Holder Actions. (a) subject to the terms and conditions of this Agreement, each Holder hereby severally: (i) approves and consents to the Term Sheet, including without limitation, the classification and treatment of claims and equity interests described in the Term Sheet; (ii) agrees to vote or cause to be voted all of its Old Notes in favor of a plan of reorganization implementing the Term Sheet and otherwise in form and substance reasonably satisfactory to the Holders (the "Plan") and in connection therewith to execute a ballot or ballots voting to accept the Plan; (iii) agrees to vote against any competing plan that may interfere with or be inconsistent with the Plan and in connection therewith to execute a ballot or ballots voting to reject such competing plan; (iv) agrees not to and will cause its respective officers, directors, employees and professionals or other agents not to, directly or indirectly, take any action to encourage any competing plan that may interfere with or be inconsistent with the Plan, except that nothing herein shall preclude the Holders from soliciting, initiating, or seeking out a Superior Offer; and (v) agrees to support confirmation of the Plan; provided, however, that at any time, the Company or the Holders receive a bona fide offer for the purchase of all or substantially all the assets of the Company or for the merger or consolidation of the Company with or into any other company (collectively "Alternative Offer"), which the Board of Directors and the Holders, in good faith after consultation with each other, determine to be a superior offer to the Purchase Offer or Plan (a "Superior Offer") then the Holder shall have the right prior to the confirmation date of the Plan, to rescind its approval and consent to the Plan and to vote for and consent to such Superior Offer. Each of the Company and the Holders agree to inform the other upon its receipt of any proposal, expression of interest or request for information from any person relating to an Alternative Offer and to deliver to the other any and all written materials received by such person in connection therewith. In addition, nothing contained herein shall be deemed to restrict the sale or transfer by any Holder of any of its Old Notes; provided that the purchaser thereof shall be bound by the terms of this Agreement, including this Section 1.02.
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Holder Actions. (a) subject Subject to the terms and conditions of this Agreement, each Holder hereby severally:
(i) approves and consents to the Term Sheet, including without limitation, the classification and treatment of claims and equity interests described in the Term Sheet;
(ii) agrees to vote or cause to be voted all of its claims attributed to the Holder's Old Notes in favor of a plan of reorganization implementing the Term Sheet and otherwise in form and substance reasonably satisfactory to the Holders (the "Plan") Plan and in connection therewith to execute a ballot or ballots voting to accept the Plan;
(iiiii) agrees to vote against any competing plan that may interfere with or be inconsistent with the Plan and in connection therewith to execute a ballot or ballots voting to reject such competing plan;
(iii) agrees not to withdraw or otherwise revoke or cause to be withdrawn or otherwise revoked the Holder's vote in favor of the Plan;
(iv) agrees not to grant or cause to be granted to any other person or entity any proxy to vote with respect to the Plan (except with respect to permitted transferees under this Section 1.2);
(v) agrees not to, and will cause its the professionals directly engaged in the administration of their respective officers, directors, employees and professionals or other agents Old Notes not to, directly or indirectly, take any action to (including, without limitation, as a member of a creditors' committee), or solicit, initiate, fund or encourage any competing plan plan, that may interfere with or be inconsistent with the Plan;
(vi) subject to the date by which the Confirmation Date must occur set forth in Section 6.1(e)(ix), except agrees to the extension of any exclusive period under 11 U.S.C. Section 1121 necessary to obtain confirmation of the Plan during such extended exclusive period;
(vii) agrees to support an order of the Bankruptcy Court in the Bankruptcy Case approving the Enron Settlement Agreement in full, and agrees not to take, and will cause the professionals directly engaged in the administration of their respective Old Notes not to take, any action seeking to oppose the entry of an order in the Bankruptcy Case approving the Enron Settlement Agreement or to vacate or amend such order or to avoid the rights and benefits of a party under the Enron Settlement Agreement;
(viii) acknowledges the validity, extent and priority of Standard Chartered's claims and liens pursuant to the Credit Agreement and SCTSC's claims and liens pursuant to the Commodity Repurchase Agreement and the Receivables Purchase Agreement, each without counterclaim or setoff, acknowledges SCTSC's ownership of the property that nothing herein shall preclude is the Holders from solicitingsubject of the Commodity Repurchase Agreement and the Receivables Purchase Agreement, initiatingand agrees not to, and will cause the professionals directly engaged in the administration of their respective Old Notes not to, directly or indirectly, take any action (including, without limitation, as a member of a creditors' committee), or seeking out a Superior Offersolicit, initiate, fund or encourage any action to challenge the validity, extent, perfection or priority of the rights, claims and liens of Standard Chartered under the Credit Agreement and related agreements or SCTSC under the Commodity Repurchase Agreement and the Receivables Purchase Agreement; and
(vix) agrees to support confirmation approval of the Plan; DIP Financings, including, without limitation, a complete roll-up of Standard Chartered's claims pursuant thereto.
(b) So long as this Agreement has not been validly terminated: (i) no Holders will file a notice of default, acceleration or sale or take any other action to collect on or enforce the Old Notes, including, without limitation, instructing the trustee under the indenture for the Old Notes ("TRUSTEE") on how to proceed in the exercise of any and all remedies (provided, however, that at any timethe filing of a proof of claim or interest in the Bankruptcy Case shall not be a violation of this Section 1.2(b)(i)), and (ii) each Holder will give instructions to the Company Trustee, if and when reasonably appropriate and requested in writing by the Company, to desist from taking action that is inconsistent with this Agreement or the Holders receive a bona fide offer Plan.
(c) So long as this Agreement has not been validly terminated, no Holder will, directly or indirectly, sell, assign, transfer, hypothecate or otherwise dispose of (i) any Old Notes beneficially owned by it or as to which it has investment authority or discretion (including Old Notes acquired after the date hereof), (ii) any claim (as that term is defined in Section 101(5) of the Bankruptcy Code) arising from, based on or related to the Old Notes, or (iii) any option, interest in, or right to acquire any Old Notes or claim referred to in clauses (i) and (ii) above, unless the transferee of any Old Notes, claim, option, interest in or right referred to in clauses (i), (ii) or (iii) agrees in writing for the purchase benefit of all or substantially all the assets each of the Company or for the merger or consolidation other parties hereto to be bound by all of the Company with or into any other company (collectively "Alternative Offer"), which the Board terms of Directors this Agreement and the Holders, in good faith after consultation with each other, determine executes a counterpart signature page to be a superior offer to the Purchase Offer or Plan (a "Superior Offer") then the Holder shall have the right prior to the confirmation date of the Plan, to rescind its approval and consent to the Plan and to vote for and consent to such Superior Offerthis Agreement. Each of the Company and the Holders agree to inform the other upon its receipt of any proposal, expression of interest or request for information from any person relating to an Alternative Offer and to deliver to the other any and all written materials received by such person in connection therewith. In addition, nothing contained herein shall be deemed to restrict the sale or Any purported transfer by any Holder in violation of any of its Old Notes; provided that the purchaser thereof this Agreement shall be bound by null and void and of no force and effect and the purported transferee shall have no rights or privileges in or with respect to the Company. Notwithstanding each Holder's ownership or rights in any Old Notes as of the date of this Agreement, each Holder agrees that the terms of this Agreement shall also apply to any Old Notes acquired by or for the benefit of such Holder subsequent to the date of this Agreement, including this Section 1.02.
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