required under any applicable law or regulation of a relevant jurisdiction to: (A) enable it to perform its obligations under the Restructuring Documents; and (B) ensure the legality, validity, enforceability or admissibility in evidence in the relevant jurisdictions of any Restructuring Document to which it is or will be a party, subject to any applicable Reservations; (vii) (at the satisfaction or waiver cost and expense of BGHL) granting any powers of attorney and complying with any legal requirements, including (without limitation) the granting of any conditions precedent ultimate beneficial ownership deeds, that may be necessary or reasonably desirable to implement the Restructuring; (viii) to the Exchange Offerextent applicable, complying with the Restructuring Term Sheet at the time and in the manner contemplated therein; (ix) (at the cost and expense of BGHL) instructing counsel to support petitions or applications to any court that are necessary or desirable to support, facilitate, implement, consummate or otherwise give effect to the Exchange OfferRestructuring; (x) (at the cost and expense of BGHL) providing other necessary instructions to its counsel and/or its financial advisors to take all actions that are necessary or desirable with respect to the Restructuring and to cooperate with the counsel and financial advisors of the other Party; (xi) making any amendments to any Finance Documents (to which they are a party and to the extent the required consents are provided by any person that is not a Party) which are needed to support, including delivery facilitate, implement consummate or otherwise give effect to the Restructuring; (xii) (at the cost and expense of all securities required BGHL) providing any other instructions that are necessary or desirable to be issued thereunder support, facilitate, implement consummate or otherwise give effect to the Restructuring; (within xiii) to the extent applicable, complying with the Restructuring Term Sheet and Restructuring Documents at the time and in the manner contemplated therein; (b) No Party shall (and, in the case of the Obligors, shall use all reasonable endeavours to procure that is customary for transactions no member of the Group shall) take, encourage, assist or support (or procure that any other person takes, encourages, assists or supports) any action which would, or would reasonably be expected to, breach or be inconsistent with this typeAgreement or the Restructuring Term Sheet, or delay, impede, frustrate or prevent the implementation or consummation of the Restructuring, including: (i) and challenging, objecting to, encouraging or supporting any challenge or objection to any terms of the Restructuring and/or any other transactions that are step proposed to support, facilitate, implement, consummate or otherwise give effect to all or any part of the Restructuring.; (bii) PRG agrees and covenants commencing, taking, supporting or actively assisting (or requesting, instructing or procuring that it will notany other person commence, and will cause each of its direct and indirect subsidiaries not totake, sellsupport or actively assist) any judicial, liquidatearbitration, regulatory proceedings or any other action, which would, or dispose of any assets, outside the ordinary course of business consistent with past practices, prior to the date on which the Exchange Offer closes other than as permitted by the Section 8.5 of the Bridge Loan Credit Agreement as in effect on the Closing Date (as defined under the Bridge Loan Credit Agreement), without the prior written consent of the holders of a majority of the Notes subject to this Agreement. (c) Each of the Noteholders agrees and covenants that it shall, as long as this Agreement is in effectwould reasonably be expected to: (1A) no later than 15 days prior be inconsistent with, or otherwise delay, impede, frustrate, or prevent the implementation of the Restructuring; or (B) breach or be inconsistent with any term of this Agreement, including supporting, negotiating or preparing any alternative restructuring, refinancing, recapitalisation, arrangement, composition or other procedure, in respect of any member of the Group, that is inconsistent with this Agreement or the Restructuring Term Sheet; or (iii) voting (or instructing its proxy or other relevant person to vote, to the first date scheduled for the closing extent it is legally entitled to instruct that person to vote) in favour of any and aspect of the Exchange OfferRestructuring or any application, compromise, insolvency proceeding, alternative restructuring, refinancing, recapitalisation, amendment, waiver, consent or other proposal which would: (iA) tender all Notes beneficially owned by it and (ii) cause be inconsistent with, or otherwise delay, impede, frustrate, or prevent the beneficial owner of all Notes for which the Noteholder is the investment advisor or manager having the power to vote and dispose of such Notes on behalf of such beneficial owner, to tender all such Notes together with properly completed and duly executed letter or letters of transmittal with respect to such Notes as required by the instructions to the letter of transmittal pursuant to and in accordance with the Exchange Offer within 5 business days after receipt implementation of the relevant