Common use of Negative Commitments Clause in Contracts

Negative Commitments. Except as set forth in Section 7, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents 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; (g) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (j) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring Transactions.

Negative Commitments. Except as set forth in Subject to Section 75 of this Agreement, during the Agreement Effective Period, each Consenting Stakeholder agrees in respect of the all of its Company Parties Claims/Interests severally and not jointly that it shall not directly or indirectly: (a) object to, delay, impede, or take any other action to to, or reasonably likely to, materially interfere with the acceptance, implementation, or consummation of the Restructuring Recapitalization Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheldpropose, conditionedfile, support, vote for, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary ProceedingsAlternative Transaction Proposal; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents other document with the Bankruptcy Court or any other court (including any modifications or amendments thereofto any motion, pleading, or other document with any court) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (g) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (jd) in respect of exercise any person who is an insider (as defined in right or remedy for the Bankruptcy Code) of the Company Partiesenforcement, and other than in the ordinary course of businesscollection, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee recovery of any of the Debtors Company Claims/Interest in connection with or arising out of the Marble Ridge Litigation, including (i) calling, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunder; (e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against the Company Parties or any of their respective subsidiariesthe other Parties with respect to this Agreement, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditionedRecapitalization Transactions, or delayed)any Company Claim/Interest other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; or (B) enter intoprovided, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of that the foregoing that is done with shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, Term Loan Credit Agreement or delayed)Indentures; or (kf) authorizeobject to, createdelay, impede, or issue take any additional Equity Interestsother action to interfere with the Company Parties’ ownership and possession of their assets, wherever located; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring TransactionsIndentures.

Negative Commitments. Except as set forth in Section 7, during During the Agreement Effective Period, each of the Company Parties Consenting Stakeholder and, as applicable, each Shareholder agrees that it shall not directly or indirectly: (ai) object to, delay, impede, impede or take any other action to interfere with the acceptance, implementation, implementation or consummation of the Restructuring Transactions; (bii) pursue an Implementation Mechanism subject to any restrictions imposed by applicable law, (A) support, directly or indirectly, any restructuring or liquidation in England and Wales without the prior consent any jurisdiction other than as contemplated by this Agreement for (x) any of the Required Filing Entities or (y) any Affiliate of any of the foregoing to the extent a filing by such an Affiliate could be reasonably expected to have a material adverse effect on the implementation of the Plan or the Restructuring Transactions, nor (B) challenge the Plan with respect to the treatment of Eligible Claims thereunder in any court of any jurisdiction, including, without limitation, the Brazilian RJ Court and the U.S. Bankruptcy Court; provided, however, that in each case, the Plan shall be substantially consistent with the terms of this Agreement and the Term Sheet and in any event, shall not have been modified in a manner that has, or could reasonably be expected to have (determined as of the date of any such modification), a material adverse effect on the rights of the Consenting Creditors Stakeholders without their respective prior written consent in accordance with Section 12; (not iii) either itself or through any representatives or agents solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue or respond to Alternative Restructuring Plans from or with any Entity or propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for Alternative Restructuring Plans (and shall immediately inform the other Parties hereto of any notification of an Alternative Restructuring Plan); (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind and in any court with respect to the Brazilian RJ Proceeding, the Ancillary Proceedings, 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 Restructuring Document unless otherwise permitted under this Agreement; (v) (A) take or facilitate any Enforcement Actions; (B) direct or encourage any other 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 Restructuring Documents or as otherwise agreed in writing by the Parties to be unreasonably withheld, conditioned, necessary or delayed)desirable for the implementation of the Restructuring Transactions; provided that no such consent nothing herein shall be required impact the automatic acceleration of a Filing Entity’s Indebtedness that may occur under the Finance Documents, in relation each case due to the Administration filing of the Brazilian RJ Proceeding or any the Ancillary Proceedings; (cvi) directly or indirectly take any action to direct any Agent to undertake any action that a Consenting Lender is inconsistent in otherwise prohibited from undertaking pursuant to this Section 4; (vii) solicit or direct any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Planperson, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documentswithout limitation, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents with the Bankruptcy Court indenture trustee or any other court (including agent thereunder for the Existing 2024 Notes, to undertake any modifications action inconsistent with or amendments thereof) that, in whole or in part, is not materially consistent with prohibited by this Agreement or the Plan;Agreement; or (g) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (Aviii) with the prior written consent of the Required respect to each Consenting CreditorsLender only, not to be unreasonably withheldagrees that it shall not, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of nor shall it instruct any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of Agent under any Credit Facility Claim held by a Consenting Lender; Agreement to, directly or (C) support indirectly exercise or enforce any third party right with respect to any letter of credit issued in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Bradesco LC Reimbursement Agreement; (j) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring Transactions.

