Common use of General Commitments Clause in Contracts

General Commitments. (a) During the Agreement Effective Period, each Consenting Stakeholder agrees, in respect of all of its Company Claims/Interests, to: (i) support the Restructuring Transactions and act in good faith and take all commercially reasonable actions necessary to implement and consummate the Restructuring Transactions in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement and the Plan, as applicable; (ii) use commercially reasonable efforts to assist the Company Parties to oppose any party or person from taking any actions contemplated in Section 5.01(b); and (iii) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents and any other required agreements to effectuate and consummate the Restructuring Transactions as contemplated by this Agreement and the Plan to which it is required to be a party. (b) During the Agreement Effective Period, each Consenting Stakeholder agrees, in respect of all of its Company Claims/Interests, that it shall not directly or indirectly: (i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (ii) propose, file, support, or vote for any Alternative Restructuring Proposal; provided, however, that notwithstanding any provisions to contrary herein, the Consenting Stakeholders have the right to continue to diligence, analyze, negotiate, and agree to an Alternative Restructuring Proposal with Sibelco NV (“Sibelco”) within thirty (30) days after the Petition Date; (iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; (v) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any of Company Claims/Interests; (vi) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; or (vii) object to the Company Parties’ (a) retention of any professionals in connection with the Restructuring Transactions, if applicable, and (b) payment of the reasonable and documented fees and expenses incurred by such professionals in connection with the Restructuring Transactions; provided that such fees and expenses are incurred pursuant to and in accordance with the terms of the engagement letters between such professionals and the Company Parties.

General Commitments. (a) During the Agreement Effective Period, each Consenting Stakeholder Creditor agrees, in respect of all of its Company Claims/Interests, to: (i) support the Restructuring Transactions and act vote and exercise any powers or rights available to it (including in good faith and take all commercially reasonable actions any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement and consummate the Restructuring Transactions in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement and the Plan, as applicableTransactions; (ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (iii) use commercially reasonable efforts to oppose any party or person from taking any actions contemplated in Section 5.01(b4.01(b); (iv) use commercially reasonable efforts to give any notice, order, instruction, or direction to the applicable Agent or Trustees (as applicable) necessary to give effect to the Restructuring Transactions; (v) consider in good faith any amendments to this Agreement proposed by the Company Parties that may assist in obtaining approval of or additional support for the Restructuring Transactions; and (iiivi) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents and any other required agreements to effectuate and consummate that are materially consistent with this Agreement, the Restructuring Transactions as contemplated by this Agreement Term Sheet, and the Plan Restructuring Steps Plan, to which it is required to be a party. (b) During the Agreement Effective Period, each Consenting Stakeholder Creditor agrees, in respect of all of its Company Claims/Interests, that it shall not directly or indirectly, or direct or encourage any person to: (i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (ii) propose, file, support, or vote for any Alternative Restructuring Proposal; provided, however, that notwithstanding any provisions to contrary herein, the Consenting Stakeholders have the right to continue to diligence, analyze, negotiate, and agree to an Alternative Restructuring Proposal with Sibelco NV (“Sibelco”) within thirty (30) days after the Petition Date; (iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement Agreement, any Implementation Mechanism or the Plan; (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, an Administration, this Agreement, the Ancillary Proceedings, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under or contemplated by this Agreement, or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Creditors; provided, for the avoidance of doubt, that nothing in this Agreement shall limit the right of any Party hereto to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any other Definitive Document or to file any pleading in the Chapter 11 Cases, an Administration, or any Ancillary Proceedings if the relief sought by the Company is inconsistent with this Agreement, the Confirmation Order or any other Definitive Document or was filed without the consent of the Required Consenting Creditors; (v) exercisepursue any pending discovery or litigation previously commenced in connection with the Chapter 11 Cases by any Party against any other Party, which shall cease on the Agreement Effective Date; provided that all deadlines for such discovery or litigation shall be automatically tolled from the original deadline for the amount of days from January 29, 2021 through the termination of this Agreement plus seven (7) days, or direct any other person to exerciseif later, any right or remedy until seven (7) days following such deadline as set forth in the Stipulation Regarding Scheduling for the enforcement, collection, or recovery Confirmation Hearing Related to the Debtors’ Joint Chapter 11 Plan of any of Company Claims/InterestsReorganization [Docket No. 774]; (vi) (A) take (directly or indirectly) any Enforcement Actions; (B) direct or encourage any person to take any Enforcement Action; or (C) vote or direct any proxy appointed by it to vote in favor of any Enforcement Action, in each case except as contemplated by this Agreement or the Definitive Documents or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Creditors; or (vii) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; or (vii) object to the Company Parties’ (a) retention of any professionals in connection with the Restructuring Transactions, if applicable, and (b) payment of the reasonable and documented fees and expenses incurred by such professionals in connection with the Restructuring Transactions; provided that such fees and expenses are incurred pursuant to and in accordance with the terms of the engagement letters between such professionals and the Company Parties.