letters of transmittal;Restructuring; or (2B) not revoke breach or be inconsistent with any term of the foregoing unless and until this Agreement is terminated in accordance with its terms; (3) not vote for, consent to, provide any support for, participate in or the formulation of, or solicit or encourage others to formulate any other tender offer, settlement offer, or exchange offer for the Notes other than the Exchange Offer; and (4) so long as this Agreement is effective and has not been terminated in accordance with Section 5 or 6 hereof and the final Restructure Documents are materially consistent with the Restructuring Term Sheet, not object to, nor otherwise commence any proceeding to oppose, save that nothing in this Clause 3.2(b) (Support for the Restructuring, it being understood and agreed that each Noteholder ) shall not (i) directly prevent or indirectly seek, solicit, support, or encourage any other plan, sale, proposal, or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, or restructuring of the Company or (ii) commence an involuntary bankruptcy case against otherwise hinder the Company.’s best efforts to obtain an alternative deal which:

Support for the Restructuring. (a) PRG agrees On and covenants with effect from the Effective Date until the End Date, and subject to the terms of this Agreement, each Group Party shall promptly (and by any applicable deadline), and the Issuer, the Company and Atento Mexico (as applicable) shall procure that it will use commercially each other Group Company shall promptly (and by any applicable deadline), take all reasonable best efforts actions necessary to take support, facilitate, implement, consummate or cause otherwise give effect to be taken all actions commercially reasonably necessary and appropriate in furtherance or any part of the Exchange OfferRestructuring, including as promptly as practicable to:provided such action is consistent with this Agreement, including:‌ (1i) prepare using all reasonable endeavours to implement the solicitation materials relating to Restructuring (and the Exchange Offer (the "Solicitation Materials"In- Court Proceedings if applicable) in form and substance a manner consistent with the Term Sheet, except to the extent otherwise consented to by the Noteholdersterms and conditions set out in this Agreement; (2ii) commence preparing, reviewing, and finalising (as applicable), in good faith, the Exchange Offer Restructuring Documents such that they are consistent with the terms and disseminate conditions set out in this Agreement and the Solicitation Materials in a manner customary for comparable transactionsRestructuring Term Sheet; (3iii) seek satisfaction of executing and/or delivering, promptly, all conditions precedent Restructuring Documents and all instructions, proxies, directions, consents, notices and other similar things which are necessary or desirable to support, facilitate, implement, consummate or otherwise give effect to the Restructuring; (4iv) defend in good faith preparing and filing for any suit legal process or other legal proceedings, and supporting petitions or administrative proceeding seeking applications to interfere with(and, impair where applicable, instructing the Issuer’s Counsel to support such petition or impede applications on its behalf before) any court, to support, facilitate, implement, consummate or otherwise give effect to the Restructuring; (5v) promptly amend taking all reasonable steps necessary or desirable to achieve the Solicitation Materials, as necessary and Restructuring Milestones (with such modifications as may be required by applicable law agreed between the Company and provide a draft of such amended Solicitation Materials to the Ad Ad-Hoc Committee prior to Group’s Counsel, provided that the distribution of such materials to holders composition of the NotesAd-Hoc Group satisfies the Minimum AHG Threshold, and if it does not, the Majority Participating Creditors) by the date specified in Schedule 6 (Restructuring Milestones) or such later date as may be agreed between the Company and the Ad-Hoc Group’s Counsel (provided that the composition of the Ad-Hoc Group satisfies the Minimum AHG Threshold, and if it does not, the Majority Participating Creditors); (6vi) not solicit or encourage others taking any actions pursuant to formulate any other tender offer, settlement offerorder of, or exchange offer for sanction by, any relevant courts (including the Notes other than Court) as may be required, necessary or desirable to implement or give effect to the Exchange OfferRestructuring; (7vii) so long as using all reasonable endeavours to procure that the Restructuring Effective Date occurs and the Restructuring is fully implemented on or before the Longstop Date; (viii) progressing, cooperating with, actively assisting and taking all reasonable actions and steps to implement the Restructuring promptly and on or before the Long-Stop Date, including: (A) taking all reasonable steps to obtain any necessary regulatory or statutory approval required to permit or facilitate the Restructuring; (B) taking all reasonable steps to obtain all Authorisations required to implement the Restructuring; (C) obtaining all corporate and regulatory approvals necessary to implement the Restructuring in a manner consistent with