Common use of Agreement Effective Date Clause in Contracts

Agreement Effective Date. This Agreement shall become effective and binding upon each Party immediately following the occurrence of the following conditions (the “Agreement Effective Date”): (a) Honeywell has executed and delivered counterpart signatures to this Agreement to each other Party; (b) Oaktree has executed and delivered counterpart signatures to this Agreement to each other Party; (c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party; (d) The Requisite Additional Investors have executed and delivered counterpart signatures to this Agreement to each other Party; and (e) The Requisite Consenting Noteholders have executed and delivered counterpart signatures to this Agreement to each other Party. Notwithstanding the occurrence of the Agreement Effective Date, this Agreement contemplates, and the Initial Parties acknowledge, that, upon the consent of Honeywell, the Plan Sponsors, the Requisite Additional Investors, and the Requisite Consenting Noteholders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time the Debtors shall become obligated under this Agreement, (ii) the Consenting Lenders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Prepetition Lenders shall become obligated under this Agreement, (iii) Consenting Noteholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Senior Noteholders shall become obligated under this Agreement, and (iv) the Consenting Equityholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other party and at such time the Consenting Equityholders shall become obligated under this Agreement. To the extent the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, or the Consenting Equityholders become a Party, their legal counsel may be provided signature pages of the Initial Parties in unredacted form; provided, that the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholders, and their legal counsel shall not be permitted to disclose any of the holdings of Debtor Claims/Interests (defined below) of any Initial Party set forth on such unredacted signature pages. For the avoidance of doubt, if (a) the Debtors do not become a Party or (b) the Debtors become a Party and there is a subsequent Termination Date (defined in Section 9.05) pursuant to Section 9.02, any and all provisions of the Agreement referencing “S&C,” the “Debtor,” or “Debtors” are, and shall continue to be, in full force and effect with respect to the Commitment Parties as if such provisions were written without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement, shall be in full force and effect with respect to each other Party hereto. Further, for the avoidance of doubt, (i) if the Prepetition Lenders never become a Party, any and all provisions of the Agreement referencing “▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto; and (ii) if Consenting Equityholders other than the Plan Sponsors and the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting Equityholders” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed by the Initial Parties, the Additional Investors, and the Initial Consenting Noteholders shall be delivered to: (a) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E”), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) ▇▇▇▇▇ Day, legal counsel to the Additional Investors; (d) Ropes & ▇▇▇▇ LLP (“R&G”), legal counsel to the Consenting Noteholders; and (e) if applicable, (i) legal counsel to the Debtors, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&C”), and (ii) legal counsel to the ad hoc committee of Prepetition Lenders, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, (“▇▇▇▇▇▇”). Each Initial Party intends to be and is bound under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Initial Party.

Agreement Effective Date. This Agreement shall become effective and binding upon each Party immediately following the occurrence of the following conditions (the “Agreement Effective Date”): (a) Honeywell has executed and delivered counterpart signatures to this Agreement to each other Party; (b) Oaktree has executed and delivered counterpart signatures to this Agreement to each other Party; (c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party; (d) ▇▇▇▇▇▇▇ has executed and delivered counterpart signatures to this Agreement to each other Party; (e) The Requisite Additional Investors have executed and delivered counterpart signatures to this Agreement to each other Party; and (ef) The Requisite Consenting Noteholders have executed and delivered counterpart signatures to this Agreement to each other Party. Notwithstanding the occurrence of the Agreement Effective Date, this Agreement contemplates, and the Initial Parties acknowledge, that, upon the consent of Honeywell, the Plan Sponsors, the Requisite Additional Investors, and the Requisite Consenting Noteholders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time the Debtors shall become obligated under this Agreement, (ii) the Consenting Lenders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Prepetition Lenders shall become obligated under this Agreement, (iiiii) Additional Consenting Noteholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Senior Noteholders shall become obligated under this Agreement, and (iviii) the Consenting Equityholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other party and at such time the Consenting Equityholders shall become obligated under this Agreement. To the extent the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, or the Consenting Equityholders become a Party, their legal counsel may be provided signature pages of the Initial Parties in unredacted form; provided, that the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholders, and their legal counsel shall not be permitted to disclose any of the holdings of Debtor Claims/Interests (defined below) of any Initial Party set forth on such unredacted signature pages. For the avoidance of doubt, if (a) the Debtors do not become a Party or (b) the Debtors become a Party and there is a subsequent Termination Date (defined in Section 9.059.07) pursuant to Section 9.029.02 or Section 9.06 with respect to the Debtors, any and all provisions of the Agreement referencing “S&C,” the “Debtor,” or “Debtors” are, and shall continue to be, in full force and effect with respect to the Commitment Parties as if such provisions were written without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement, Agreement shall continue to be in full force and effect with respect to each other Party hereto. Further, for the avoidance of doubt, (i) if the Prepetition Lenders never become a Party, any and all provisions of the Agreement referencing “▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto; and (ii) if Consenting Equityholders other than the Plan Sponsors and the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting Equityholders” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed by the Initial Parties, the Additional Investors, and the Initial Consenting Noteholders Parties set forth in Section 1(a) through (f) shall be delivered to: (a) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E”), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (“S&C”), legal counsel to the Debtors; (d) ▇▇▇▇▇ Day, legal counsel to the Additional Investors; (de) Ropes & ▇▇▇▇ LLP (“R&G”), legal counsel to the Consenting Noteholders; and (ef) if applicable, (i) legal counsel to the Debtors, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&C”), and (ii) legal counsel to the ad hoc committee of Prepetition Lenders, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, (“▇▇▇▇▇▇”). Each Initial Commitment Party intends to be and is bound under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Initial Commitment Party.

Agreement Effective Date. This Agreement shall become effective and binding upon each Party immediately following the occurrence of the following conditions Parties at 12:00 a.m., prevailing Eastern Time, on the date (such date, the “Agreement Effective Date”): ) on which: (aa)(i) Honeywell has executed and delivered counterpart signatures to this Agreement to each other Party; (b) Oaktree has executed and delivered counterpart signatures to this Agreement to each other Party; (c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party; (d) The Requisite Additional Investors the Company Parties shall have executed and delivered counterpart signatures to this Agreement to each other Party; and (e) The Requisite Consenting Noteholders have executed and delivered counterpart signatures to this Agreement to each other Party. Notwithstanding the occurrence of the Agreement Effective Date, this Agreement contemplates, and the Initial Parties acknowledge, that, upon the consent of Honeywell, the Plan Sponsors, the Requisite Additional Investors, and the Requisite Consenting Noteholders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time the Debtors shall become obligated under this Agreement, Supporting Creditors; (ii) the Consenting Lenders may become Original Parties upon execution holding greater than 50% of the outstanding principal amount of the Term Loan Claims held by the Original Parties shall have executed and delivery of delivered to counsel to the Debtors counterpart signature pages of this Agreement Agreement; (iii) the Original Parties holding greater than 50% of the outstanding principal amount of the RBL Claims held by the Original Parties shall have executed and delivered to counsel to each other Party and at such time those Prepetition Lenders shall become obligated under this Agreement, (iii) Consenting Noteholders may become Parties upon execution and delivery of the Debtors counterpart signature pages of this Agreement to counsel to each other Party and at such time those Senior Noteholders shall become obligated under this Agreement, ; and (iv) the Consenting Equityholders may become Parties upon execution holders of 54.71% of the aggregate outstanding principal amount of the 2020 Notes, the 2023 Notes, and delivery of the 2021 Notes issued under the Prepetition Notes Indentures shall have executed and delivered to counsel to the Debtors counterpart signature pages of this Agreement to counsel to each other party and at such time the Consenting Equityholders shall become obligated under this Agreement. To the extent the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, or the Consenting Equityholders become a Party, their legal counsel may be provided signature pages of the Initial Parties in unredacted form; provided, that the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholders, and their legal counsel shall not be permitted to disclose any of the holdings of Debtor Claims/Interests (defined below) of any Initial Party set forth on such unredacted signature pages. For the avoidance of doubt, if (a) the Debtors do not become a Party or (b) the Debtors become a Party Company Parties have given notice to counsel to the Supporting Creditors in accordance with Section 10.09 hereof that each of the foregoing conditions set forth in this Section 1, in each case, has been satisfied, all signature pages held by such Company Parties as contemplated above shall have been released for attachment to the relevant agreements, and there this Agreement is a subsequent Termination Date declared effective as to all Parties; (defined in Section 9.05c) the Company Parties shall have paid all fees and expenses invoiced and required to be paid pursuant to Section 9.02, any and all provisions of 9 hereof. If the Agreement referencing “S&C,” the “Debtor,” Effective Date shall not have occurred on or “Debtors” arebefore June 14, and 2019, all signature pages referred to in this Section 1 shall continue to be, in full force and effect with respect be returned to the Commitment Parties as if such provisions were written without reference to “S&C,” Party providing the “Debtor,” or “Debtors,” same and this Agreement, shall be in full force and effect with respect all documents to each other Party hereto. Furtherwhich such signature pages apply (excluding, for the avoidance of doubt, the Original RSA and the Definitive Documentation (i) if as defined in the Prepetition Lenders never become a PartyOriginal RSA)), any and all provisions of shall have no force or effect.4 Upon the Agreement referencing “▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” areEffective Date, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be amend and restate the Original RSA in full force and effect with respect to each other Party hereto; and (ii) if Consenting Equityholders other than the Plan Sponsors and the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting Equityholders” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed by the Initial Parties, the Additional Investors, and the Initial Consenting Noteholders shall be delivered to: (a) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E”), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) ▇▇▇▇▇ Day, legal counsel to the Additional Investors; (d) Ropes & ▇▇▇▇ LLP (“R&G”), legal counsel to the Consenting Noteholders; and (e) if applicable, (i) legal counsel to the Debtors, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&C”), and (ii) legal counsel to the ad hoc committee of Prepetition Lenders, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, (“▇▇▇▇▇▇”). Each Initial Party intends to be and is bound under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Initial Partyits entirety.