General Commitments. (a) During the Agreement Effective Period, each Consenting Stakeholder Noteholder agrees, in respect of all of its Company Claims/Interests, to: (i) support the Restructuring Transactions and act vote and exercise any powers or rights available to it (including in good faith and take all commercially reasonable actions any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement and consummate the Restructuring Transactions in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement and the Plan, as applicableTransactions; (ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (iii) use commercially reasonable efforts to oppose any party or person from taking any actions contemplated in Section 5.01(b4.01(b); (iv) use commercially reasonable efforts to give any notice, order, instruction, or direction to the applicable Trustees necessary to give effect to the Restructuring Transactions; (v) consider in good faith any amendments to this Agreement proposed by the Company Parties that may assist in obtaining approval of or additional support for the Restructuring Transactions; and (iiivi) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents and any other required agreements to effectuate and consummate that are materially consistent with this Agreement, the Restructuring Transactions as contemplated by this Agreement Term Sheet, and the Plan Restructuring Steps Plan, to which it is required to be a party. (b) During the Agreement Effective Period, each Consenting Stakeholder Noteholder agrees, in respect of all of its Company Claims/Interests, that it shall not directly or indirectly, or direct or encourage any person to: (i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (ii) propose, file, support, or vote for any Alternative Restructuring Proposal; provided, however, that notwithstanding any provisions to contrary herein, the Consenting Stakeholders have the right to continue to diligence, analyze, negotiate, and agree to an Alternative Restructuring Proposal with Sibelco NV (“Sibelco”) within thirty (30) days after the Petition Date; (iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement Agreement, any Implementation Mechanism or the Plan; (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to a UK Restructuring Plan, the Chapter 11 Cases, an Administration, this Agreement, a Shareholder Scheme, the Ancillary Proceedings, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under or contemplated by this Agreement, or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties and the Required Consenting Noteholders; provided, for the avoidance of doubt, that nothing in this Agreement shall limit the right of any Party hereto to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any other Definitive Document or to file any pleading in the Chapter 11 Cases, UK Restructuring Plan, the Chapter 11 Cases, an Administration, a Shareholder Scheme or any Ancillary Proceedings if the relief sought by the Company is inconsistent with this Agreement, the Confirmation Order or any other Definitive Document or was filed without the consent of the Required Consenting Noteholders; (v) exercise, (A) take (directly or indirectly) any Enforcement Actions; (B) direct or encourage any person to take any Enforcement Action; or (C) vote or direct any other person proxy appointed by it to exercisevote in favor of any Enforcement Action, any right in each case except as contemplated by this Agreement or remedy the Definitive Documents or as otherwise agreed in writing to be necessary or desirable for the enforcement, collection, or recovery implementation of any of the Restructuring Transactions by the Company Claims/Interests;Parties and the Required Consenting Noteholders; or (vi) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; or (vii) object to the Company Parties’ (a) retention of any professionals in connection with the Restructuring Transactions, if applicable, and (b) payment of the reasonable and documented fees and expenses incurred by such professionals in connection with the Restructuring Transactions; provided that such fees and expenses are incurred pursuant to and in accordance with the terms of the engagement letters between such professionals and the Company Parties.

General Commitments. (a) Affirmative Commitments of the Company Parties, EchoStar, DNC, and the Release Parties. During the Agreement Effective PeriodPeriod (or at such other time specified below), each Consenting Stakeholder agreesthe Company Parties, EchoStar, DNC, and the Release Parties (solely as to the commitments set forth in respect of all of its Company Claims/InterestsSection 7.1(a)(xiv) below) jointly and severally (unless otherwise specified below), agree to: (i) support the Restructuring Transactions and act in good faith and take all commercially reasonable actions steps reasonably necessary and desirable to implement pursue, support, obtain additional support for, solicit, implement, confirm, and consummate the Restructuring Transactions in accordance with the terms, conditions, terms and applicable deadlines conditions set forth in this Agreement and (including the Plan, as applicableMilestones); (ii) use commercially reasonable and good faith efforts to assist negotiate in good faith any appropriate additional or alternative provisions or agreements reasonably necessary to address any legal, financial or structural impediment that may arise that would prevent, hinder, impede, delay, or are reasonably necessary to effectuate the consummation of the Transactions, as determined by the Company Parties and the Required Consenting Creditors, in accordance with this Agreement; (iii) use commercially reasonable efforts to, and support the Consenting Creditors’ efforts to, obtain any and all required Governmental Approvals and/or third- party approvals for the Transactions, including any approvals or the expiration of any waiting periods; provided that any agreements with or commitments to any Governmental Authority with respect to the Transactions, including any decision to accept and/or not to oppose any party proposed material conditions or person from taking limitations on any actions contemplated in Section 5.01(b); andsuch required Governmental Approvals, shall require the prior approval of the Required