the terms and conditions set out in this Agreement is effective and has not been terminated in accordance with Section 5 or 6the Restructuring Term Sheet; (D) executing and delivering (as applicable) any and all documents, hereofagreements, instructions, proxies, directions, and except consents, and filing all notices, making all announcements and taking such other reasonable actions which may be necessary to give effect to the Restructuring; (E) proposing, filing, and using all reasonable endeavours to obtain registration and/or recognition by the relevant authorities of any legal process or proceedings contemplated by or required to implement the Restructuring; (F) calling all creditor, board and/or shareholder meetings required to implement the Restructuring; (G) voting (or instructing its relevant person to vote, to the extent it is legally entitled to instruct that person to vote) and exercising any powers or rights available to it irrevocably and unconditionally in favour of any proposal (including any amendments, waivers or consents) necessary for or desirable to implement or give effect to the fulfillment Restructuring; (H) convening all meetings of its creditors which are required to consider any resolutions and/or decisions in relation to the fiduciary duties of the Company's board Restructuring; (I) convening all meetings of directors as referred which are required to consider any resolutions and/or decisions in Section 6(c) hereof, not object to, nor otherwise commence any proceeding relation to oppose, the Restructuring, it being understood and agreed that the Company shall not seek, solicit, support, consent to, participate in the formulation of, or encourage any other plan, sale, proposal, or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, or restructuring of the Company; and (8) subject J) making all securities and other filings and announcements and publishing all documents and making all submissions required in connection with the matters contemplated by this Agreement as and when necessary to effect the Restructuring and/or comply with all applicable laws; (ix) maintaining in full force and effect any Authorisation required under any applicable law or regulation of a relevant jurisdiction to: (A) enable it to perform its obligations under the Restructuring Documents; and (B) ensure the legality, validity, enforceability or admissibility in evidence in the relevant jurisdictions of any Restructuring Document to which it is or will be a party; and (x) to the satisfaction or waiver of any conditions precedent to extent applicable, complying with the Exchange Offer, consummate the Exchange Offer, including delivery of all securities required to be issued thereunder (within Restructuring Term Sheet at the time that is customary for transactions of this type) and in the other transactions that are part of the Restructuringmanner contemplated therein. (b) PRG agrees and covenants that For the purposes of Clause 9.1(a), it will not be considered reasonable for any Group Party to fail to comply with any obligations if due to: (i) the Group Parties determining, without prior agreement from the Ad Hoc Group’s Counsel (provided that the composition of the Ad-Hoc Group satisfies the Minimum AHG Threshold, or its members represent the Majority Participating Creditors) that the Restructuring cannot be implemented without the prior written support of one or more Creditors (or any class of them); (ii) any Group Party has received correspondence from any third party threatening to challenge the Restructuring in any way; or (iii) sufficient Creditors having not acceded to this Agreement to implement the Restructuring by way of In-Court Proceedings. (c) Each Group Party shall not, and the Issuer, the Company and Atento Mexico (as applicable) shall procure that each other Group Company will cause each of its direct and indirect subsidiaries not not: (i) take, encourage, assist, support or engage in any way whatsoever in (or procure that any other person takes, encourages, assists, supports or engages in any way whatsoever in), directly or indirectly, any action (or omission) which would, or could reasonably be expected to, sell, liquidatebreach or be inconsistent with this Agreement, or dispose frustrate, delay, impede or prevent the implementation or consummation of the Restructuring, or that is inconsistent with the Restructuring, including: (A) opposing the making of any assetstemporary restraining order, outside or other similar injunctive relief; (B) challenging or objecting, or encouraging or supporting any challenge or objection, to any term of any scheme of arrangement, consent solicitation, exchange offer, arrangement, reconstruction, other restructuring procedure, process, amendment, waiver, consent, other proposal or step proposed to support, facilitate, implement, consummate or otherwise give effect to all or any part of the ordinary course Restructuring; (ii) commence, take, support or actively assist (or request, instruct or procure that any other person commences, takes, supports or actively assists) any judicial, arbitral, regulatory proceedings or any other action inconsistent with the terms of business consistent this Agreement, which would, or would reasonably be expected to: (A) be inconsistent with, or otherwise