Agreement Effective Date. This Agreement shall become effective and binding upon each the Debtors and a Party, at 12:00 a.m., prevailing Eastern Time, on the first date on which: (a)(i) the Debtors and such Party immediately following the occurrence of the following conditions (the “Agreement Effective Date”): (a) Honeywell has executed and delivered counterpart signatures to this Agreement to each other Party; (b) Oaktree has executed and delivered counterpart signatures to this Agreement to each other Party; (c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party; (d) The Requisite Additional Investors shall have executed and delivered counterpart signatures to this Agreement to each other Party; and (e) The Requisite Consenting Noteholders have executed and delivered counterpart signatures to this Agreement to each other Party. Notwithstanding the occurrence of the Agreement Effective Date, this Agreement contemplates, and the Initial Parties acknowledge, that, upon the consent of Honeywell, the Plan Sponsors, the Requisite Additional Investors, and the Requisite Consenting Noteholders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time the Debtors shall become obligated under this Agreement, (ii) either: (A) where such Party is a Consenting First Lien Creditor, holders of at least 66 2/3% of the Consenting Lenders may become Parties upon execution aggregate outstanding principal amount of the First Lien Credit Agreement Claims (determined without regard to any claims held by a person or entity that is an “insider” as that term is defined in section 101(31) of the Bankruptcy Code) shall have executed and delivery of delivered to the Debtors counterpart signature pages of this Agreement and the Debtors shall have indefeasibly paid the First Lien Credit Agreement Claims in the amount of $40 million; (B) where such Party is a Consenting Second Lien Creditor, holders of at least 50.1% of the outstanding principal amount of the Second Lien Note Claims (in each case determined without regard to counsel any claims held by a person or entity that is an “insider” as that term is defined in section 101(31) of the Bankruptcy Code) shall have executed and delivered to each other Party and at such time those Prepetition Lenders shall become obligated under this Agreement, (iii) Consenting Noteholders may become Parties upon execution and delivery of the Debtors counterpart signature pages of this Agreement Agreement; or (C) where such Party is a Consenting Unsecured Creditor, holders of at least 50.1% of the outstanding principal amount of the Unsecured Senior Note Claims (in each case determined without regard to counsel any claims held by a person or entity that is an “insider” as that term is defined in section 101(31) of the Bankruptcy Code) shall have executed and delivered to each other Party and at such time those Senior Noteholders shall become obligated under this Agreement, and (iv) the Consenting Equityholders may become Parties upon execution and delivery of Debtors counterpart signature pages of this Agreement; (b) such Party shall have extended the cleansing date in such Party’s non-disclosure agreements, if any, through and including four business days after the Agreement Effective Date; and (c) the Debtors have given notice to such Party and its counsel to in accordance with Section 14.09 hereof that each other party of the foregoing conditions set forth in this Section 1, in each case, has been satisfied and at this Agreement is effective; in each instance, on or before May 11, 2016 (such time the Consenting Equityholders shall become obligated under this Agreement. To the extent the Debtorsdate, the Consenting Lenders, the Additional Consenting Noteholders, or the Consenting Equityholders become a Party, their legal counsel may be provided signature pages of the Initial Parties in unredacted form; provided, that the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholders, and their legal counsel shall not be permitted to disclose any of the holdings of Debtor Claims/Interests (defined below) of any Initial Party set forth on such unredacted signature pages“Agreement Effective Date”). For the avoidance of doubt, if (a) the obligations and rights of the Consenting Creditors and the Debtors do not become a Party or (b) the Debtors become a Party and there is a subsequent Termination Date (defined described in Section 9.05) pursuant to Section 9.02, any and all provisions of the Agreement referencing “S&C,” the “Debtor,” or “Debtors” are, and shall continue to be, in full force and effect with respect to the Commitment Parties as if such provisions were written without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement, shall be in full force and effect with respect to each other Party hereto. Further, for the avoidance of doubt, (i) if the Prepetition Lenders never become a Party, any and all provisions of the Agreement referencing “▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto; and (ii) if Consenting Equityholders other than the Plan Sponsors and the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting Equityholders” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed by the Initial Parties, the Additional Investors, and the Initial Consenting Noteholders shall be delivered to: (a) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E”), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) ▇▇▇▇▇ Day, legal counsel to the Additional Investors; (d) Ropes & ▇▇▇▇ LLP (“R&G”), legal counsel to the Consenting Noteholders; and (e) if applicable, (i) legal counsel to the Debtors, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&C”), and (ii) legal counsel to the ad hoc committee of Prepetition Lenders, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, (“▇▇▇▇▇▇”). Each Initial Party intends to be and is bound under this Agreement with respect apply to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Initial Partyany Consenting Creditors in accordance with the Restructuring Transactions.

Agreement Effective Date. This Agreement shall become effective and binding upon each Party immediately following the occurrence of the following conditions (the “Agreement Effective Date”): (a) Honeywell has executed and delivered counterpart signatures to this Agreement to each other Party; (b) Oaktree has executed and delivered counterpart signatures to this Agreement to each other Party; (c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party; (d) The ▇▇▇▇▇▇▇ has executed and delivered counterpart signatures to this Agreement to each other Party; (e) the Requisite Additional Investors have executed and delivered counterpart signatures to this Agreement to each other Party; (f) Initial Consenting Lenders holding at least 47% in principal amount of the Secured Credit Facility Claims have executed and delivered counterpart signatures to this Agreement to each other Party; and (eg) The the Requisite Consenting Noteholders have executed and delivered counterpart signatures to this Agreement to each other Party. Notwithstanding the occurrence of the Agreement Effective Date, this Agreement contemplates, and the Initial Parties acknowledge, that, upon the consent of Honeywell, the Plan Sponsors, the Requisite Additional Investors, the Requisite Consenting Noteholders, and the Requisite Consenting Noteholders Lenders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time the Debtors shall become obligated under this Agreement, (ii) the Additional Consenting Lenders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Prepetition Lenders shall become obligated under this Agreement, (iiiii) Additional Consenting Noteholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Senior Noteholders shall become obligated under this Agreement, and (iviii) the Consenting Equityholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other party and at such time the Consenting Equityholders shall become obligated under this Agreement. To the extent the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, or the Consenting Equityholders become a Party, their legal counsel may be provided signature pages of the Initial Parties in unredacted form; provided, that the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholders, and their legal counsel shall not be permitted to disclose any of the holdings of Debtor Claims/Interests (defined below) of any Initial Party set forth on such unredacted signature pages. For the avoidance of doubt, if (a) the Debtors do not become a Party or (b) the Debtors become a Party and there is a subsequent Termination Date (defined in Section 9.059.08) pursuant to Section 9.029.03 or Section 9.07 with respect to the Debtors, any and all provisions of the Agreement referencing “S&C,” the “Debtor,” or “Debtors” are, and shall continue to be, in full force and effect with respect to the Commitment Parties as if such provisions were written without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement, Agreement shall continue to be in full force and effect with respect to each other Party hereto. Further, for the avoidance of doubt, (i) if the Prepetition Lenders never become a Party, any and all provisions of the Agreement referencing “▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto; and (ii) if Consenting Equityholders other than the Plan Sponsors and the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting Equityholders” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed by the Initial Parties, the Additional Investors, and the Initial Consenting Noteholders Parties set forth in Section 1(a) through (f) shall be delivered to: (a) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E”), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (“S&C”), legal counsel to the Debtors; (d) ▇▇▇▇▇ Day, legal counsel to the Additional Investors; (de) Ropes & ▇▇▇▇ LLP (“R&G”), legal counsel to the Consenting Noteholders; and (e) if applicable, (i) legal counsel to the Debtors, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&C”), and (iif) legal counsel to the ad hoc committee group of Prepetition LendersLenders (the “Prepetition Lender Ad Hoc Group”), ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, (“▇▇▇▇▇▇”). Each Initial Commitment Party intends to be and is bound under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Initial Commitment Party.

Agreement Effective Date. This Agreement shall become effective and binding upon each Party immediately following the occurrence of the following conditions (the “Agreement Effective Date”): (a) Honeywell has executed and delivered counterpart signatures to this Agreement to each other Party; (b) Oaktree has executed and delivered counterpart signatures to this Agreement to each other Party; (c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party; (d) The Requisite Additional Investors have executed and delivered counterpart signatures to this Agreement to each other Party; and (e) The Requisite Consenting Noteholders holding in excess of 65% of the Senior Notes Claims, excluding Senior Note Claims held by the Plan Sponsors or the Additional Investors, have executed and delivered counterpart signatures to this Agreement to each other Party. Notwithstanding the occurrence of the Agreement Effective Date, this Agreement contemplates, and the Initial Parties acknowledge, that, upon the consent of Honeywell, the Plan Sponsors, the Requisite Additional Investors, and the Requisite Consenting Noteholders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time the Debtors shall become obligated under this Agreement, (ii) the Consenting Lenders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Prepetition Lenders shall become obligated under this Agreement, (iii) Consenting Noteholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Senior Noteholders shall become obligated under this Agreement, and (iv) the Consenting Equityholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other party and at such time the Consenting Equityholders shall become obligated under this Agreement. To the extent the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, or the Consenting Equityholders become a Party, their legal counsel may be provided signature pages of the Initial Parties in unredacted form; provided, that the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholders, and their legal counsel shall not be permitted to disclose any of the holdings of Debtor Claims/Interests (defined below) of any Initial Party set forth on such unredacted signature pages. For the avoidance of doubt, if (a) the Debtors do not become a Party or (b) the Debtors become a Party and there is a subsequent Termination Date (defined in Section 9.05) pursuant to Section 9.02, any and all provisions of the Agreement referencing “S&C,” the “Debtor,” or “Debtors” are, and shall continue to be, in full force and effect with respect to the Commitment Parties as if such provisions were written without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement, shall be in full force and effect with respect to each other Party hereto. Further, for the avoidance of doubt, (i) if the Prepetition Lenders never become a Party, any and all provisions of the Agreement referencing “▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto; and (ii) if Consenting Equityholders other than the Plan Sponsors and the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting Equityholders” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed by the Initial Parties, the Additional Investors, and the Initial Consenting Noteholders shall be delivered to: (a) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E”), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) ▇▇▇▇▇ Day, legal counsel to the Additional Investors; (d) Ropes & ▇▇▇▇ LLP (“R&G”), legal counsel to the Consenting Noteholders; and (e) if applicable, (i) legal counsel to the Debtors, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&C”), and (ii) legal counsel to the ad hoc committee of Prepetition Lenders, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, (“▇▇▇▇▇▇”). Each Initial Party intends to be and is bound under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Initial Party.