Consenting Creditors; (iiiiv) negotiate in good faith and use commercially reasonable efforts to finalize, execute and implement the Definitive Documents and any other required agreements to effectuate and consummate the Restructuring Transactions as contemplated by this Agreement on the timelines contemplated by this Agreement and the Plan to which it is required to be a party.Definitive Documents; (bv) During maintain good standing (or the equivalent concept) under the jurisdiction in which each Company Party, EchoStar and DNC is incorporated or organized; (vi) except as otherwise expressly set forth in this Agreement, use commercially reasonable efforts to (A) conduct their ongoing businesses and operations in the ordinary course in a manner that is consistent, in all material respects, with practices existing as of the Agreement Effective PeriodDate, including to the extent such businesses and operations may ​ ​ be limited due to the commencement of the Chapter 11 Cases and (B) preserve their ongoing business organizations and relationships with third parties (including creditors, lessors, licensors, suppliers, distributors, and customers) and employees in the ordinary course; (vii) (A) complete the preparation, as soon as practicable after the Agreement Effective Date, of each Consenting Stakeholder agreesof the Definitive Documents not executed or not in a form attached to this Agreement, in respect each case, as of the Agreement Effective Date in form and substance consistent with this Agreement and in form and substance acceptable to the Required Consenting Creditors; (B) negotiate in good faith with the Consenting Creditors regarding the form and substance of the applicable Definitive Documents in advance of the execution, distribution or use (as applicable) thereof; and (C) provide each Definitive Document to, and afford reasonable opportunity for comment and review of each Definitive Document (which, for all material pleadings the Company Parties intend to file with the Bankruptcy Court, shall be at least three (3) Business Days prior to filing, or, if three (3) Business Days’ notice is not reasonably practicable, as soon as reasonably practicable thereafter) by Ad Hoc Group Counsel in advance of its Company Claims/Interestsany filing, execution, distribution, or use (as applicable) thereof; provided, however, that it the obligations under this Section 7.1(a)(vii) shall not directly in no way alter or indirectly:diminish any right expressly provided to the Company Parties, EchoStar, DNC or the Required Consenting Creditors, as applicable, under this Agreement to review, comment on and/or consent to the form and/or substance of any document or agreement; (iviii) actively oppose and object to the efforts of any party seeking to object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (ii) propose, file, support, or vote for any Alternative Restructuring Proposal; provided, however, that notwithstanding any provisions to contrary herein, the Consenting Stakeholders have the right to continue to diligence, analyze, negotiate, and agree to an Alternative Restructuring Proposal with Sibelco NV (“Sibelco”) within thirty (30) days after the Petition Date; (iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; (v) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any of Company Claims/Interests; (vi) object to, delay, impede, condition or take any other action to interfere with the Company Parties’ ownership and possession of their assetsacceptance, wherever locatedimplementation, or interfere with the automatic stay arising under section 362 consummation of the Bankruptcy Code; or Transactions (vii) object to the Company Parties’ (a) retention of any professionals in connection with the Restructuring Transactionsincluding, if applicable, and (bthe timely filing of objections or written responses) payment to the extent such opposition or objection is reasonably necessary or desirable to facilitate implementation of the Transactions; (ix) provide, and direct their employees, officers, advisors and other representatives to provide, to the Consenting Creditors and their advisors (including Ad Hoc Group Counsel) (A) reasonable access to the books and documented fees and expenses incurred by such professionals in connection with the Restructuring Transactions; provided that such fees and expenses are incurred pursuant to and in accordance with the terms records of the engagement letters between such professionals and the Company Parties., EchoStar and DNC during normal business hours on reasonable advance notice to the applicable Party’s representatives and without disruption to the operation of such Party’s business, (B) reasonable access to the management and advisors of the Company Parties, EchoStar and DNC on reasonable advance notice and without disruption to the operation of the business of such Party for the purpose of participating in the planning process with respect to the Transactions, and (C) such other information as reasonably requested by the Consenting Creditors and their advisors (including Ad Hoc Group Counsel); in all cases, subject to the appropriate agreement on use and confidentiality; (x) make in cash, in full all payments contemplated under this Agreement as and when due; (xi) act in good faith with regard to the successful consummation of the Transactions consistent with this Agreement; ​ ​ (xii)consistent with Section 14.10, ensure that any of their respective successors, assigns, heirs, executors, administrators and representatives are informed of the existence of this Agreement and its binding effect on such successors, assigns, heirs, executors, administrators and representatives;