delay, impede, frustrate, or prevent the implementation of the Restructuring; or (B) breach or be inconsistent with past practicesany term of this Agreement; or (iii) provided that the composition of the Ad-Hoc Group satisfies the Minimum AHG Threshold, prior directly or indirectly, (x) formulate, encourage, procure, vote, solicit, discuss, negotiate (or instruct its proxy or other relevant person to vote, to the date on which the Exchange Offer closes other than as permitted by the Section 8.5 extent it is legally entitled to instruct that person to vote), support, engage in or initiate discussions relating to, or enter into any agreements relating to, any Alternative Transaction (and shall cease and cause to be terminated any ongoing solicitation, discussion or neogiations with respect to any Alternative Transaction) or (y) solicit or direct any person or entity, including any of their representatives or members of any Group Company’s board of directors (or equivalent) or any direct or indirect holders of existing equity securities of the Bridge Loan Credit Agreement as in effect on Company, to undertake any of the Closing Date (as defined under the Bridge Loan Credit Agreement), foregoing without the prior written consent of the holders of a majority of the Notes subject to this AgreementAd-Hoc Group (acting in good faith). (c) Each of the Noteholders agrees and covenants that it shall, as long as this Agreement is in effect: (1) no later than 15 days prior to the first date scheduled for the closing of the Exchange Offer, (i) tender all Notes beneficially owned by it and (ii) cause the beneficial owner of all Notes for which the Noteholder is the investment advisor or manager having the power to vote and dispose of such Notes on behalf of such beneficial owner, to tender all such Notes together with properly completed and duly executed letter or letters of transmittal with respect to such Notes as required by the instructions to the letter of transmittal pursuant to and in accordance with the Exchange Offer within 5 business days after receipt of the relevant letters of transmittal; (2) not revoke any of the foregoing unless and until this Agreement is terminated in accordance with its terms; (3) not vote for, consent to, provide any support for, participate in the formulation of, or solicit or encourage others to formulate any other tender offer, settlement offer, or exchange offer for the Notes other than the Exchange Offer; and (4) so long as this Agreement is effective and has not been terminated in accordance with Section 5 or 6 hereof and the final Restructure Documents are materially consistent with the Term Sheet, not object to, nor otherwise commence any proceeding to oppose, the Restructuring, it being understood and agreed that each Noteholder shall not (i) directly or indirectly seek, solicit, support, or encourage any other plan, sale, proposal, or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, or restructuring of the Company or (ii) commence an involuntary bankruptcy case against the Company.

Support for the Restructuring. (a) PRG agrees Subject to Clause 7 (Limitations) and covenants until the Termination Date, the DOCA Companies and each Consenting Unsecured Creditor shall (and the Company shall use reasonable endeavours to procure that it will use commercially reasonable best efforts each member of the Group, to the extent applicable, shall) promptly take or cause to be taken all actions commercially reasonably necessary and appropriate in furtherance order to support, facilitate, implement, consummate or otherwise give effect to all or any part of the Exchange OfferRestructuring, including provided such action is not substantia l ly inconsistent with this Agreement, the Term Sheet taken as promptly as practicable toa whole, or any other Restructuring Document, including, at the request of the Company: (1i) prepare the solicitation materials relating voting to approve any DOCA in respect of which they hold Lock-up Unsecured Debt; (ii) providing to the Exchange Offer Company, the Ad Hoc Committee, or their respective Advisers (the "Solicitation Materials") in form and substance consistent with the Term Sheet, except to the extent relevant), all information which may reasonably be necessary or desirable to support, facilitate, implement or otherwise consented to by the Noteholders; (2) commence the Exchange Offer and disseminate the Solicitation Materials in a manner customary for comparable transactions; (3) seek satisfaction of all conditions precedent give effect to the Restructuring; (4iii) defend executing and delivering, within any applicable or reasonably requested time period, any document (including any further voting support agreement or lock-up agreement), and giving any notice, confirmat io n, consent, order, proxy, instruction or direction, and making any application or announcement, which, in good faith any suit each case, may reasonably be necessary or other legal desirable to support, facilitate, implement or administrative proceeding seeking otherwise give effect to interfere with, impair or impede the Restructuring; (5iv) promptly amend the Solicitation Materials, as necessary and as may be required by applicable law and provide providing confirmation in a draft of such amended Solicitation