Agreement Effective Date. This Amended Agreement shall become effective and binding upon each Party immediately following the occurrence of the following conditions (the “Amended Agreement Effective Date”): (a) Honeywell the Amended BCA has been executed; (b) the Debtors shall have executed and delivered counterpart signatures to this Agreement to each other Party; (b) Oaktree has executed and delivered counterpart signatures to this Amended Agreement to each other Party; (c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party; (d) The Requisite Additional Investors holders of 66 2/3% of the aggregate principal amount of the Second Lien Notes have executed and delivered counterpart signatures to this Amended Agreement to each other Party; and (ed) The Requisite Consenting Noteholders holders of more than 68% (subject to the closing of certain pending trades) of the aggregate principal amount of the Senior Unsecured Notes have executed and delivered counterpart signatures to this Amended Agreement to each other Party. Party Notwithstanding the occurrence of the Agreement Effective Date, this Agreement contemplates, and the Initial Parties Consenting Creditors and the Debtors acknowledge, that, upon that the consent of Honeywell, UCC or the Plan Sponsors, the Requisite Additional Investors, and the Requisite Consenting Noteholders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time the Debtors shall become obligated under this Agreement, (ii) the Consenting RBL Lenders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Prepetition the UCC and/or RBL Lenders shall become obligated under this Agreement, (iii) Consenting Noteholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Senior Noteholders shall become obligated under this Agreement, and (iv) the Consenting Equityholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other party and at such time the Consenting Equityholders shall become obligated under this Agreement. To the extent the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, UCC or the Consenting Equityholders RBL Lenders become a Party, their legal counsel may be provided signature pages of the Initial Parties Consenting Creditors in unredacted form; provided, that the Debtors, UCC and the Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholders, RBL Lenders and their legal counsel shall not be permitted to disclose any of the holdings of Debtor Claims/Interests Claims (defined below) or Backstop Commitments (defined in the Backstop Commitment Agreement) of any Initial Party Consenting Second Lien Creditor or Consenting Senior Unsecured Creditor set forth on such unredacted signature pages. For the avoidance of doubt, if (a) the Debtors do not become a Party or (b) the Debtors become a Party and there is a subsequent Termination Date (defined in Section 9.05) pursuant to Section 9.02, any and all provisions of the Agreement referencing “S&CWeil,” the “Debtor,” or the “Debtors” are, and shall continue to be, in full force and effect with respect to the Commitment Parties Consenting Creditors as if such provisions were written without reference to “S&CWeil,” the “Debtor,” or the “Debtors,” and this Agreement, Amended Agreement shall be in full force and effect with respect to each other Party hereto. Further, for the avoidance of doubt, (i) if the Prepetition UCC or the RBL Lenders never become a Party, any and all provisions of the Agreement referencing “▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” Milbank, the UCC, W&S, or “Requisite Consenting Lenders” the RBL Lenders are, and shall continue to be, in full force and effect with respect to the other Commitment Parties Consenting Creditors as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto; and (ii) if Consenting Equityholders other than Milbank, the Plan Sponsors and UCC, W&S, or the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting Equityholders” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms RBL Lenders and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed by the Initial Parties, the Additional Investors, Consenting Second Lien Creditors and the Initial Consenting Noteholders Senior Unsecured Creditors shall be delivered to: (a) to ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E”), legal counsel to Honeywellthe Consenting Second Lien Creditors; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) Akin Gump ▇▇▇▇▇▇▇ Day, legal counsel to the Additional Investors; (d) Ropes ▇▇▇▇▇ & ▇▇▇▇ LLP (“R&GAkin Gump”), legal counsel to the Consenting NoteholdersAd Hoc Unsecured Noteholder Group; and White & Case LLP (e) if applicable“W&C”), (i) legal counsel to a group of certain of the Debtors, other Consenting Senior Unsecured Creditors; ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&CWeil”), and (ii) legal counsel to the ad hoc committee of Prepetition LendersDebtors; if applicable, Milbank, Tweed, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP (“Milbank”), legal counsel to the UCC; and, if applicable, Winston & Stawn, (“▇▇▇▇▇▇W&S”)) LLP, legal counsel to the RBL Lenders. Each Initial Party Consenting Creditor intends to be and is bound under this Amended Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Initial PartyConsenting Creditor.

Agreement Effective Date. This Agreement shall become effective and binding upon each Party immediately following of the occurrence Parties at 12:00 a.m. (prevailing Eastern Time), on the date (such date, the "Agreement Effective Date") on which all of the following conditions (the “Agreement Effective Date”):have been satisfied or waived in accordance with this Agreement: (a) Honeywell each Party (in the case of the Consenting Noteholders, holders of at least 60% of the outstanding principle amount of the Aegean Notes) has executed and delivered counterpart signatures to this Agreement to each other Party; (b) Oaktree has executed and delivered counterpart signatures to this Agreement to each other Party; (c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party; (d) The Requisite Additional Investors have executed and delivered counterpart signatures to this Agreement to each other Party; and (e) The Requisite Consenting Noteholders have executed and delivered counterpart signatures to this Agreement to each other Party. Notwithstanding the occurrence of the Agreement Effective Date, this Agreement contemplates, and the Initial Parties acknowledge, that, upon the consent of Honeywell, the Plan Sponsors, the Requisite Additional Investors, and the Requisite Consenting Noteholders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time (without regard to any Claims held by a person or entity that is an "insider" as that term is defined in section 101(31) of the Debtors Bankruptcy Code) who shall become obligated under have executed this Agreement, (ii) the Consenting Lenders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Prepetition Lenders shall become obligated under this Agreement, (iii) Consenting Noteholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Senior Noteholders shall become obligated under this Agreement, and (iv) the Consenting Equityholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other party and at such time the Consenting Equityholders shall become obligated under this Agreement. To the extent the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, or the Consenting Equityholders become a Party, their legal counsel may be provided signature pages of the Initial Parties in unredacted form; provided, however, that the Debtors, the signature pages executed by Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholders, and their legal counsel Stakeholders shall not be permitted to disclose any of the holdings of Debtor Claims/Interests (defined below) of any Initial Party set forth on such unredacted signature pages. For the avoidance of doubt, if (a) the Debtors do not become a Party or (b) the Debtors become a Party and there is a subsequent Termination Date (defined in Section 9.05) pursuant to Section 9.02, any and all provisions of the Agreement referencing “S&C,” the “Debtor,” or “Debtors” are, and shall continue to be, in full force and effect with respect to the Commitment Parties as if such provisions were written without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement, shall be in full force and effect with respect to each other Party hereto. Further, for the avoidance of doubt, (i) if the Prepetition Lenders never become a Party, any and all provisions of the Agreement referencing “▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” are, and shall continue to be, be treated in full force and effect accordance with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto; Section 16.19 and (ii) if Consenting Equityholders other than the Plan Sponsors and the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting Equityholders” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect be delivered to the other Commitment Parties Consenting Stakeholders in a redacted form that removes the details of such Consenting Stakeholders' Claims and Interests and commitments in respect of the DIP FILO Term Loan and the DIP 2L Facility, as if such provisions were written without reference applicable; (b) Aegean has received an acceptable commitment letter or other agreement providing for adequate debtor-in-possession financing to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed by fund the Initial Parties, the Additional Investorschapter 11 cases, and the Initial Consenting Noteholders shall be delivered to: (a) ▇an acceptable commitment letter from ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP Sachs Lending Partners LLC to provide the Asset-Based Lending debtor-in-possession financing, on the terms and conditions described in the term sheet attached hereto as Exhibit B (“K&E”the "DIP Term Sheet" and the "DIP Financing" and, such date, the "Agreement Effective Date"), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; ; (c) ▇▇▇▇▇ Day, legal counsel to the Additional Investors; (d) Ropes & ▇▇▇▇ LLP (“R&G”), legal Aegean shall have given notice to counsel to the Consenting Noteholders; and Stakeholders in the manner set forth in Section [16.09] (eby email or otherwise) if applicable, (i) legal counsel that the other conditions to the Debtors, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&C”), and (ii) legal counsel to the ad hoc committee of Prepetition Lenders, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, (“▇▇▇▇▇▇”). Each Initial Party intends to be and is bound under Agreement Effective Date set forth in this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Initial PartySection 1 have occurred.

Agreement Effective Date. This Agreement shall become effective and binding upon each Party immediately following the occurrence of the following conditions (the “Agreement Effective Date”): (a) Honeywell has executed and delivered counterpart signatures to this Agreement to each other Party; (b) Oaktree has executed and delivered counterpart signatures to this Agreement to each other Party; (c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party;; and (d) The Requisite Additional Investors have executed and delivered counterpart signatures to this Agreement to each other Party; and (e) The Requisite Consenting Noteholders have executed and delivered counterpart signatures to this Agreement to each other Party. Notwithstanding the occurrence of the Agreement Effective Date, this Agreement contemplates, and the Initial Parties acknowledge, that, upon the consent of Honeywell, the Plan Sponsors, and the Requisite Additional Investors, and the Requisite Consenting Noteholders Investors (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time the Debtors shall become obligated under this Agreement, (ii) the Consenting Lenders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Prepetition Lenders shall become obligated under this Agreement, (iii) Consenting Noteholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Senior Noteholders shall become obligated under this Agreement, and (iv) the Consenting Equityholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other party and at such time the Consenting Equityholders shall become obligated under this Agreement. To the extent the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, or the Consenting Equityholders become a Party, their legal counsel may be provided signature pages of the Initial Parties in unredacted form; provided, that the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholders, and their legal counsel shall not be permitted to disclose any of the holdings of Debtor Claims/Interests (defined below) of any Initial Party set forth on such unredacted signature pages. For the avoidance of doubt, if (a) the Debtors do not become a Party or (b) the Debtors become a Party and there is a subsequent Termination Date (defined in Section 9.05) pursuant to Section 9.02, any and all provisions of the Agreement referencing “S&C,” the “Debtor,” or “Debtors” are, and shall continue to be, in full force and effect with respect to the Commitment Parties as if such provisions were written without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement, shall be in full force and effect with respect to each other Party hereto. Further, for the avoidance of doubt, (i) if the Prepetition Lenders never become a Party, any and all provisions of the Agreement referencing “▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto; (ii) if the Senior Noteholders never become a Party, any and all provisions of the Agreement referencing “R&G,” “Senior Noteholders,” “Consenting Noteholders,” or “Requisite Consenting Noteholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto; and (iiiii) if Consenting Equityholders other than the Plan Sponsors and the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting Equityholders” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed by the Initial Parties, Parties and the Additional Investors, and the Initial Consenting Noteholders Investors shall be delivered to: (a) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E”), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) ▇▇▇▇▇ Day, legal counsel to the Additional Investors; and (d) Ropes & ▇▇▇▇ LLP (“R&G”), legal counsel to the Consenting Noteholders; and (e) if applicable, (i) legal counsel to the Debtors, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&C”), and (ii) legal counsel to the ad hoc committee of Prepetition Lenders, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, (“▇▇▇▇▇▇”), and (iii) legal counsel to the ad hoc committee of Senior Noteholders, Ropes & ▇▇▇▇ (“R&G”). Each Initial Party intends to be and is bound under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Initial Party.