General Commitments. (a) During the Agreement Effective Period, each Consenting Stakeholder Lender (unless otherwise noted), severally, and not jointly, agrees, in respect of all of its applicable Company Claims/Interests, to: (i) support the Restructuring Transactions on the terms and act subject to the conditions of this Agreement and vote or consent to and exercise any powers or rights available to it (including in good faith and take all commercially reasonable actions any tender offer, solicitation, board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate), in each case, in favor of any matter requiring approval to the extent necessary to implement and consummate the Restructuring Transactions Transactions, subject to finalization of the Definitive Documents in accordance with the terms, conditions, and applicable deadlines set forth in terms of this Agreement and the Plan, as applicableAgreement; (ii) with respect to the Consenting Noteholders, subject to Section 5.01(c), use commercially reasonable efforts to give any notice, order, instruction, or direction to the Secured Notes Agents to the extent required to give effect to the Restructuring Transactions on the terms and subject to the conditions of this Agreement; provided, that no Consenting Noteholder shall be required to provide an indemnity or incur any potential expense or liability; (iii) use commercially reasonable efforts to assist support the Company Parties Parties’ efforts to oppose obtain any and all required regulatory, governmental, and/or third-party or person from taking any actions contemplated in Section 5.01(b); andapprovals to consummate the Restructuring Transactions; (iiiiv) negotiate in good faith and use commercially reasonable efforts to execute execute, deliver, and implement the Definitive Documents and any other required necessary agreements to effectuate and consummate the Restructuring Transactions as contemplated by that are consistent with this Agreement and the Plan to which it is required to be a party; (v) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions contemplated herein, negotiate in good faith appropriate additional or alternative provisions or alternative implementation mechanics to address any such impediment; and (vi) to forbear from exercising any rights or remedies that it may have against the Company Parties or their assets and properties under the Term Loan Credit Agreement, Amended and Restated Term Loan Credit Agreement, or Secured Notes Indenture, as applicable, as it relates to any events of default thereunder, notice of which has been provided to the Consenting Lenders prior to the Agreement Effective Date; provided, however, that this agreement to forbear shall not effectuate a waiver of any rights under the applicable Prepetition Facilities Documents, and any non-exercise of rights or remedies as a result of this Section 5.01(a)(vi) shall be effective during the Agreement Effective Period only and shall not be deemed to be a permanent forbearance or waiver of any default or event of default under the Prepetition Facilities Documents; provided, further, that any such default or event of default shall be deemed to have occurred on the date on which such default or event of default first occurred, and such date (and any applicable grace period) will not be tolled by any agreement herein. (b) During the Agreement Effective Period, each Consenting Stakeholder Lender, severally, and not jointly, agrees, in respect of all of its Company Claims/Interests, that it shall not directly or indirectly: (i) object to, delay, impede, or take any other action in a manner inconsistent with this Agreement, the intended purpose of which is to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (ii) propose, file, supportexercise, or vote direct any other Person to exercise, any right or remedy for the enforcement, collection, or recovery of any Alternative Restructuring ProposalClaims against or Equity Interests in any Company Party in a manner inconsistent with this Agreement and the Definitive Documents; provided, however, that notwithstanding any provisions to contrary herein, the Consenting Stakeholders have the right to continue to diligence, analyze, negotiate, and agree to an Alternative Restructuring Proposal with Sibelco NV (“Sibelco”) within thirty (30) days after the Petition Date;or (iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under consistent with this Agreement; (c) Nothing in this Agreement shall: (i) prohibit any Consenting Lender from taking any action that is not inconsistent with this Agreement; (ii) limit the ability of any Consenting Lender to consult with any other Consenting Lender, the Company Parties or any other parties in interest; (iii) prevent any Consenting Lender from enforcing this Agreement or any Definitive Document or contesting whether any matter, fact or thing is a breach of, or is inconsistent with, this Agreement or any Definitive Document; (iv) prevent any Consenting Lender from taking any action that is required by applicable Law or require any Consenting Lender to take any action that is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; (v) exerciseprevent any Consenting Lender from appearing as a party-in-interest in any matter to be adjudicated in a court of competent jurisdiction, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering, impeding or taking any other action to delay, interfere or impede, directly or indirectly, the Restructuring Transactions; (vi) other than as provided for in this Agreement, require any Consenting Lender to incur any expenses, liabilities, or direct any other person to exercise, any right or remedy for the enforcement, collectionobligations, or recovery to agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations; (vii) require any Consenting Lender to provide any information that it determines, in its sole discretion, to be commercially sensitive or confidential; (viii) other than as provided for in this Agreement, limit the ability of any of a Consenting Lender to purchase, sell or enter into transactions regarding the Company Claims/Interests; ; or (viix) object toprevent any Consenting Lender by reason of this Agreement or the Restructuring Transactions from making, delayseeking or receiving any regulatory filings, impedenotifications, consents, determinations, authorizations, permits, approvals, licenses, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; or (vii) object to the Company Parties’ (a) retention of any professionals in connection with the Restructuring Transactions, if applicable, and (b) payment of the reasonable and documented fees and expenses incurred by such professionals in connection with the Restructuring Transactions; provided that such fees and expenses are incurred pursuant to and in accordance with the terms of the engagement letters between such professionals and the Company Partieslike.