Negative Commitments. Except as set forth in Section 7, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors Noteholders (not to be unreasonably withheld, conditioned, or delayed); , provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding Proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding Proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting CreditorsNoteholders, or (iii) initiating any proceeding Proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors Noteholders or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents 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; (g) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting CreditorsNoteholders, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding Proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; Noteholder, or (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses clause (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (j) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors Noteholders (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors Noteholders (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, create or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, on or make any distribution on any Equity Interests other than pursuant to the Restructuring TransactionsInterests.

Negative Commitments. Except as set forth in Section 78, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, implementation and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, ; (c) file any pleading seeking entry of an order and/or fail to timely object to any motion filed with the Bankruptcy Court by any person seeking the entry of an order (i) initiating any proceeding directing the appointment an examiner or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documentsa trustee, (ii) initiating any proceeding or taking any other action converting the Chapter 11 Cases to amend, supplement or otherwise modify any cases under chapter 7 of the Definitive DocumentsBankruptcy Code, which amendment, modification(iii) dismissing the Chapter 11 Cases, or supplement (iv) for relief that (A) is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, in any material respect or (iiiB) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with would reasonably be expected to frustrate the purposes of this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publiclyseek to (i) assume (including as amended) or (ii) liquidate, settle, allow any Claims related to, any unexpired lease or announce to any of executory contract with a Strategic Partner, without (A) consulting in good faith with the Consenting Creditors or other holders of Claims Stakeholders and Interests, its intention not (B) using commercially reasonable efforts to obtain such Strategic Partner’s agreement to express and provide public support for the Restructuring Transactions; provided, however, that for the avoidance of doubt, the Consenting Stakeholders have the right to oppose and object with respect to the foregoing; (e) seek to (i) reject or assume (including as amended) or (ii) liquidate, settle, allow, or object to Claims related to, any unexpired leases or executory contracts, including the Railcar Leases but excluding the Go-Forward Railcar Leases, without the prior written consent of the Required Consenting Stakeholders, with such consent not to be unreasonably withheld; (f) except in the ordinary course of business consistent with past practice, enter into or amend, adopt, restate, supplement, or otherwise modify or accelerate any material (i) deferred compensation, incentive, retention, bonus or other compensatory arrangements, policies, programs, practices, plans or agreements, including, without limitation, offer letters, employment agreements, consulting agreements, severance arrangements, or change in control agreements with or for the benefit of any employee or (ii) any contracts, arrangements, or commitments that entitle any current or former director, officer, employee, manager, or agent to indemnification from the Company, in each case, without the prior written consent of the Required Consenting Stakeholders; (g) subject to Section 8.01 and Section 8.02 of this Agreement, directly or indirectly propose, file, support, vote for, consent to, encourage, or take any other action in furtherance of the negotiation or formulation of any Alternative Restructuring Transaction; (h) enter into any settlement over $1 million regarding any Claims against or Interests in any Company Party without the prior written consent of the Required Consenting Stakeholders, with such consent not to be unreasonably withheld; (i) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects;Agreement, without the prior written consent of the Required Consenting Stakeholders; or (fj) file any motion, pleading, or Definitive Documents 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; (g) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (j) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring Transactions.