Materials form acceptable to the Ad Hoc Committee prior to Party requesting the distribution of such materials to holders of confirmation (acting reasonably) that it fully supports the NotesRestructuring and opposes any action that might prejudice the Restructuring; (6v) not solicit preparing and filing for any legal process or encourage others proceedings to formulate which it is a party, and supporting petitions or applications to any court, in each case which are contemplated by the Term Sheet any other tender offerRestructuring Document or which are reasonably necessary or desirable to support, settlement offerfacilitate, implement, consummate or exchange offer for otherwise give effect to the Notes other than Restructuring, including the Exchange OfferDOCAs; (7vi) so long as this Agreement is effective and has not been terminated in accordance with Section 5 promptly voting (or 6instructing any proxy or causing any other relevant person to vote, hereof, and except to the extent necessary for the fulfillment of the fiduciary duties of the Company's board of directors as referred it is legally entitled to instruct that person to vote), and exercising any powers (including voting powers) or rights available to it (including in Section 6(c) hereofany board, not object to, nor otherwise commence any proceeding to oppose, the Restructuring, it being understood and agreed that the Company shall not seek, solicit, support, consent to, participate in the formulation ofshareholders’ or creditors’ meeting, or encourage in any other planprocess requiring voting or approval), salein each case irrevocably and unconditionally in favour of: (A) any matter requiring approval under the Debt Documents, proposal, including instructing any agent or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, similar person (as applicable) to take such action or restructuring of the Companyto refrain from taking such action; and (8) B) any other matter requiring a resolution, instruction, waiver, consent, amendment or other approval under any documentat ion relating to the Restructuring, including in relation to the DOCAs or any analogous process or proceedings in any jurisdiction, in each case, if reasonably necessary or desirable to support, facilitate, implement, consummate or otherwise give effect to the Restructuring; (vii) instructing relevant advisers to support petitions or applications to any court to facilitate, implement, consummate or otherwise give effect to the Restructuring, as reasonably necessary in order to give effect to the Restructuring; (viii) in the case of each of the DOCA Companies, using (and, as applicable, procuring that any relevant member of the Group use) its reasonable endeavours to take, or assist in the taking of, any and all reasonable steps to obtain any Authorisation reasonably required for the Restructuring; and (ix) maintaining in full force and effect any necessary Authorisation required under any applicable law or regulation of a relevant jurisdiction to: (A) enable it to perform its obligations under the Restructuring Documents; and (B) ensure the legality, validity, enforceability or admissibility in evidence in the relevant jurisdictions of any Restructuring Document to which it is or will be a party, subject to the satisfaction or waiver of any conditions precedent to the Exchange Offer, consummate the Exchange Offer, including delivery of all securities required to be issued thereunder (within the time that is customary for transactions of this type) and the other transactions that are part of the Restructuringapplicable Reservations. (b) PRG agrees Subject to Clause 7 (Limitations), none of the DOCA Companies nor any Consenting Unsecured Creditor shall (and covenants the Company shall use reasonable endeavours to procure that it will notno member of the Group shall) intentionally take, and will cause each of its direct and indirect subsidiaries not encourage, assist or support (or procure that any other person takes, encourages, assists or supports) any action which would, or would reasonably be expected to, sellbreach or be inconsistent with this Agreement, liquidatethe Term Sheet taken as a whole, or dispose of any assetsother Restructuring Document, outside or frustrate, delay, impede or prevent the ordinary course of business consistent with past practices, prior to the date on which the Exchange Offer closes other than as permitted by the Section 8.5 implementation or consummation of the Bridge Loan Credit Agreement as in effect on the Closing Date (as defined under the Bridge Loan Credit Agreement)Restructuring, without the prior written consent of the holders of a majority of the Notes subject to this Agreement. (c) Each of the Noteholders agrees and covenants that it shall, as long as this Agreement is in effectincluding: (1) no later than 15 days prior to the first date scheduled for the closing of the Exchange Offer, (i) tender all Notes beneficially owned by it and opposing the making of any temporary restraining order, or other similar injunctive relief, necessary or desirable to implement or consummate the Restructuring; (ii) cause the beneficial owner of all Notes for which the Noteholder is the investment advisor challenging, objecting to, encouraging or manager having the power supporting any challenge