General Commitments. (a) During the Agreement Effective Period, subject to the terms and conditions of this Agreement, each Consenting Stakeholder severally, and not jointly, agrees, in respect of all of its Company Claims/InterestsInterests presently owned and hereafter acquired (for so long as it remains the beneficial or record owner thereof, or the nominee, investment manager, or advisor for beneficial holders thereof), to: (i) support the Restructuring Transactions and Transactions, act in good faith faith, and use commercially reasonable efforts to take all commercially reasonable actions actions, to the extent practicable and subject to the terms hereof, and reasonably requested or necessary to implement and consummate the Restructuring Transactions in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement and the PlanDefinitive Documents, as applicable; (ii) use take all commercially reasonable efforts actions to assist obtain and/or support the Company Parties to oppose any in obtaining necessary or advisable regulatory or third-party or person from taking any actions contemplated approvals and providing notices in Section 5.01(b); andrespect of regulatory and licensing requirements, as applicable, in connection with the Restructuring Transactions, including by providing all information reasonably requested by the Company Parties; (iii) negotiate in good faith and use commercially reasonable efforts to execute (where applicable) and implement the Definitive Documents and any other agreements required agreements to effectuate and consummate the Restructuring Transactions as contemplated by this Agreement and the Plan to which it is required to be a party.Agreement; (biv) During the Agreement Effective Periodsupport, each Consenting Stakeholder agrees, in respect of all of its Company Claims/Interests, that it shall and not directly or indirectly: (i) indirectly object to, delay, impede, or take any other action to interfere with, confirmation or consummation of the Plan; (v) support, and not directly or indirectly object to, delay, impede, or take any other action to interfere with, any motion or other pleading or document filed by a Debtor in the Bankruptcy Court or any other court that is consistent in all respects with acceptancethis Agreement and the Restructuring Transactions; and (vi) take or cause to be taken all corporate actions and provide all authorizations reasonably necessary in furtherance of the Restructuring Transactions as are within the authority of such Consenting Stakeholder. (b) During the Agreement Effective Period, implementationsubject to the terms and conditions of this Agreement, each Consenting Stakeholder severally, and not jointly, agrees, in respect of all of its Company Claims/Interests presently owned and hereafter acquired (for so long as it remains the beneficial or record owner thereof, or the nominee, investment manager, or advisor for beneficial holders thereof), that it shall not directly or indirectly: (i) take any action or fail to take any action where such action or failure to act would reasonably be expected to materially interfere with, delay or impede the implementation or consummation of the Restructuring Transactions; (ii) propose, file, support, file or vote for any Alternative Restructuring Proposal; provided, however, that notwithstanding any provisions to contrary herein, the Consenting Stakeholders have the right to continue to diligence, analyze, negotiate, and agree to an Alternative Restructuring Proposal with Sibelco NV (“Sibelco”) within thirty (30) days after the Petition Date; (iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, that is not materially consistent inconsistent with this Agreement or the Plan; (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind that is inconsistent with respect to the Chapter 11 Cases, this Agreement, Agreement or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than (it being understood, for the avoidance of doubt, that any litigation or proceeding to enforce this Agreement or any Definitive Document or as that is otherwise permitted under this AgreementAgreement shall not be construed to be inconsistent with this Agreement or the Restructuring Transactions); (v) exercise, or direct any other person to exerciseexercise on its behalf, any right or remedy for the enforcement, collection, collection or recovery of any of Company Claims/Interests, in a manner materially inconsistent with the other terms of this Agreement; (vi) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; or; (vii) object with respect to any Consenting Stakeholder that is or becomes a “50-percent shareholder” within the Company Parties’ meaning of Section 382(g)(4)(D) of the Code, take any worthless stock deduction in respect to any Existing Interests; provided that, for the avoidance of doubt, this subsection (vii) shall only apply to Existing Interests that are either (a) retention treated as “stock” in the Company under section 382 of any professionals in connection with the Restructuring Transactions, if applicable, and Code or (b) payment treated as an option that is deemed exercised under Treasury Regulation section 1.382-4(d); and (viii) take any action, directly or indirectly, to contest or undermine the enforceability of this Agreement, any Definitive Document or any documentation related to the reasonable and documented fees and expenses incurred by such professionals Senior Secured Claims or the Subordinated Claims (including any applicable intercreditor or subordination agreements in connection with the Restructuring Transactions; provided that such fees and expenses are incurred pursuant to and in accordance with the terms of the engagement letters between such professionals and the Company Partiestherewith).