Agreement Effective Date. This Agreement shall become effective and binding upon each Party immediately following of the occurrence Parties that has executed and delivered counterpart signature pages to this Agreement as of the time and date on which all of the following conditions have been satisfied or waived in accordance with this Agreement (the “Agreement Effective Date”): (a) Honeywell has executed and delivered counterpart signatures to ); provided, that, notwithstanding anything in this Agreement to each other Party;the contrary, the BrazilCo Governance Condition may be modified or waived solely by the Majority PW/PWP AHG Members: (b1) Oaktree has executed and delivered counterpart signatures to this Agreement to each other Party; (c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party; (d) The Requisite Additional Investors of the Company Parties shall have executed and delivered counterpart signatures to this Agreement to each other Party; and (e) The Requisite Consenting Noteholders have executed and delivered counterpart signatures to this Agreement to each other Party. Notwithstanding the occurrence of the Agreement Effective Date, this Agreement contemplates, and the Initial Parties acknowledge, that, upon the consent of Honeywell, the Plan Sponsors, the Requisite Additional Investors, and the Requisite Consenting Noteholders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time of the Debtors shall become obligated under this Agreement, Parties as specified in Section 22; (ii2) the Consenting Lenders may become following Parties upon execution shall have executed and delivery of delivered counterpart signature pages of this Agreement to counsel to the Company or the Information Agent: (A) holders of the 2029 New Notes holding or beneficially owning in the aggregate greater than fifty percent (50%) of the aggregate outstanding principal amount of the 2029 New Notes Debt; (B) lenders under the Term Loan B Agreement holding or beneficially owning in the aggregate greater than fifty percent (50%) of the aggregate outstanding principal amount of the Term Loan B Debt; (C) lenders under the Revolving Credit Facility Agreement holding or beneficially owning in the aggregate greater than fifty percent (50%) of the aggregate outstanding principal amount of the Revolving Credit Facility Debt; and (D) lenders under the Term Loan A Agreement holding or beneficially owning in the aggregate greater than fifty percent (50%) of the aggregate outstanding principal amount of the Term Loan A Debt; (3) receipt by the PW/PWP AHG Advisors, Akin/Evercore AHG Advisors, TLA Advisors, and RCF Advisors of payment from the Company Parties for any Advisor Fees and Expenses for which the Company Parties have received an invoice at least two (2) Business Days prior to the date hereof; (4) appointment by the Existing Board of the Transition Committee and adoption of the Transition Committee Charter, in each other Party case in accordance with the Restructuring Term Sheet; and at such time those Prepetition Lenders the Company shall become obligated under have given notice to the Supporting Creditors (which may be communicated by Skadden to the Advisors) in the manner set forth in 57 Section 22 hereof (by email) that the conditions to the Agreement Effective Date set forth in this AgreementSection 3 have occurred. 58 Notwithstanding the occurrence of the Agreement Effective Date, (iii) Consenting Noteholders may become Parties upon execution and delivery of counterpart signature pages the provisions of this Agreement to counsel to each other Party and at such time those Senior Noteholders shall become obligated under this Agreement, and establishing consent rights of the Majority Legacy Notes Supporting Creditors (including clause (iv) the Consenting Equityholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other party and at such time the Consenting Equityholders shall become obligated under this Agreement. To the extent the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, or the Consenting Equityholders become a Party, their legal counsel may be provided signature pages of the Initial Parties in unredacted form; provided, that the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholders, and their legal counsel definition of “Majority Supporting Creditors”) shall not be permitted to disclose any effective unless and until (x) members of the holdings Legacy Notes AHG holding, in the aggregate, greater than 50.0% of Debtor Claims/Interests the aggregate outstanding principal amount of the Legacy Notes then held by the members of the Legacy Notes AHG and (defined belowy) holders of the Legacy Notes holding in the aggregate greater than fifty percent (50%) of any Initial Party set forth on such unredacted signature pages. For the avoidance of doubt, if (a) the Debtors do not become a Party or (b) the Debtors become a Party and there is a subsequent Termination Date (defined in Section 9.05) pursuant to Section 9.02, any and all provisions aggregate outstanding principal amount of the Agreement referencing “S&C,” the “Debtor,” or “Debtors” are, and shall continue to be, in full force and effect with respect to the Commitment Parties as if such provisions were written without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement, shall be in full force and effect with respect to each other Party hereto. Further, for the avoidance of doubt, (i) if the Prepetition Lenders never Legacy Notes Debt become a Party, any and all provisions of the Agreement referencing “▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto; and (ii) if Consenting Equityholders other than the Plan Sponsors and the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting Equityholders” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed by the Initial Parties, the Additional Investors, and the Initial Consenting Noteholders shall be delivered to: (a) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E”), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) ▇▇▇▇▇ Day, legal counsel to the Additional Investors; (d) Ropes & ▇▇▇▇ LLP (“R&G”), legal counsel to the Consenting Noteholders; and (e) if applicable, (i) legal counsel to the Debtors, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&C”), and (ii) legal counsel to the ad hoc committee of Prepetition Lenders, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, (“▇▇▇▇▇▇”). Each Initial Party intends to be and is bound under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Initial PartySupporting Creditors.

Agreement Effective Date. This Agreement The obligations of the Lenders to make Revolving Loans and to fund any Term Loan hereunder and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective and binding upon until the date on which each Party immediately following the occurrence of the following conditions is satisfied (the “Agreement Effective Date”or waived in accordance with Section 9.02): (a) Honeywell has executed and delivered The Administrative Agent (or its counsel) shall have received from each Credit Party either (i) a counterpart signatures to of this Agreement and all other Loan Documents to which it is party signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of each such Loan Document other Party;than the Notes) that such party has signed a counterpart of the Loan Documents, together with copies of all Loan Documents. (b) Oaktree has executed The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and delivered counterpart signatures the Lenders and dated the Agreement Effective Date) of Bryan Cave LLP, counsel for the Borrower and each Guarantor, and such other counsel as the Administrative Agent may approve, covering such matters relating to this Agreement the Credit Parties, the Loan Documents or the Transactions as the Majority Lenders shall reasonably request. The Borrower hereby requests such counsel to each other Party;deliver such opinion. (c) Centerbridge has executed The Administrative Agent shall have received such documents and delivered counterpart signatures certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Credit Parties, the authorization of the Transactions and any other legal matters relating to the Credit Parties, this Agreement (including each Credit Party’s compliance with Section 9.14 and other customary “know your customer” requirements) or the Transactions, all in form and substance satisfactory to each other Party;the Administrative Agent and its counsel. (d) The Requisite Additional Investors Administrative Agent shall have executed received a Compliance Certificate and delivered counterpart signatures Borrowing Base Certificate, signed by a Financial Officer of Borrower, in form and substance satisfactory to this the Administrative Agent, based on the consolidated financial statements for the fiscal quarter ended DecemberMarch 31, 20182024, and after giving effect to the borrowing of all amounts intended to be borrowed hereunder on the Agreement Effective Date and the application of proceeds of such borrowings to each other Party; andthe repayment of Indebtedness intended to be repaid therefrom, and the Merger. (e) The Requisite Consenting Noteholders Administrative Agent shall have executed received all fees and delivered counterpart signatures other amounts due and payable on or prior to this Agreement to each other Party. Notwithstanding the occurrence of the Agreement Effective Date, this Agreement contemplatesincluding, and the Initial Parties acknowledge, that, upon the consent of Honeywell, the Plan Sponsors, the Requisite Additional Investors, and the Requisite Consenting Noteholders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time the Debtors shall become obligated under this Agreement, (ii) the Consenting Lenders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Prepetition Lenders shall become obligated under this Agreement, (iii) Consenting Noteholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Senior Noteholders shall become obligated under this Agreement, and (iv) the Consenting Equityholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other party and at such time the Consenting Equityholders shall become obligated under this Agreement. To the extent the Debtorsinvoiced, the Consenting Lenders, the Additional Consenting Noteholders, reimbursement or the Consenting Equityholders become a Party, their legal counsel may payment of all out-of-pocket expenses required to be provided signature pages of the Initial Parties in unredacted form; provided, that the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholders, and their legal counsel shall not be permitted to disclose any of the holdings of Debtor Claims/Interests (defined below) of any Initial Party set forth on such unredacted signature pages. For the avoidance of doubt, if (a) the Debtors do not become a Party reimbursed or (b) the Debtors become a Party and there is a subsequent Termination Date (defined in Section 9.05) pursuant to Section 9.02, any and all provisions of the Agreement referencing “S&C,” the “Debtor,” or “Debtors” are, and shall continue to be, in full force and effect with respect to the Commitment Parties as if such provisions were written without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement, shall be in full force and effect with respect to each other Party hereto. Further, for the avoidance of doubt, (i) if the Prepetition Lenders never become a Party, any and all provisions of the Agreement referencing “▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto; and (ii) if Consenting Equityholders other than the Plan Sponsors and the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting Equityholders” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed paid by the Initial Parties, the Additional Investors, and the Initial Consenting Noteholders shall be delivered to: (a) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E”), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) ▇▇▇▇▇ Day, legal counsel to the Additional Investors; (d) Ropes & ▇▇▇▇ LLP (“R&G”), legal counsel to the Consenting Noteholders; and (e) if applicable, (i) legal counsel to the Debtors, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&C”), and (ii) legal counsel to the ad hoc committee of Prepetition Lenders, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, (“▇▇▇▇▇▇”). Each Initial Party intends to be and is bound under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Initial PartyBorrower hereunder.