Negative Commitments. Except as set forth in Section 78, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, implementation and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, ; (ic) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions except as contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term SheetPlan, or pursuant to the Restructuring Transactions, transfer any asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any person or entity outside the ordinary course of business without the consent of the Required Consenting Stakeholders; provided that the foregoing shall not prohibit any actions taken pursuant to any First Day Order (other Definitive Documents;than the DIP Orders) or the De Minimis Asset Sale Order. (d) announce publiclytake or fail to take any action outside the ordinary course of business (except to the extent expressly contemplated by the Plan) if such action or failure to act would cause a change to the tax status of any Company Party or be expected to cause, individually or announce in the aggregate, a material adverse tax consequence to any the Company Parties pursuant to the Plan, without the consent of the Required Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring TransactionsStakeholders; (e) except as contemplated by this Agreement, the Plan, or pursuant to the Restructuring Transactions, engage in any merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside the ordinary course of business, other than the transactions contemplated herein and on the terms contemplated hereby without the consent of the Required Consenting Stakeholders; provided that the foregoing shall not prohibit any actions taken pursuant to any First Day Order (other than the DIP Orders) or the De Minimis Asset Sale Order. (f) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral, and/or exit financing other than the facilities contemplated under the DIP Facility and Exit Facility; (g) incur any liens or security interest, other than those existing immediately prior to the date hereof, those permitted under the DIP Facility, or those granted under the DIP Facility, the Exit Facility, or the Hedging Order; (h) modify the Plan, in whole or in part, in a manner that is does not consistent comply with this Agreement in all material respectsAgreement; (fi) withdraw or revoke the Plan or publicly announce its intention not to pursue the Plan; (j) file any motion, pleading, or Definitive Documents 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, the Plan, or the PlanDefinitive Documents; (gk) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowanceenforceability, characteravoidability, enforceabilityperfection, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare the obligations under or commence an avoidance action or other legal proceeding that challenges liens securing the amount, validity, allowance, character, enforceability, or priority of any RBL Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (jl) in respect commence, support, or join any litigation or adversary proceedings against the Consenting Stakeholders; (m) except as contemplated by this Agreement, the Plan, or pursuant to the Restructuring Transactions, issue, sell, pledge, dispose of or encumber any additional shares of, or any options, warrants, conversion privileges or rights of any person who is an insider kind to acquire any shares of, any of its Equity Interests, including capital stock or limited liability company interests; (n) amend or propose to amend its respective certificate or articles of incorporation, bylaws or comparable organizational documents in a manner inconsistent with this Agreement or the Plan; (o) except as defined contemplated by this Agreement, the Plan, or pursuant to the Restructuring Transactions, split, combine or reclassify any outstanding shares of its capital stock or other Equity Interests, or declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to any of its Equity Interests; (p) except as contemplated by this Agreement, the Bankruptcy CodePlan, or pursuant to the Restructuring Transactions, redeem, purchase, or acquire or offer to acquire any of its Equity Interests, including capital stock or limited liability company interests; (q) except as contemplated by this Agreement, the Plan, or pursuant to the Restructuring Transactions, incur or suffer to exist any indebtedness or debt, or guarantee any indebtedness or enter into any “keep well” or other agreement to maintain any financial condition of another person, except indebtedness existing and outstanding immediately before the Company PartiesPetition Date, trade payables, liabilities arising and other than incurred in the ordinary course of business, (A) grant or agree to grant any increase in and indebtedness arising under the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase DIP Facility; provided that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with shall not prohibit any actions taken pursuant to any First Day Order or the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed)De Minimis Asset Sale Order; or (kr) authorizeexcept as contemplated by this Agreement, createthe Plan, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring Transactions, change materially its financial or tax accounting methods, except insofar as may have been required by a change in GAAP or applicable law, or revalue any of its material assets.