General Commitments. (a) During the Agreement Effective Period, each the Consenting Stakeholder agreesParties, in respect of all of its Company Claims/Interestsseverally and not jointly, agree to: (ia) support the Restructuring Transactions and act in good faith and take all commercially reasonable actions steps reasonably necessary and desirable to implement and support, facilitate, implement, consummate or otherwise give effect to the Restructuring Transactions in accordance with this Agreement, including voting and exercising any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which it is legally entitled to participate) in each case in favor of any matter requiring approval to the terms, conditionsextent necessary to implement the Restructuring Transactions, and applicable deadlines set forth voting, if applicable, in this Agreement favor of the Plan and supporting and consenting to the releases and exculpation provisions in the Plan, as applicable; (iib) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions contemplated herein, take all steps reasonably necessary and desirable to address any such impediment; (c) use commercially reasonable efforts to oppose the efforts of any Person seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring Transactions; provided, that such commercially reasonable efforts shall not include filing formal objections or pleadings with the Bankruptcy Court; (d) use commercially reasonable efforts to cooperate with and assist the Company Parties to oppose any party or person in obtaining additional support for the Restructuring Transactions from taking any actions contemplated in Section 5.01(b); andtheir other stakeholders; (iiie) use commercially reasonable efforts, and provide such assistance as may be reasonably required by the Company Parties, to obtain any and all third party approvals (including, if necessary, all Regulatory Approvals) for the Restructuring Transactions; (f) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents and any other required agreements to effectuate and consummate the Restructuring Transactions as contemplated by that are consistent with this Agreement and the Plan to which it is required to be a party.; and (bg) During the Agreement Effective Period, each Consenting Stakeholder agrees, Nothing in respect of all of its Company Claims/Interests, that it shall not directly or indirectly: (i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (ii) propose, file, support, or vote for any Alternative Restructuring Proposal; provided, however, that notwithstanding any provisions to contrary herein, the Consenting Stakeholders have the right to continue to diligence, analyze, negotiate, and agree to an Alternative Restructuring Proposal with Sibelco NV (“Sibelco”) within thirty (30) days after the Petition Date; (iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement shall: (a) impair or waive the Plan; (iv) initiate, or have initiated on its behalf, any litigation or proceeding rights of any kind with respect Party to the Chapter 11 Cases, this Agreement, assert or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or raise any Definitive Document or as otherwise objection permitted under this Agreement; (v) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any of Company Claims/Interests; (vi) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; or (vii) object to the Company Parties’ (a) retention of any professionals in connection with the Restructuring Transactions, if applicable, and (b) payment of the reasonable and documented fees and expenses incurred by such professionals Agreement in connection with the Restructuring Transactions; provided that such fees and expenses are incurred pursuant to and in accordance with the terms of the engagement letters between such professionals and the Company Partiesor (b) prevent any Party from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement.

General Commitments. (a) During the Agreement Effective Period, each Consenting Stakeholder Secured Party agrees, severally, and not jointly, in respect of all of its Company Existing First Lien Claims/Interests, to: (i) support the Restructuring Transactions and use commercially reasonable efforts to support, act in good faith faith, and take all commercially reasonable actions reasonably necessary to implement and consummate the Restructuring Transactions in accordance with the terms, conditions, conditions and applicable deadlines set forth in this Agreement and the Plan, as applicableAgreement; (ii) use commercially reasonable efforts subject to assist Section ‎5.01(e), give any consent, notice, order, instruction, or direction to the Existing First Lien Agents that is necessary or reasonably requested by the Company to facilitate the consummation of the Transactions; (iii) promptly notify counsel to other Parties to oppose or the other Parties, as applicable, (and in any party event within ten Business Days after obtaining knowledge thereof) of (A) any breach by such Consenting Secured Party in any respect of any of its obligations, representations, warranties, or person from taking any actions contemplated covenants set forth in Section 5.01(b)this Agreement or (B) the occurrence of a Termination Event; and (iiiiv) negotiate in good faith the applicable Definitive Documents and use commercially reasonable efforts to execute execute, deliver, perform its obligations under, implement, and implement consummate the transactions contemplated by the Definitive Documents and any other required agreements to effectuate and consummate the Restructuring Transactions as contemplated by that are consistent with this Agreement and the Plan to which it is required to be a party. (b) During the Agreement Effective Period, each Consenting Stakeholder Secured Party agrees, severally, and not jointly, in respect of all of its Company Existing First Lien Claims/Interests, that it shall not directly or indirectly: (i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (ii) solicit, initiate, encourage, propose, fileor otherwise agree to, support, endorse, or vote for approve any Alternative Restructuring Proposal; provided, however, that notwithstanding