or objection to vote and dispose of such Notes on behalf of such beneficial owner, to tender all such Notes together with properly completed and duly executed letter or letters of transmittal with respect to such Notes as required by the instructions to the letter of transmittal pursuant to and in accordance with the Exchange Offer within 5 business days after receipt any terms of the relevant letters DOCAs, any scheme of transmittalarrangement, consent solicitation, company voluntary arrangement, deed of company arrangement, alternative restructuring or any other step proposed to support, facilitate, implement, consummate or otherwise give effect to all or any part of the Restructuring; (2iii) not revoke commencing, taking, supporting or actively assisting (or requesting, instructing or procuring that any other person commence, take, support or actively assist) any judicial, arbitration, regulatory proceedings or any other action inconsistent with the terms of the foregoing unless and until this Agreement is terminated in accordance with its terms; (3) not vote for, consent to, provide any support for, participate in the formulation of, or solicit or encourage others to formulate any other tender offer, settlement offer, or exchange offer for the Notes other than the Exchange Offer; and (4) so long as this Agreement is effective and has not been terminated in accordance with Section 5 or 6 hereof and the final Restructure Documents are materially consistent with the Term Sheet, not object or any other Restructuring Document, which would, or would reasonably be expected to: (A) be inconsistent with, nor or otherwise commence any proceeding to opposedelay, impede, frustrate, or prevent the implementation of the Restructuring; or (B) breach or be inconsistent with any term of the Term Sheet (taken as a whole) or any other Restructuring Document, including supporting, negotiating or preparing any alternative restructuring, refinancing, recapitalisation, arrangement, composition or other procedure, in respect of any member of the Group, that is inconsistent with the Term Sheet (taken as a whole) or any other Restructuring Document, or (iv) voting (or instructing its proxy or other relevant person to vote, to the extent it being understood and agreed is legally entitled to instruct that each Noteholder shall not person to vote) in favour of any deed of company arrangement, scheme of arrangement, company voluntary arrangement, application, compromise, insolve ncy proceeding, alternative restructuring, refinancing, recapitalisat io n, amendment, waiver, consent or other proposal which would: (iA) directly or indirectly seek, solicit, supportbe inconsistent with, or encourage otherwise delay, impede, frustrate, or prevent the implementation of the Restructuring; or (B) breach or be inconsistent with any term of the Term Sheet (taken as a whole) or any other plan, sale, proposal, or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, or restructuring of the Company or (ii) commence an involuntary bankruptcy case against the CompanyRestructuring Document.

Support for the Restructuring. Subject to Clause 8 (aLimitations) PRG agrees and covenants until the Termination Date, each of the Consenting Noteholders undertakes in favour of the Company and the Subsidiary Guarantors that it will use commercially (or, as applicable, will procure that a duly authorised representative, proxy or nominee will), in each case at the cost of the Company and the Subsidiary Guarantors, take all reasonable best efforts actions which it is reasonably requested by the Company to take in order to support, facilitate, implement or cause to be taken all actions commercially reasonably necessary and appropriate in furtherance of the Exchange Offer, including as promptly as practicable to: (1) prepare the solicitation materials relating otherwise give effect to the Exchange Offer Restructuring (the "Solicitation Materials") provided that such action is consistent in form and substance consistent all material respects with the Term Sheet) as soon as reasonably practicable and, except in any event, before the Longstop Date, including (without limitation): 4.1.1 supporting the Schemes prior and subject to the extent otherwise consented sanction of the BVI Court and the Hong Kong Court, as applicable; 4.1.2 attending the Scheme Meetings by proxy or in person and voting its Locked‐Up Notes in favour of the Schemes and any amendment or modification to the Schemes or adjournment to the Scheme Meetings (or any one of them), provided that they are proposed by the NoteholdersCompany and that the terms of the Schemes as amended or modified remain consistent in all material respects with the terms of the Schemes without such amendments or modifications and are consistent with and do not include any additional material terms which are likely to adversely affect or conflict with the terms of the Restructuring or its implementation; (2) commence 4.1.3 except where Clause 4.1.2 applies, exercising all votes cast in respect of its Locked‐Up Notes against any amendment or modification to the Exchange Offer and disseminate Schemes or any proposal to adjourn the Solicitation Materials in a manner customary for comparable transactionsScheme Meetings, or any one of them; 4.1.4 supporting any