Negative Commitments. Except as set forth in Section 7, during During the Agreement Effective Period, each Consenting Stakeholder agrees, in respect of each of its Company Claims/Interests, severally, and not jointly, that, to the Company Parties extent permitted by Law and subject to the other terms hereof, it shall not directly or indirectlynot: (a) object to, delay, impede, or take any other action that is intended to interfere with the acceptance, implementation, or consummation of the Restructuring Transactions, including through instructions to the applicable Agents; (b) pursue an Implementation Mechanism directly or indirectly solicit, initiate, encourage, endorse, propose, file, support, approve, vote for, enter or participate in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required in relation to the Administration any discussions or any Ancillary Proceedingsagreement regarding any Alternative Transaction Proposal; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents other document with the Bankruptcy Court or any other court (including any modifications or amendments thereofto any motion, pleading, or other document with any court) that, in whole or in part, is not materially consistent inconsistent with this Agreement or the Plan; (g) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (jd) in respect initiate, or have initiated on its behalf, any litigation or proceeding of any person who is an insider kind with respect to this Agreement or the Transactions contemplated in this Agreement 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 or any Definitive Document; (as defined e) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located other than any action or inaction taken by any such Consenting Stakeholder in connection with its respective rights under the DIP Facility Documents, the Term Loan Credit Agreement, and the Existing Intercreditor Agreement, in each case of each of the foregoing, subject to the affirmative commitments set forth in Section 5.01(g); (f) directly or indirectly, encourage any other Person to, directly or indirectly, subject to the terms hereof, (i) object to, delay, postpone, challenge, oppose, impede, or take any other action or any inaction to interfere with or delay the acceptance, implementation, or consummation of the Transactions contemplated in this Agreement (including the DIP Facility and the Exit Facilities) on the terms set forth in this Agreement, the Transaction Term Sheet, the DIP Facility Documents, the Exit Facilities Documents, the Plan, and any other applicable Definitive Document, including commencing or joining with any Person in commencing any litigation or involuntary case for relief under the Bankruptcy Code against any Company Party or any subsidiary thereof; (ii) solicit, negotiate, propose, file, support, enter into, consummate, file with the Bankruptcy Court, vote for, or otherwise knowingly take any other action in furtherance of any restructuring, workout, plan of arrangement, or chapter 11 plan for the Debtors (except a chapter 11 plan pursued in compliance with this Agreement); (iii) exercise any right or remedy for the enforcement, collection, or recovery of any claim against the Company Parties or any direct or indirect subsidiaries of the Company Parties that do not file for chapter 11 relief under the Bankruptcy Code) of , except in a manner consistent with this Agreement, the Company PartiesTransaction Term Sheet, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed)DIP Facility Documents; or (Biv) enter into, adopt object to or establish any new compensation or employee benefit plans or arrangements (including employment agreements)oppose, or amend support any other Person’s efforts to object to or agree to amend oppose, any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of motions filed by the foregoing Debtors that is done are consistent with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed)this Agreement; or (kg) authorizewith respect to the Consenting Term Lenders, createnot direct any administrative agent, collateral agent, or issue other such agent or trustee to take any additional Equity Interestsaction materially inconsistent with such Consenting Term Lender’s obligations under this Agreement and, if any applicable administrative agent, collateral agent, or redeemother such agent or trustee (as applicable) takes any action materially inconsistent with such Consenting Term Lender’s obligations under this Agreement, purchasesuch Consenting Term Lender shall use its commercially reasonable efforts to direct such administrative agent, acquire, declare any distribution oncollateral agent, or make other such agent or trustee (as applicable) to cease and refrain from taking any distribution on any Equity Interests other than pursuant to the Restructuring Transactionssuch action.