Agreement Effective Date. This Agreement shall become effective and binding upon each Party immediately following the occurrence of the following conditions (the “Agreement Effective Date”): (a) Honeywell has executed and delivered counterpart signatures to this Agreement to each other Party; (b) Oaktree has executed and delivered counterpart signatures to this Agreement to each other Party;; and (c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party; (d) The Requisite Additional Investors have executed and delivered counterpart signatures to this Agreement to each other Party; and (e) The Requisite Consenting Noteholders have executed and delivered counterpart signatures to this Agreement to each other Party. Notwithstanding the occurrence of the Agreement Effective Date, this Agreement contemplates, and the Initial Parties acknowledge, that, upon the consent of Honeywell, Honeywell and the Plan Sponsors, the Requisite Additional Investors, and the Requisite Consenting Noteholders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time the Debtors shall become obligated under this Agreement, (ii) the Consenting Lenders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Prepetition Lenders shall become obligated under this Agreement, (iii) Consenting Noteholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Senior Noteholders shall become obligated under this Agreement, and (iv) the Consenting Equityholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other party and at such time the Consenting Equityholders shall become obligated under this Agreement. To the extent the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, or the Consenting Equityholders become a Party, their legal counsel may be provided signature pages of the Initial Parties in unredacted form; provided, that the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholders, and their legal counsel shall not be permitted to disclose any of the holdings of Debtor Claims/Interests Claims (defined below) of any Initial Party set forth on such unredacted signature pages. For the avoidance of doubt, if (a) the Debtors do not become a Party or (b) the Debtors become a Party and there is a subsequent Termination Date (defined in Section 9.05) pursuant to Section 9.02, any and all provisions of the Agreement referencing “S&C,” the “Debtor,” or “Debtors” are, and shall continue to be, in full force and effect with respect to the Commitment Parties as if such provisions were written without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement, shall be in full force and effect with respect to each other Party hereto. Further, for the avoidance of doubt, (i) if the Prepetition Lenders never become a Party, any and all provisions of the Agreement referencing “▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto; and (ii) if Consenting Equityholders other than the Plan Sponsors and the Additional Investors Senior Noteholders never become a Party, any and all provisions of the Agreement referencing “R&G,” “Senior Noteholders,” “Consenting Noteholders,” or “Requisite Consenting Noteholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto; and (iii) if the Consenting Equityholders never become a Party, any and all provisions of the Agreement referencing “▇▇▇▇▇ Day,” “Consenting Equityholders,” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed by the Initial Parties, the Additional Investors, and the Initial Consenting Noteholders Parties shall be delivered to: (a) to ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E”), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) ▇▇▇▇▇ Day, legal counsel to the Additional Investors; (d) Ropes & ▇▇▇▇ LLP (“R&G”), legal counsel to the Consenting Noteholders; and (e) if applicable, (i) legal counsel to the Debtors, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&C”), and (ii) if applicable, legal counsel to the ad hoc committee of Prepetition Lenders, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, (“▇▇▇▇▇▇”), if applicable, legal counsel to the ad hoc committee of Senior Noteholders, Ropes & ▇▇▇▇ (“R&G”), and, if applicable, ▇▇▇▇▇ Day (“▇▇▇▇▇ Day”), legal counsel to certain Consenting Equityholders. Each Initial Party intends to be and is bound under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Initial Party.

Agreement Effective Date. This Agreement shall become effective and binding upon each Party immediately following the occurrence of the following conditions (the “Agreement Effective Date”): (a) Honeywell has executed and delivered counterpart signatures to this Agreement to each other Party; (b) Oaktree has executed and delivered counterpart signatures to this Agreement to each other Party; (c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party; (d) The Requisite Additional Investors have executed and delivered counterpart signatures to this Agreement to each other Party; and (e) The Requisite Consenting Noteholders have executed and delivered counterpart signatures to this Agreement to each other Party. Notwithstanding the occurrence of Parties at 12:01 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement contemplates, and Agreement: (a) the Initial Parties acknowledge, that, upon the consent of Honeywell, the Plan Sponsors, the Requisite Additional Investors, and the Requisite Consenting Noteholders (which consent of such Company Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution have executed and delivery of delivered counterpart signature pages of this Agreement to counsel to each other Party and at such time of the Debtors shall become obligated under this Agreement, Parties specified in Section 14.11; (iib) the Consenting Lenders may become Parties upon execution following shall have executed and delivery of delivered counterpart signature pages of this Agreement to counsel to each of the Parties specified in Section 14.11: (i) the Consenting Term Loan Lender; provided, that such signature page shall be (a) treated in accordance with Section 14.22 and (b) delivered to other Party and Consenting Lenders in a redacted form that removes the details of the Consenting Lender’s holdings of Term Loan Claims; and (ii) holders of at least 67% of the aggregate outstanding principal amount of the Secured Notes Claims; provided, that such time those Prepetition Lenders shall become obligated under this Agreement, (iii) Consenting Noteholders may become Parties upon execution and delivery of counterpart signature pages shall be (a) treated in accordance with Section 14.22 and (b) delivered to other Consenting Lenders in a redacted form that removes the details of this Agreement such holder’s holdings of Secured Notes Claims; (c) counsel to the Company Parties shall have given written notice to counsel to each the Required Consenting Lenders in the manner set forth in Section 14.11 hereof (with e-mail being sufficient) that the other Party and at such time those Senior Noteholders shall become obligated under conditions to the Agreement Effective Date set forth in this Agreement, and Section 2 have occurred; and (ivd) the Consenting Equityholders may become Company Parties upon execution shall have paid in full the Restructuring Fees and delivery of counterpart signature pages of this Expenses for which an invoice has been received by the Company Parties on or before two (2) Business Days prior to the Agreement Effective Date. This Agreement shall be effective from the Agreement Effective Date until validly terminated pursuant to counsel to each other party and at such time the Consenting Equityholders shall become obligated under this Agreementterms set forth in Section 12. To the extent the Debtorsthat a signatory to this Agreement holds, the Consenting Lenders, the Additional Consenting Noteholders, or the Consenting Equityholders become a Party, their legal counsel may be provided signature pages as of the Initial Parties date hereof or thereafter, multiple Company Claims/Interests, such Party shall be deemed to have executed this Agreement in unredacted form; provided, that the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholdersits capacity as a holder of all such Company Claims/Interests, and their legal counsel this Agreement shall not be permitted apply severally to disclose any of the holdings of Debtor Claims/Interests (defined below) of any Initial such Party set forth on such unredacted signature pages. For the avoidance of doubt, if (a) the Debtors do not become a Party or (b) the Debtors become a Party and there is a subsequent Termination Date (defined in Section 9.05) pursuant to Section 9.02, any and all provisions of the Agreement referencing “S&C,” the “Debtor,” or “Debtors” are, and shall continue to be, in full force and effect with respect to the Commitment Parties as if such provisions were written without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement, shall be in full force and effect with respect to each other Party hereto. Further, for the avoidance of doubt, (i) if the Prepetition Lenders never become a Party, any and all provisions of the Agreement referencing “▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto; and (ii) if Consenting Equityholders other than the Plan Sponsors and the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting Equityholders” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed by the Initial Parties, the Additional Investors, and the Initial Consenting Noteholders shall be delivered to: (a) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E”), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) ▇▇▇▇▇ Day, legal counsel to the Additional Investors; (d) Ropes & ▇▇▇▇ LLP (“R&G”), legal counsel to the Consenting Noteholders; and (e) if applicable, (i) legal counsel to the Debtors, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&C”), and (ii) legal counsel to the ad hoc committee of Prepetition Lenders, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, (“▇▇▇▇▇▇”). Each Initial Party intends to be and is bound under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently Company Claim/Interest held or hereafter acquired by such Initial Party.

Agreement Effective Date. This Agreement shall become effective and binding upon each Party immediately following of the occurrence Parties as of the time and date on which all of the following conditions have been satisfied or waived in accordance with this Agreement (the “Agreement Effective Date”): (a) Honeywell has executed and delivered counterpart signatures to this Agreement to each other Party; (b) Oaktree has executed and delivered counterpart signatures to this Agreement to each other Party; (c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party; (d) The Requisite Additional Investors of the Company Parties shall have executed and delivered counterpart signatures to this Agreement to each other Party; and (e) The Requisite Consenting Noteholders have executed and delivered counterpart signatures to this Agreement to each other Party. Notwithstanding the occurrence of the Agreement Effective Date, this Agreement contemplates, and the Initial Parties acknowledge, that, upon the consent of Honeywell, the Plan Sponsors, the Requisite Additional Investors, and the Requisite Consenting Noteholders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution and delivery of counterpart signature pages of this Agreement to counsel to each of the other Party Parties; (b) SVF II and at such time the Debtors StarBright shall become obligated under this Agreement, (ii) the Consenting Lenders may become Parties upon execution have executed and delivery of delivered counterpart signature pages of this Agreement to counsel to each of the other Party Parties; (c) each of the Consenting Noteholders, holding or beneficially owning in the aggregate at least fifty percent (50%) of the aggregate outstanding principal amount of each of the 5.00% Unsecured Notes, Series II, and at such time those Prepetition Lenders the 7.875% Unsecured Notes, shall become obligated under this Agreement, (iii) Consenting Noteholders may become Parties upon execution have executed and delivery of delivered counterpart signature pages of this Agreement to counsel to each of the other Parties; (d) the Backstop Commitment Agreement and the Third-Party Commitment Agreement shall each (i) have been agreed to and at such time those Senior Noteholders shall become obligated under this Agreement, executed by the applicable parties thereto and (ivii) the Consenting Equityholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other party and at such time the Consenting Equityholders shall become obligated under this Agreement. To the extent the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, or the Consenting Equityholders become a Party, their legal counsel may be provided signature pages of the Initial Parties in unredacted form; provided, that the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholders, and their legal counsel shall not be permitted to disclose any of the holdings of Debtor Claims/Interests (defined below) of any Initial Party set forth on such unredacted signature pages. For the avoidance of doubt, if (a) the Debtors do not become a Party or (b) the Debtors become a Party and there is a subsequent Termination Date (defined in Section 9.05) pursuant to Section 9.02, any and all provisions of the Agreement referencing “S&C,” the “Debtor,” or “Debtors” are, and shall continue to be, in full force and effect with respect to the Commitment Parties as if such provisions were written without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement, shall be in full force and effect with respect to each other Party hereto. Further, for the avoidance of doubt, effect; (ie) if the Prepetition Lenders never become a Party, any and all provisions of the Agreement referencing “▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto; and (ii) if Consenting Equityholders other than the Plan Sponsors and the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting Equityholders” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed by the Initial Parties, the Additional Investors, and the Initial Consenting Noteholders shall be delivered to: (a) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E”), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) ▇▇▇▇▇ Day, legal Company Parties shall have given notice to each of counsel to the Additional Investors; (d) Ropes & ▇▇▇▇ LLP (“R&G”), legal SoftBank and counsel to the Consenting Noteholders; and Noteholders in the manner set forth in Section 14.10 hereof (eby email or otherwise) if applicable, (i) legal counsel that the other conditions to the DebtorsAgreement Effective Date set forth in this Section 2.01 have occurred; (f) the Company Parties shall have paid all invoiced, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&C”)unpaid, and (ii) legal counsel to the ad hoc committee of Prepetition Lendersreasonable fees, ▇▇▇▇▇▇costs, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, (“▇▇▇▇▇▇”). Each Initial Party intends to be and is bound under this Agreement with respect to any and all claims against, or interests in, any out-of-pocket expenses of the DebtorsAd Hoc Group Advisors in accordance with the terms of their respective engagement letters or fee letters with the Company Parties; and (g) the Company Parties shall have paid all invoiced, whether currently held unpaid, and reasonable fees, costs, and out-of-pocket expenses of the SoftBank Advisors in accordance with the terms of their respective engagement letters or hereafter acquired by such Initial Partyfee letters.