any provisions to contrary herein, the Consenting Stakeholders have the right to continue to diligence, analyze, negotiate, and agree to an Alternative Restructuring Proposal with Sibelco NV (“Sibelco”) within thirty (30) days after the Petition DateTransaction; (iii) file any motionsubject to Section ‎5.01(e), pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (iv) initiate, or have initiated on its behalf, any litigation litigation, arbitration, mediation or proceeding of any kind (whether legal, equitable, or otherwise) with respect to the Chapter 11 Cases, this Agreement, Agreement or the other Restructuring Transactions contemplated herein against or otherwise involving the Company Parties or the any other Parties Party other than solely to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; (viv) subject to Section ‎5.01(e), exercise, or direct any other person Person to exercise, any right or remedy for the enforcement, collection, or recovery of any of Claims against the Company Claims/Interestsother than in accordance with this Agreement and the Definitive Documents; (viv) object to, delay, impede, or take any other action to interfere with the Company Parties’ Company’s ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; or (viivi) provide direction or otherwise cause any Existing First Lien Agent to object to, delay, impede, or take any other action to oppose or interfere, directly or indirectly, in any material respect with the Company Parties’ approval, acceptance, or implementation of the Transactions. (ac) retention During the Agreement Effective Period, each Consenting Secured Party agrees, severally, and not jointly, in respect of any professionals Existing First Lien Claims subject to any total return swap or other swap arrangement or agreement, to use commercially reasonable efforts to ensure that any swap counterparty comply in connection with the Restructuring Transactions, if applicable, and (b) payment of the reasonable and documented fees and expenses incurred by such professionals in connection with the Restructuring Transactions; provided that such fees and expenses are incurred pursuant to and in accordance all respects with the terms and conditions of this Agreement, including, without limitation, with respect to the execution of the engagement letters between such professionals Definitive Documents and the Company Partiesparticipation of any such Existing First Lien Claims in the Transactions. (d) Each Consenting Secured Party shall exchange or have purchased all of its Existing First Lien Claims (including any Existing First Lien Claims that are subject to a total return swap or other swap arrangement or agreement) in the Exchange. (e) Nothing in this Agreement shall (i) prohibit any Consenting Secured Party from taking any action that is not inconsistent with this Agreement, (ii) prevent any Consenting Secured Party from enforcing this Agreement or contesting whether any matter, fact or thing is a breach of, or is inconsistent with, this Agreement, (iii) prevent any Consenting Secured Party from taking any action that is required by applicable Law or require any Consenting Secured Party to take any action that is prohibited by applicable Law, or (iv) other than as provided for in this Agreement, require any Consenting Secured Party to incur any expenses, liabilities, or other obligations (including any legal fees or costs, including defense costs), or to agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations.

General Commitments. (a) During the Agreement Effective Period, each Consenting Stakeholder TLB Lender agrees, in respect of all of its Company Claims/Interests, to: (i) support the Restructuring Transactions and act vote and exercise any powers or rights available to it (including in good faith and take all commercially reasonable actions any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement and consummate the Restructuring Transactions in accordance with Transactions, including, without limitation, the terms, conditions, and applicable deadlines set forth in this Agreement and the Chapter 11 Plan, as applicable; (ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (iii) use commercially reasonable efforts to oppose any party or person from taking any actions contemplated in Section 5.01(b4.01(b); (iv) give any notice, order, instruction, or direction to the TLB Agent necessary to give effect to the Restructuring Transactions; and (iiiv) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents and any other required agreements to effectuate and consummate the Restructuring Transactions as contemplated by that are consistent with this Agreement and the Plan to which it is required to be a party. (b) During the Agreement Effective Period, each Consenting Stakeholder TLB Lender agrees, in respect of all of its Company Claims/Interests, that it shall not directly or indirectly: (i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (ii) propose, file, support, or vote for any Alternative Restructuring Proposal; provided, however, that notwithstanding any provisions to contrary herein, the Consenting Stakeholders have the right to continue to diligence, analyze, negotiate, and agree to an Alternative Restructuring Proposal with Sibelco NV (“Sibelco”) within thirty (30) days after the Petition Date; (iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Chapter 11 Plan; (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, the Ancillary Proceedings, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; (v) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any of Claims against or Interests in the Company Claims/Interests;Parties; or (vi) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; or (vii) object to the Company Parties’ (a) retention of any professionals in connection with the Restructuring Transactions, if applicable, and (b) payment of the reasonable and documented fees and expenses incurred by such professionals in connection with the Restructuring Transactions; provided that such fees and expenses are incurred pursuant to and in accordance with the terms of the engagement letters between such professionals and the Company Parties.