Negative Commitments. Except as set forth in Section 7, during During the Agreement Effective Period, each Ascent agrees in respect of any and all of its Existing Equity Interests and Company Claims, to the Company Parties extent applicable, that it shall not directly or indirectly: : (a) object to, delay, impede, or take any other action to interfere with the pursuit, acceptance, implementation, or consummation of the Restructuring Transactions; (including, for the avoidance of doubt, the Non-Ascent Restructuring), or take any other action that is inconsistent with, or that would delay or obstruct the proposal or consummation of, the Restructuring (including, for the avoidance of doubt, the Non-Ascent Restructuring); (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate frustrate, impede, delay or impede obstruct the approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, (including, but not limited to, (i) initiating any proceeding or taking any other action to oppose for the execution or delivery avoidance of any of the Definitive Documentsdoubt, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, Non-Ascent Restructuring); (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (fc) file any motion, pleading, or Definitive Documents o r o t h e r d o c u me n t s with the SEC, 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 and the Definitive Documents; (d) Transfer any material asset or right of Ascent (including any Existing Equity Interests held by Ascent) or any material asset or right used in the Plan; (g) move for an order (which order may be business of Ascent to any Person outside the Confirmation Order) from ordinary course of business without the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting CreditorsNoteholders, not to be unreasonably withheldthe Required Consenting Term Lenders and the Company Parties, conditioned or delayed, or (B) other than as is expressly contemplated by the Plan Restructuring; (whiche) take any worthless stock deduction with respect to any Existing Equity Interests held by Ascent; (f) take any action that would impair the value of the net operating loss carryforwards and other similar tax attributes of Ascent or Monitronics; 25 EXECUTION VERSION (g) engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business other than as contemplated by the Restructuring; (h)seek, solicit, support, encourage, propose, assist, consent to, vote for, enter into, participate in, pursue or consummate any Alternative Transaction, or engage in, continue, or otherwise participate in any negotiations regarding any Alternative Restructuring Proposal or engage in, continue, or otherwise participate in discussions regarding the negotiation or formulation of, or otherwise pursue, any alternate financing or other equity proposal or offer; (i) exercise any right or remedy with respect to any of the Existing Equity Interests or Company Claims, to the extent applicable, other than in accordance with this Agreement;. (j) withdraw or revoke any tender, consent and/or vote with respect to the Restructuring (including, for the avoidance of doubt, contemplates assumption the Non-Ascent Restructuring) to the extent applicable, except as otherwise expressly permitted pursuant to this Agreement; (k) liquidation, partnership, propose, file, support, vote for, or consent to any dissolution, winding up, reorganization,merger,consolidation,businesscombination,jointventure, sale of all executory contracts and unexpired leases assets, or restructuring for any of the DebtorsCompany Parties other than as contemplated and agreed to as part of the Restructuring (including, for the avoidance of doubt, the Non-Ascent Restructuring); ; (Al) prepare or commence an avoidance action file any motion, pleading, or other legal proceeding that challenges document with the amountBankruptcy Court or any other court (including any modifications or amendments thereof) or take any other action that, validityin whole or in part, allowanceis not materially consistent with the Restructuring (including, characterfor the avoidance of doubt, enforceabilitythe Non-Ascent Restructuring), this Agreement or the Plan; (m) initiate, or priority have initiated on its behalf, any litigation or proceeding of any Senior Notes Claim held by a Consenting Creditorskind with respect to this Agreement, the Restructuring (including, for the avoidance of doubt, the Non-Ascent Restructuring), or the Chapter 11 Cases contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document, to effectuate the Restructuring in accordance therewith, or as otherwise permitted under this Agreement; (Bn) prepare or commence an avoidance action or other legal proceeding that challenges the amountobject to, validitydelay, allowance, character, enforceabilityimpede, or priority take any other action to interfere with the Company Parties’ ownership and possession of any Credit Facility Claim held by a Consenting Lendertheir assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (io) enter into or adopt any commitment new Compensation Arrangements (or agreement with respect to debtor-in-possession financingamend, cash collateral usagemodify, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (jterminate any existing Compensation Arrangements) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with without the consent of the Required Consenting Creditors Noteholders (not to be unreasonably withheldother than as contemplated by the Restructuring Term Sheet). For the avoidance of doubt, conditioned, or delayed); or (Bi) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreementsthe agreements and covenants set forth in Sections 7.02(a), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreementsb), except for (c), (d) (solely with respect to the Transfer of any Existing Equity Interests held by Ascent), (e), (f) (solely with respect to net operating loss carryforwards and other similar tax attributes of Monitronics), (h), (i), (j), (k), (l), (m), and (n) shall survive the occurrence of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring Transactions.Non-Ascent 26