Agreement Effective Date. This Agreement shall become effective and binding upon each Party immediately following the occurrence of the following conditions (the “Agreement Effective Date”): (a) Honeywell has executed and delivered counterpart signatures to this Agreement to each other Party; (b) Oaktree has executed and delivered counterpart signatures to this Agreement to each other Party; (c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party; (d) The Requisite Additional Investors have ▇▇▇▇▇▇▇ has executed and delivered counterpart signatures to this Agreement to each other Party; and (e) The the Requisite Consenting Noteholders Additional Investors have executed and delivered counterpart signatures to this Agreement to each other Party. .; Notwithstanding the occurrence of the Agreement Effective Date, this Agreement contemplates, and the Initial Parties acknowledge, that, upon the consent of Honeywell, the Plan Sponsors, the Requisite Additional Investors, the Requisite Consenting Noteholders, and the Requisite Consenting Noteholders Lenders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time the Debtors shall become obligated under this Agreement, (ii) the Additional Consenting Lenders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Prepetition Lenders shall become obligated under this Agreement, (iiiii) Additional Consenting Noteholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Senior Noteholders shall become obligated under this Agreement, and (iviii) the Consenting Equityholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other party and at such time the Consenting Equityholders shall become obligated under this Agreement. To the extent the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, or the Consenting Equityholders become a Party, their legal counsel may be provided signature pages of the Initial Parties in unredacted form; provided, that the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholders, and their legal counsel shall not be permitted to disclose any of the holdings of Debtor Claims/Interests (defined below) of any Initial Party set forth on such unredacted signature pages. For the avoidance of doubt, if (a) the Debtors do not become a Party or (b) the Debtors become a Party and there is a subsequent Termination Date (defined in Section 9.059.08) pursuant to Section 9.029.03 or Section 9.07 with respect to the Debtors, any and all provisions of the Agreement referencing “S&C,” the “Debtor,” or “Debtors” are, and shall continue to be, in full force and effect with respect to the Commitment Parties as if such provisions were written without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement, Agreement shall continue to be in full force and effect with respect to each other Party hereto. Further, for the avoidance of doubt, (i) if the Prepetition Lenders never become a Party, any and all provisions of the Agreement referencing “▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto; and (ii) if Consenting Equityholders other than the Plan Sponsors and the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting Equityholders” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed by the Initial Parties, the Additional Investors, and the Initial Consenting Noteholders Parties set forth in Section 1(a) through (e) shall be delivered to: (a) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E”), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (“S&C”), legal counsel to the Debtors; (d) ▇▇▇▇▇ Day, legal counsel to the Additional Investors; (de) Ropes & ▇▇▇▇ LLP (“R&G”), legal counsel to the Consenting Noteholders; and (ef) if applicable, (i) legal counsel to the Debtors, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&C”), and (ii) legal counsel to the ad hoc committee of Prepetition Lenders, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, (“▇▇▇▇▇▇”), legal counsel to the ad hoc group of Prepetition Lenders (the “Prepetition Lender Ad Hoc Group”). Each Initial Commitment Party intends to be and is bound under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Initial Commitment Party.

Agreement Effective Date. This Agreement shall become effective and binding upon each Party immediately following of the occurrence Parties as of the time and date on which all of the following conditions have been satisfied or waived in accordance with this Agreement (the “Agreement Effective Date”): (a) Honeywell has executed and delivered counterpart signatures to this Agreement to each other Party; (b) Oaktree has executed and delivered counterpart signatures to this Agreement to each other Party; (c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party; (d) The Requisite Additional Investors of the Company Parties shall have executed and delivered counterpart signatures to this Agreement to each other Party; and (e) The Requisite Consenting Noteholders have executed and delivered counterpart signatures to this Agreement to each other Party. Notwithstanding the occurrence of the Agreement Effective Date, this Agreement contemplates, and the Initial Parties acknowledge, that, upon the consent of Honeywell, the Plan Sponsors, the Requisite Additional Investors, and the Requisite Consenting Noteholders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution and delivery of counterpart signature pages of this Agreement to counsel to each of the other Party and at such time the Debtors shall become obligated under this Agreement, Parties; (iib) the Consenting Lenders may become Parties upon execution following shall have executed and delivery of delivered counterpart signature pages of this Agreement to counsel to each other Party and at such time those Prepetition Lenders shall become obligated under this Agreementthe Company Parties: (i) Each of the Consenting Revolver Lenders, holding or beneficially owning in the aggregate greater than fifty (50)% of the Revolving Credit Commitments; (ii) Each of the Consenting First Lien Term Loan Lenders, holding or beneficially owning in the aggregate greater than fifty (50)% of the aggregate principal amount of First Lien Term Loans; (iii) Each of the Consenting Noteholders may become Secured Noteholders, holding or beneficially owning in the aggregate greater than fifty percent (50)% of the aggregate outstanding principal amount of Secured Notes; (iv) Each of the Consenting Unsecured Noteholders, holding or beneficially owning in the aggregate greater than fifty (50)% of the aggregate principal amount of Unsecured Notes; and (v) Each of the Consenting Convertible Noteholders, holding or beneficially owning in the aggregate greater than fifty (50)% of the aggregate principal amount of Convertible Notes. (c) the Company Parties upon execution shall have paid 100% of accrued and delivery unpaid Transaction Expenses to (i) the Ad Hoc Group Advisors by wire transfer in immediately available funds in accordance with instructions provided to the Company by the Ad Hoc Group Advisors for which an invoice has been received by the Company by no later than two (2) Business Days before the Agreement Effective Date (inclusive of counterpart signature pages any reasonable estimate of Transaction Expenses, through and including the Agreement Effective Date), in each case consistent with the existing fee payment arrangements under the Lender Advisor Engagement Letters, and (ii) the Administrative Agent Advisor in accordance with the terms of the First Lien Credit Agreement, for which an invoice has been received by the Company Parties on or before the date that is two (2) Business Days prior to the Agreement Effective Date (inclusive of any reasonable estimate of fees and expenses, through and including the Agreement Effective Date); and (d) counsel to the Company Parties shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof (by email or otherwise) that the other conditions to the Agreement Effective Date set forth in this Section 2.01 have occurred. Subject to the terms of this Agreement (including Section 8.06), to counsel the extent that a Party to each other Party and at such time those Senior Noteholders shall become obligated under this Agreement, and (iv) the Consenting Equityholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other party and at such time the Consenting Equityholders shall become obligated under this Agreement. To the extent the Debtorsholds, the Consenting Lenders, the Additional Consenting Noteholders, or the Consenting Equityholders become a Party, their legal counsel may be provided signature pages as of the Initial Parties Execution Date or thereafter, multiple Company Claims, such Party shall be deemed to have executed this Agreement in unredacted form; provided, that the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholders, its respective capacity as a holder of all such Company Claims as is provided for herein and their legal counsel shall not be permitted to disclose any of the holdings of Debtor Claims/Interests (defined below) of any Initial Party as set forth on such unredacted Party’s signature pagespage hereto, Joinder, or Transfer Agreement, as applicable, and this Agreement shall apply severally, and neither jointly nor jointly and severally, to such Party with respect to each such Company Claim held by such Party as reflected on its signature page; provided, however, this Agreement does not cover any Company Claims or Equity Interests that are now owned or subsequently acquired by Affiliates or Related Parties of the Consenting Revolver Lenders unless such parties execute signature pages to this Agreement, Joinders, or Transfer Agreements. For the avoidance of doubt, if (a) the Debtors Consenting Revolver Lenders, upon reasonable investigation, do not become a Party hold funded debt claims against or (b) Equity Interests in the Debtors become a Party and there is a subsequent Termination Date (defined in Section 9.05) pursuant to Section 9.02, any and all provisions of the Agreement referencing “S&C,” the “Debtor,” or “Debtors” are, and shall continue to be, in full force and effect with respect to the Commitment Company Parties as if such provisions were written without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement, shall be in full force and effect with respect to each other Party hereto. Further, for the avoidance of doubt, (i) if the Prepetition Lenders never become a Party, any and all provisions of the Agreement referencing “▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto; and (ii) if Consenting Equityholders other than the Plan Sponsors and Revolver Loan Claims set forth on the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting Equityholders” or “Requisite Consenting Equityholders” aresignature pages hereto, and shall continue to beare signing this agreement only in their capacity of holders of such Revolver Loan Claims, in full force and effect with respect subject to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party of Section 8 hereto. Signature pages executed by the Initial Parties, the Additional Investors, and the Initial Consenting Noteholders shall be delivered to: (a) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E”), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) ▇▇▇▇▇ Day, legal counsel to the Additional Investors; (d) Ropes & ▇▇▇▇ LLP (“R&G”), legal counsel to the Consenting Noteholders; and (e) if applicable, (i) legal counsel to the Debtors, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&C”), and (ii) legal counsel to the ad hoc committee of Prepetition Lenders, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, (“▇▇▇▇▇▇”). Each Initial Party intends to be and is bound under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Initial Party.