General Commitments. (a) During the Agreement Effective Period, each Consenting Stakeholder agreesNoteholder severally, and not jointly, agrees in respect of all of its Company Senior Notes Claims/Interests, to: (i) support the Restructuring Transactions as contemplated by, and act within the timeframes outlined in, this Agreement and in good faith and the Definitive Documents; (ii) take all commercially reasonable actions steps reasonably necessary and desirable to implement and consummate the Restructuring Transactions in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement and the Plan, as applicableAgreement; (iiiii) use commercially reasonable efforts to cooperate with and, subject to applicable Laws, assist the Company Parties Parties, at the Company Parties’ sole cost and expense, in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (iv) give any notice, order, instruction, or direction to oppose any party or person from taking any actions contemplated in Section 5.01(b)the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; and (iiiv) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents and any other required agreements to effectuate and consummate the Restructuring Transactions as contemplated by that are consistent with this Agreement and the Plan to which it is required to be a party. (b) During the Agreement Effective Period, each Consenting Stakeholder agreesNoteholder severally, and not jointly, agrees in respect of all of its Company Claims/Interests, Senior Notes Claims subject to this Agreement that it shall not not, directly or indirectly: (i) object to, delay, impede, or take any other action that is reasonably likely to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (ii) propose, file, support, solicit, or vote for any Alternative Restructuring Proposal; provided, however, that notwithstanding any provisions to contrary herein, the Consenting Stakeholders have the right to continue to diligence, analyze, negotiate, and agree to an Alternative Restructuring Proposal with Sibelco NV (“Sibelco”) within thirty (30) days after the Petition Date; (iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; provided, that nothing in this Agreement shall limit the right of any party hereto to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any other Definitive Document; (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties in violation of this Agreement other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided, that nothing in this Agreement shall limit the right of any party hereto to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any other Definitive Document; (v) exercise, or direct any other person Person to exercise, any right or remedy for the enforcement, collection, or recovery of any of the Senior Notes Claims against the Company Parties, including rights or remedies arising from or asserting or bringing any claims under or with respect to any Senior Notes Claims/Interests, but only to the extent such exercise is inconsistent with this Agreement or the Restructuring Transactions; provided, that nothing in this Agreement shall limit the right of any party hereto to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any other Definitive Document; (vi) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code, but only to the extent such action is inconsistent with this Agreement or the Restructuring Transactions; provided, that nothing in this Agreement shall limit the right of any party hereto to exercise any right or remedy provided under this Agreement, the Confirmation Order, or any other Definitive Document; or (vii) object to, delay, impede, or take any other action to interfere with the consummation of the PNW Sale and shall otherwise support and take all actions reasonably requested by the Company Parties’ (a) retention of any professionals in connection with the Restructuring Transactions, if applicable, Parties to support and (b) payment facilitate consummation of the reasonable and documented fees and expenses incurred by such professionals in connection with the Restructuring Transactions; provided that such fees and expenses are incurred pursuant to and in accordance with the terms of the engagement letters between such professionals and the Company PartiesPNW Sale.

General Commitments. (a) During the Agreement Effective Period, subject to the terms and conditions of this Agreement, each Consenting Stakeholder Noteholder severally, and not jointly, agrees, in respect of all of its Company Claims/Interests, to: (i) use commercially reasonable efforts to support the Restructuring Transactions and Transactions, act in good faith faith, and take all commercially reasonable actions actions, to the extent practicable and subject to the terms hereof, and reasonably necessary to implement and consummate the Restructuring Transactions in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement and the PlanDefinitive Documents, as applicable; (ii) use commercially reasonable efforts to cooperate with and assist the Company Parties to oppose in opposing any party or person from taking any actions contemplated in Section 5.01(b); (iii) give any reasonable notice, order, instruction, or direction to the applicable Agents and/or Trustees necessary to give effect to the Restructuring Transactions; and (iiiiv) negotiate in good faith and use commercially reasonable efforts to execute (where applicable) and implement the Definitive Documents and any other agreements required agreements to effectuate and consummate the Restructuring Transactions as contemplated by this Agreement and the Plan to which it is required to be a partyAgreement. (b) During the Agreement Effective Period, each Consenting Stakeholder agreesNoteholder agrees severally, and not jointly, in respect of all of its Company Claims/Interests, that it shall not directly or indirectly: (i) object to, delay, impede, or take any other action that would reasonably be expected to materially interfere with acceptance, implementation, the implementation or consummation of the Restructuring Transactions; (ii) propose, file, support, file or vote for any Alternative Restructuring Proposal; provided, however, that notwithstanding any provisions to contrary herein, the Consenting Stakeholders have the right to continue to diligence, analyze, negotiate, and agree to an Alternative Restructuring Proposal with Sibelco NV (“Sibelco”) within thirty (30) days after the Petition Date; (iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, that is not materially consistent inconsistent with this Agreement or the Plan;; or (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; (v) exercise, or direct any other person to exerciseexercise on its behalf, any right or remedy for the enforcement, collection, collection or recovery of any of Company Claims/Interests; (vi) object to, delay, impede, or take any other action to interfere in a manner materially inconsistent with the Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; or (vii) object to the Company Parties’ (a) retention of any professionals in connection with the Restructuring Transactions, if applicable, and (b) payment of the reasonable and documented fees and expenses incurred by such professionals in connection with the Restructuring Transactions; provided that such fees and expenses are incurred pursuant to and in accordance with the other terms of the engagement letters between such professionals and the Company Partiesthis Agreement.