filings and petitions by the Company or any Subsidiary Guarantor in such other jurisdictions as may be, in the discretion of the directors of the Company or any Subsidiary Guarantor, reasonably required to implement the Restructuring including (3without limitation) seek satisfaction in relation to such other schemes of all conditions precedent arrangement or other compromise or arrangement proceedings as may be, in the discretion of the directors of the Company or any Subsidiary Guarantor, reasonably required to implement or give effect to the Restructuring; (4) defend in good faith 4.1.5 supporting any suit other actions as may be taken by the Company or other legal any Subsidiary Guarantor pursuant to an order of, or administrative proceeding seeking sanction by, the BVI Court and the Hong Kong Court, as the case may be, as may be reasonably required or reasonably necessary to interfere with, impair implement or impede give effect to the Restructuring; (5) promptly amend 4.1.6 supporting the Solicitation MaterialsRecognition Filings; 4.1.7 providing confirmation to any other party that it supports the Restructuring; 4.1.8 executing any document and giving any notice, as order, consent, direction or information and taking all such steps and actions which the Company considers reasonably necessary and as may be required by applicable law and provide a draft of such amended Solicitation Materials to support, facilitate, implement or otherwise give effect to the Ad Hoc Committee prior Restructuring provided that the form of any such document, notice, order, consent, direction or information is reasonably satisfactory to the distribution of such materials to holders of the Notes; (6) not solicit or encourage others to formulate any other tender offer, settlement offer, or exchange offer for the Notes other than the Exchange Offer; (7) so long as this Agreement is effective and has not been terminated in accordance with Section 5 or 6, hereof, and except to the extent necessary for the fulfillment of the fiduciary duties of the Company's board of directors as referred to in Section 6(c) hereof, not object to, nor otherwise commence any proceeding to oppose, the Restructuring, it being understood and agreed that the Company shall not seek, solicit, support, consent to, participate in the formulation of, or encourage any other plan, sale, proposal, or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, or restructuring of the CompanySteering Committee Majority; and (8) subject 4.1.9 in the case of those Consenting Noteholders who constitute the Steering Committee, working within a reasonable timeframe and in good faith with the Company and its advisers with a view to furthering the satisfaction or waiver mutual objective of any conditions precedent to the Exchange Offer, consummate the Exchange Offer, including delivery of all securities required to be issued thereunder (within the time that is customary for transactions of this type) and the other transactions that are part of implementing the Restructuring. (b) PRG agrees and covenants that it will not, and will cause each of its direct and indirect subsidiaries not to, sell, liquidate, or dispose of any assets, outside the ordinary course of business consistent with past practices, prior to the date on which the Exchange Offer closes other than as permitted by the Section 8.5 of the Bridge Loan Credit Agreement as in effect on the Closing Date (as defined under the Bridge Loan Credit Agreement), without the prior written consent of the holders of a majority of the Notes subject to this Agreement. (c) Each of the Noteholders agrees and covenants that it shall, as long as this Agreement is in effect: (1) no later than 15 days prior to the first date scheduled for the closing of the Exchange Offer, (i) tender all Notes beneficially owned by it and (ii) cause the beneficial owner of all Notes for which the Noteholder is the investment advisor or manager having the power to vote and dispose of such Notes on behalf of such beneficial owner, to tender all such Notes together with properly completed and duly executed letter or letters of transmittal with respect to such Notes as required by the instructions to the letter of transmittal pursuant to and in accordance with the Exchange Offer within 5 business days after receipt of the relevant letters of transmittal; (2) not revoke any of the foregoing unless and until this Agreement is terminated in accordance with its terms; (3) not vote for, consent to, provide any support for, participate in the formulation of, or solicit or encourage others to formulate any other tender offer, settlement offer, or exchange offer for the Notes other than the Exchange Offer; and (4) so long as this Agreement is effective and has not been terminated in accordance with Section 5 or 6 hereof and the final Restructure Documents are materially consistent with the Term Sheet, not object to, nor otherwise commence any proceeding to oppose, the Restructuring, it being understood and agreed that each Noteholder shall not (i) directly or indirectly seek, solicit, support, or encourage any other plan, sale, proposal, or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, or restructuring of the Company or (ii) commence an involuntary bankruptcy case against the Company.