Agreement Effective Date. This Agreement shall become effective and binding upon each Party immediately following the occurrence of the following conditions Parties at 12:01 a.m. (the “Agreement Effective Date”): (aprevailing Eastern Time) Honeywell has executed and delivered counterpart signatures to this Agreement to each other Party; (b) Oaktree has executed and delivered counterpart signatures to this Agreement to each other Party; (c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party; (d) The Requisite Additional Investors have executed and delivered counterpart signatures to this Agreement to each other Party; and (e) The Requisite Consenting Noteholders have executed and delivered counterpart signatures to this Agreement to each other Party. Notwithstanding the occurrence of on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement contemplates, and the Initial Parties acknowledge, that, upon the consent of Honeywell, the Plan Sponsors, the Requisite Additional Investors, and the Requisite Consenting Noteholders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), Agreement: (i) each of the Debtors may become a Party upon execution Company Parties shall have executed and delivery of delivered counterpart signature pages of this Agreement to counsel to each other Party and at such time the Debtors shall become obligated under this Agreement, Consenting Stakeholders; (ii) the Consenting Lenders may become Parties upon execution following shall have executed and delivery of delivered counterpart signature pages of this Agreement to counsel to each other Party the Company Parties and the Consenting Stakeholders: (A) holders of at such time those Prepetition Lenders shall become obligated under this Agreementleast a majority of the aggregate outstanding principal amount of the Priming Facility Term Loans; (B) holders of at least a majority of the aggregate outstanding principal amount of the Revolving Loans; (C) holders of at least a majority of the aggregate outstanding principal amount of the Term Loans; (D) beneficial owners (or nominees, investment advisors, sub-advisors, or managers of accounts that are beneficial owners) of at least a majority of the aggregate outstanding principal amount of the Senior Notes; and (E) I Squared; (iii) Consenting Noteholders may become counsel to the Company Parties upon execution and delivery of counterpart signature pages of this Agreement shall have given notice to counsel to each the Consenting Stakeholders (by electronic mail or otherwise) that the other Party and at such time those Senior Noteholders shall become obligated under conditions to the Agreement Effective Date set forth in this Agreement, and Section 2 have occurred; (iv) the Consenting Equityholders may become Parties upon execution Credit Agreement Forbearance and delivery of counterpart signature pages of this Agreement Consent shall have been executed and delivered by the Required Lenders and Required Revolving Lenders (each as defined in the Credit Agreement) and the forbearance obligations therein contemplated to counsel be in effect prior to each other party and at such time the Consenting Equityholders Petition Date shall become obligated under this Agreement. To the extent the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, or the Consenting Equityholders become a Party, their legal counsel may be provided signature pages of the Initial Parties in unredacted form; provided, that the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholders, and their legal counsel shall not be permitted to disclose any of the holdings of Debtor Claims/Interests effective; (defined below) of any Initial Party set forth on such unredacted signature pages. For the avoidance of doubt, if (av) the Debtors do not become a Party or (b) the Debtors become a Party Senior Noteholder Forbearance Agreement and there is a subsequent Termination Date (defined in Section 9.05) pursuant to Section 9.02, any and all provisions of the Priming Facility Credit Agreement referencing “S&C,” the “Debtor,” or “Debtors” are, and shall continue to be, in full force and effect with respect to the Commitment Parties as if such provisions were written without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement, Amendment shall be in full force and effect with respect to each other Party hereto. Further, for effect; (vi) the avoidance of doubt, I Squared Infrastructure Sale Agreement Amendment shall have been executed; and (ivii) if the Prepetition Lenders never become a Party, any and all provisions of the Agreement referencing “▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this I Squared Infrastructure Sale Agreement shall be in full force and effect with respect to each other Party hereto; and (ii) if Consenting Equityholders other than the Plan Sponsors and the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting Equityholders” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed by the Initial Parties, the Additional Investors, and the Initial Consenting Noteholders shall be delivered to: (a) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E”), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) ▇▇▇▇▇ Day, legal counsel to the Additional Investors; (d) Ropes & ▇▇▇▇ LLP (“R&G”), legal counsel to the Consenting Noteholders; and (e) if applicable, (i) legal counsel to the Debtors, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&C”), and (ii) legal counsel to the ad hoc committee of Prepetition Lenders, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, (“▇▇▇▇▇▇”). Each Initial Party intends to be and is bound under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Initial Partynot have been terminated.

Agreement Effective Date. This Agreement shall become effective and binding upon the Debtors and each Party immediately following other Party, at 12:01 a.m., prevailing Eastern Time, on the occurrence of the following conditions (the “Agreement Effective Date”): first date on which: (a) Honeywell has executed and delivered counterpart signatures to this Agreement to each other Party; (b) Oaktree has executed and delivered counterpart signatures to this Agreement to each other Party; (c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party; (d) The Requisite Additional Investors have executed and delivered counterpart signatures to this Agreement to each other Party; and (e) The Requisite Consenting Noteholders have executed and delivered counterpart signatures to this Agreement to each other Party. Notwithstanding the occurrence of the Agreement Effective Date, this Agreement contemplates, and the Initial Parties acknowledge, that, upon the consent of Honeywell, the Plan Sponsors, the Requisite Additional Investors, and the Requisite Consenting Noteholders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution shall have executed and delivery of delivered counterpart signature pages of this Agreement to NRG and counsel to each other Party and at such time the Debtors shall become obligated under this AgreementConsenting Noteholders, (ii) the Consenting Lenders may become Parties upon execution NRG shall have executed and delivery of delivered counterpart signature pages of this Agreement to the Debtors and counsel to each other Party and at such time those Prepetition Lenders shall become obligated under this Agreementthe Consenting Noteholders, (iii) Consenting Noteholders may become Parties upon execution holders of at least 50.1% of the outstanding principal amount of the GAG Notes Claims (in each case determined without regard to any claims held by a person or entity that is an “insider” as that term is defined in section 101(31) of the Bankruptcy Code) shall have executed and delivery of delivered to the Debtors and NRG counterpart signature pages of this Agreement to counsel to each other Party and at such time those Senior Noteholders shall become obligated under this Agreement, and (iv) holders of at least 50.1% of the Consenting Equityholders may become Parties upon execution outstanding principal amount of the GenOn Notes Claims (in each case determined without regard to any claims held by a person or entity that is an “insider” as that term is defined in section 101(31) of the Bankruptcy Code) shall have executed and delivery of delivered to the Debtors and NRG counterpart signature pages of this Agreement to counsel to each other party Agreement; and at (b) the Backstop Parties and GenOn shall have executed a commitment letter for the Backstop Financing (such time the Consenting Equityholders shall become obligated under this Agreement. To the extent the Debtorsdate, the Consenting Lenders, the Additional Consenting Noteholders, or the Consenting Equityholders become a Party, their legal counsel may be provided signature pages of the Initial Parties in unredacted form“Agreement Effective Date”); provided, that any holder of GenOn Notes Claims or any holder of GAG Notes Claims may execute and deliver to the Debtors, Debtors and NRG a counterpart signature page of this Agreement after the Consenting Lenders, Agreement Effective Date and prior to the Additional Consenting Noteholders, the Consenting EquityholdersPetition Date, and their legal counsel shall not be permitted to disclose any of the holdings of Debtor Claims/Interests (defined below) of any Initial Party set forth on such unredacted signature pagesthereby become a Consenting Noteholder hereunder. For the avoidance of doubt, if (a) the obligations and rights of the Consenting Noteholders, NRG, and the Debtors do not become a Party or (b) the Debtors become a Party and there is a subsequent Termination Date (defined described in Section 9.05) pursuant to Section 9.02, any and all provisions of the Agreement referencing “S&C,” the “Debtor,” or “Debtors” are, and shall continue to be, in full force and effect with respect to the Commitment Parties as if such provisions were written without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement, shall be in full force and effect with respect to each other Party hereto. Further, for the avoidance of doubt, (i) if the Prepetition Lenders never become a Party, any and all provisions of the Agreement referencing “▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect apply to each other Party hereto; and (ii) if Consenting Equityholders other than the Plan Sponsors and the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting Equityholders” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed claims acquired by the Initial Parties, the Additional Investors, and the Initial any Consenting Noteholders shall be delivered to: (a) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E”), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) ▇▇▇▇▇ Day, legal counsel to the Additional Investors; (d) Ropes & ▇▇▇▇ LLP (“R&G”), legal counsel to the Consenting Noteholders; and (e) if applicable, (i) legal counsel to the Debtors, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&C”), and (ii) legal counsel to the ad hoc committee of Prepetition Lenders, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, (“▇▇▇▇▇▇”). Each Initial Party intends to be and is bound under in accordance with this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Initial PartyAgreement.

Agreement Effective Date. This Agreement shall become effective and binding upon each Party immediately following the occurrence of the following conditions (the “Agreement Effective Date”): (a) Honeywell has executed and delivered counterpart signatures to this Agreement to each other Party; (b) Oaktree has executed and delivered counterpart signatures to this Agreement to each other Party; (c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party; (d) The Requisite Additional Investors have executed and delivered counterpart signatures to this Agreement to each other Party; and (e) The Requisite Consenting Noteholders have executed and delivered counterpart signatures to this Agreement to each other Party. Notwithstanding the occurrence of on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement contemplates, and Agreement: (a) the Initial Parties acknowledge, that, upon the consent of Honeywell, the Plan Sponsors, the Requisite Additional Investors, and the Requisite Consenting Noteholders (which consent of such Company Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution have executed and delivery of delivered counterpart signature pages of this Agreement to counsel to each other Party of the Parties specified in Section ‎15.11; (b) ▇▇▇▇▇▇▇ shall have executed and at such time the Debtors shall become obligated under this Agreement, (ii) the Consenting Lenders may become Parties upon execution and delivery of delivered counterpart signature pages of this Agreement to counsel to each other Party of the Parties specified in Section ‎15.11; (c) the Consent Threshold shall have been met, and at such time those Prepetition Lenders the following shall become obligated under this Agreement, (iii) Consenting Noteholders may become Parties upon execution have executed and delivery of delivered counterpart signature pages of this Agreement to counsel to each other Party and at such time those Senior Noteholders shall become obligated under this Agreement, and of the Parties specified in Section ‎15.11: (i) holders of 100% of the aggregate outstanding principal amount of the Debenture Claims; (ii) holders of 100% of the aggregate outstanding principal amount of the Term Loan Claims; (iii) holders of 100% of the aggregate outstanding principal amount of the Revolving Credit Claims; and (iv) holders of greater than 50% of the Consenting Equityholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement Existing KLD Common Stock. (d) counsel to the Company shall have given written notice to counsel to each all other party Parties in the manner set forth in Section ‎15.11 hereof (email being sufficient) that the other conditions to the Agreement Effective Date set forth in this ‎Section 2 have occurred; and (e) the Company shall have paid in full any due and at such time owing Transaction Fees and Expenses as of the Consenting Equityholders Agreement Effective Date, and for which an invoice has been received by the Company on or before two (2) Business Days prior to the Agreement Effective Date. This Agreement shall become obligated under this Agreementbe effective from the Agreement Effective Date until validly terminated pursuant to the terms set forth in ‎Section 12. To the extent the Debtorsthat a signatory to this Agreement holds, the Consenting Lenders, the Additional Consenting Noteholders, or the Consenting Equityholders become a Party, their legal counsel may be provided signature pages as of the Initial Parties date hereof or thereafter, multiple Company Claims/Interests, such Party shall be deemed to have executed this Agreement in unredacted form; provided, that the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholdersits capacity as a holder of all such Company Claims/Interests, and their legal counsel this Agreement shall not be permitted apply severally to disclose any of the holdings of Debtor Claims/Interests (defined below) of any Initial such Party set forth on such unredacted signature pages. For the avoidance of doubt, if (a) the Debtors do not become a Party or (b) the Debtors become a Party and there is a subsequent Termination Date (defined in Section 9.05) pursuant to Section 9.02, any and all provisions of the Agreement referencing “S&C,” the “Debtor,” or “Debtors” are, and shall continue to be, in full force and effect with respect to the Commitment Parties as if such provisions were written without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement, shall be in full force and effect with respect to each other Party hereto. Further, for the avoidance of doubt, (i) if the Prepetition Lenders never become a Party, any and all provisions of the Agreement referencing “▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto; and (ii) if Consenting Equityholders other than the Plan Sponsors and the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting Equityholders” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed by the Initial Parties, the Additional Investors, and the Initial Consenting Noteholders shall be delivered to: (a) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E”), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) ▇▇▇▇▇ Day, legal counsel to the Additional Investors; (d) Ropes & ▇▇▇▇ LLP (“R&G”), legal counsel to the Consenting Noteholders; and (e) if applicable, (i) legal counsel to the Debtors, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&C”), and (ii) legal counsel to the ad hoc committee of Prepetition Lenders, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, (“▇▇▇▇▇▇”). Each Initial Party intends to be and is bound under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently Company Claims/Interest held or hereafter acquired by such Initial Party.

Agreement Effective Date. This Agreement shall become effective and binding upon each Party immediately following of the occurrence Parties at 12:00 a.m. (prevailing Eastern Time), on the date (such date, the "Agreement Effective Date") on which all of the following conditions (the “Agreement Effective Date”):have been satisfied or waived in accordance with this Agreement: (a) Honeywell each Party (in the case of the Consenting Noteholders, holders of at least 50% of the outstanding principle amount of the Aegean Notes) has executed and delivered counterpart signatures to this Agreement to each other Party; (b) Oaktree has executed and delivered counterpart signatures to this Agreement to each other Party; (c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party; (d) The Requisite Additional Investors have executed and delivered counterpart signatures to this Agreement to each other Party; and (e) The Requisite Consenting Noteholders have executed and delivered counterpart signatures to this Agreement to each other Party. Notwithstanding the occurrence of the Agreement Effective Date, this Agreement contemplates, and the Initial Parties acknowledge, that, upon the consent of Honeywell, the Plan Sponsors, the Requisite Additional Investors, and the Requisite Consenting Noteholders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time (without regard to any Claims2 held by a person or entity that is an "insider" as that term is defined in section 101(31) of the Debtors Bankruptcy Code) who shall become obligated under have executed this Agreement; provided, however, that signature pages executed by Consenting Stakeholders shall (i) be treated in accordance with Section 16.19 and (ii) be delivered to the other Consenting Lenders may become Parties upon execution Stakeholders in a redacted form that removes the details of such Consenting Stakeholders' Aegean Notes and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Prepetition Lenders shall become obligated under this Agreement, (iii) Consenting Noteholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Senior Noteholders shall become obligated under this Agreement, and (iv) the Consenting Equityholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other party and at such time the Consenting Equityholders shall become obligated under this Agreement. To the extent the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, or the Consenting Equityholders become a Party, their legal counsel may be provided signature pages commitments in respect of the Initial Parties in unredacted form; providedDIP FILO Term Loan and the DIP 2L Facility, that the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholders, and their legal counsel shall not be permitted to disclose any of the holdings of Debtor Claims/Interests (defined below) of any Initial Party set forth on such unredacted signature pages. For the avoidance of doubt, if (a) the Debtors do not become a Party or as applicable; (b) Aegean has received an acceptable commitment letter or other agreement providing for adequate debtor-in-possession financing to fund the Debtors become a Party and there is a subsequent Termination Date (defined in Section 9.05) pursuant to Section 9.02, any and all provisions of the Agreement referencing “S&C,” the “Debtor,” or “Debtors” arechapter 11 cases, and shall continue to be, in full force and effect with respect to the Commitment Parties as if such provisions were written without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement, shall be in full force and effect with respect to each other Party hereto. Further, for the avoidance of doubt, (i) if the Prepetition Lenders never become a Party, any and all provisions of the Agreement referencing “an acceptable commitment letter from ▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” are▇ Sachs Lending Partners LLC to provide the Asset-Based Lending debtor-in-possession financing, and shall continue to be, in full force and effect with respect to on the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be conditions described in full force and effect with respect to each other Party hereto; and the term sheet attached hereto as Exhibit B (ii) if Consenting Equityholders other than the Plan Sponsors "DIP Term Sheet" and the Additional Investors never become a Party"DIP Financing" and, any and such date, the "Agreement Effective Date"); (c) all provisions of the Agreement referencing “reasonable and documented fees and expenses of the Consenting Equityholders” or “Requisite Consenting Equityholders” areStakeholders' advisors (which shall include, and shall continue to bebut not be limited to, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed by the Initial Parties, the Additional Investors, and the Initial Consenting Noteholders shall be delivered to: (a) Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E”), legal counsel to Honeywell; (band PJT Partners) Milbank LLP (“Milbank”), legal counsel as of the day immediately prior to the Plan Sponsors; (c) ▇▇▇▇▇ Day, legal counsel to the Additional Investors; Agreement Effective Date shall have been paid in full; (d) Ropes & ▇▇▇▇ LLP (“R&G”), legal counsel to Aegean shall have given notice to counsel to the Consenting Noteholders; and Stakeholders in the manner set forth in Section [16.09] (eby email or otherwise) if applicable, (i) legal counsel that the other conditions to the Debtors, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&C”), and (ii) legal counsel to the ad hoc committee of Prepetition Lenders, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, (“▇▇▇▇▇▇”). Each Initial Party intends to be and is bound under Agreement Effective Date set forth in this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Initial PartySection 1 have occurred.

Agreement Effective Date. This Agreement The obligations of the Lenders to make Revolving Loans and to fund any Term Loan hereunder and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective and binding upon until the date on which each Party immediately following the occurrence of the following conditions is satisfied (the “Agreement Effective Date”or waived in accordance with Section 9.02): (a) Honeywell has executed and delivered The Administrative Agent (or its counsel) shall have received from each Credit Party either (i) a counterpart signatures to of this Agreement and all other Loan Documents to which it is party signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of each such Loan Document other Party;than the Notes) that such party has signed a counterpart of the Loan Documents, together with copies of all Loan Documents. (b) Oaktree has executed The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and delivered counterpart signatures the Lenders and dated the Agreement Effective Date) of ▇▇▇▇▇ ▇▇▇▇ LLP, counsel for the Borrower and each Guarantor, and such other counsel as the Administrative Agent may approve, covering such matters relating to this Agreement the Credit Parties, the Loan Documents or the Transactions as the Majority Lenders shall reasonably request. The Borrower hereby requests such counsel to each other Party;deliver such opinion. (c) Centerbridge has executed The Administrative Agent shall have received such documents and delivered counterpart signatures certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Credit Parties, the authorization of the Transactions and any other legal matters relating to the Credit Parties, this Agreement (including each Credit Party’s compliance with Section 9.14 and other customary “know your customer” requirements) or the Transactions, all in form and substance satisfactory to each other Party;the Administrative Agent and its counsel. (d) The Requisite Additional Investors Administrative Agent shall have executed received a Compliance Certificate and delivered counterpart signatures Borrowing Base Certificate, signed by a Financial Officer of Borrower, in form and substance satisfactory to this the Administrative Agent, based on the consolidated financial statements for the fiscal quarter ended December 31, 2018 and after giving effect to the borrowing of all amounts intended to be borrowed hereunder on the Agreement Effective Date and the application of proceeds of such borrowings to each other Party; andthe repayment of Indebtedness intended to be repaid therefrom, and the Merger. (e) The Requisite Consenting Noteholders Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Agreement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) The Administrative Agent shall have received copies of all other Loan Documents, and such other due diligence information as the Administrative Agent may reasonably require. (g) Upon the reasonable request of any Lender made at least ten (10) days prior to the Agreement Effective Date, Borrower shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act, in each case at least five (5) days prior to the Agreement Effective Date. (h) At least five (5) days prior to the Agreement Effective Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower. (i) The Administrative Agent shall have received satisfactory evidence that, simultaneously with the initial funding of Loans on the Agreement Effective Date, the 2019 Merger shall have been consummated in accordance with the terms and conditions of the applicable 2019 Merger Documents therefor and all Legal Requirements. (j) The Administrative Agent shall have received true and correct copies of all 2019 Merger Documents (with those 2019 Merger Documents which were executed on or before the Agreement Effective Date (together with the exhibits and delivered counterpart signatures schedules thereto to this the extent finalized on or prior to such date) to be in the form so executed (and finalized)), in each case certified as such by Borrower. (k) The Administrative Agent shall have received evidence that substantially concurrently with the Agreement to each Effective Date all Indebtedness under the GCEAR Credit Agreement (including all unpaid principal, interest, fees, expenses and other Partyamounts owing thereunder or in connection therewith) has been repaid in full and all commitments thereunder have been terminated and all Liens in connection therewith, if any, have been released. Notwithstanding The Administrative Agent shall notify the occurrence Borrower and the Lenders of the Agreement Effective Date, this Agreement contemplates, and the Initial Parties acknowledge, that, upon the consent of Honeywell, the Plan Sponsors, the Requisite Additional Investors, such notice shall be conclusive and the Requisite Consenting Noteholders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Debtors may become a Party upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time the Debtors shall become obligated under this Agreement, (ii) the Consenting Lenders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Prepetition Lenders shall become obligated under this Agreement, (iii) Consenting Noteholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Senior Noteholders shall become obligated under this Agreement, and (iv) the Consenting Equityholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other party and at such time the Consenting Equityholders shall become obligated under this Agreement. To the extent the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, or the Consenting Equityholders become a Party, their legal counsel may be provided signature pages of the Initial Parties in unredacted form; provided, that the Debtors, the Consenting Lenders, the Additional Consenting Noteholders, the Consenting Equityholders, and their legal counsel shall not be permitted to disclose any of the holdings of Debtor Claims/Interests (defined below) of any Initial Party set forth on such unredacted signature pagesbinding. For the avoidance of doubt, if (a) the Debtors do not become a Party or (b) the Debtors become a Party conditions in this Section 4.01 were satisfied on April 30, 2019 and there is a subsequent Termination Date (defined in Section 9.05) pursuant to Section 9.02, any and all provisions of the Agreement referencing “S&C,” the “Debtor,” or “Debtors” are, and shall continue to be, in full force and effect with respect to the Commitment Parties as if Effective Date occurred on such provisions were written without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement, shall be in full force and effect with respect to each other Party hereto. Further, for the avoidance of doubt, (i) if the Prepetition Lenders never become a Party, any and all provisions of the Agreement referencing “▇▇▇▇▇▇,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto; and (ii) if Consenting Equityholders other than the Plan Sponsors and the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting Equityholders” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed by the Initial Parties, the Additional Investors, and the Initial Consenting Noteholders shall be delivered to: (a) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E”), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) ▇▇▇▇▇ Day, legal counsel to the Additional Investors; (d) Ropes & ▇▇▇▇ LLP (“R&G”), legal counsel to the Consenting Noteholders; and (e) if applicable, (i) legal counsel to the Debtors, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“S&C”), and (ii) legal counsel to the ad hoc committee of Prepetition Lenders, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, (“▇▇▇▇▇▇”). Each Initial Party intends to be and is bound under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Initial Partydate.