Negative Commitments. Except as set forth in Section 7, during (a) During the Agreement Effective PeriodPeriod as to each Consenting Creditor Party, such Consenting Creditor Party agrees (in the case of each Consenting BrandCo Lender, in respect of all of its Company Claims/Interests presently owned (as detailed on the Company Parties signature pages attached hereto) and hereafter acquired, in each case, 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, and it shall not direct any other Entity to: (ai) object to, delay, impede, or take any other action to interfere with with, delay, or impede the acceptance, implementationconsummation, or consummation implementation of the Plan or the Restructuring Transactions; (bii) pursue an Implementation Mechanism seek, solicit, propose, file, support, vote in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheldfavor of, conditionedassist, engage in negotiations in connection with, or delayed); provided that no such consent shall be required participate in relation to the Administration formulation, preparation, filing, or prosecution of any Ancillary ProceedingsAlternative Restructuring Proposal; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents 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 inconsistent with this Agreement or the PlanRestructuring Transactions; (giv) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption initiate, or rejection have initiated on its behalf, any litigation or proceeding of any executory contract kind that is inconsistent with this Agreement or unexpired lease, the Restructuring Transactions against the Debtors or the other than any assumption or rejection except Parties (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (whichit being understood, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of that any litigation or proceeding to enforce this Agreement or any Definitive Document or that is otherwise permitted under this Agreement shall not be construed to be inconsistent with this Agreement or the DebtorsRestructuring Transactions); (Av) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceabilityexercise, or priority direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Senior Notes Claim held by Company Claims/Interests in a Consenting Creditorsmanner that is inconsistent with this Agreement; or (Bvi) prepare or commence an avoidance action or other legal proceeding that challenges the amountobject to, validitydelay, allowance, character, enforceabilityimpede, or priority take any other action to interfere with the Debtors’ ownership and possession of any Credit Facility Claim held by a Consenting Lender; their assets, wherever located, or (C) support any third party in connection interfere with any the automatic stay arising under section 362 of the acts described Bankruptcy Code or any stay in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangementsthe Canadian Recognition Proceeding, other than as expressly contemplated under the Plan or permitted by this Agreement; (j) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring Transactions.

Negative Commitments. Except as set forth in Section 7, during During the Agreement Effective Period, each Consenting Creditor, as applicable, on a several and not joint basis, agrees, in respect of the all its Company Parties Claims/Interests, that it shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with (A) acceptance, implementation, or consummation of the Restructuring TransactionsTransactions and (B) 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; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors change, withdraw, amend, or revoke (not or cause to be unreasonably withheldchanged, conditionedwithdrawn, amended, or delayed); revoked) any vote or election referred to in Sections 4.01(b) and 4.01(c) above, provided that no such consent votes or elections shall be required immediately revoked and deemed void ab initio upon the occurrence of a Termination Date described in relation to the Administration or any Ancillary Proceedings;Section 11. (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents 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 with this Agreement or the Plan; (gd) move for an order (which order may be the Confirmation Order) from support any other party in any action to object to, delay, impede, or take any other action to interfere with any motion or other pleading or document Filed by a Company Party in the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) that is consistent with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (je) in respect propose, File, support, or vote for any Alternative Restructuring; (f) initiate, or have initiated on its behalf, any litigation or proceeding of any person who is an insider (as defined in the Bankruptcy Code) of kind contemplated herein against the Company Parties, and Parties other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors enforce this Agreement or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, Definitive Document or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed)as otherwise expressly permitted under this Agreement; or (kg) authorize, createexercise, or issue direct any additional Equity Interestsother Person to exercise, any right or remedy for the enforcement, collection, or redeem, purchase, acquire, declare recovery of any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring Transactionsof Company Claims/Interests.

Negative Commitments. Except as set forth in Section 7, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors Noteholders (not to be unreasonably withheld, conditioned, or delayed); , provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding Proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding Proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting CreditorsNoteholders, or (iii) initiating any proceeding Proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors Noteholders or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents 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; (g) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting CreditorsNoteholders, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding Proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; Noteholder, or (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses clause (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (j) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors Noteholders (not to be unreasonably withheld, conditioned, or delayed); or or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors Noteholders (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, create or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, on or make any distribution on any Equity Interests other than pursuant to the Restructuring TransactionsInterests.

Negative Commitments. Except as set forth in Section 7Notwithstanding anything to the contrary herein, during the Agreement Effective Period, each Consenting Stakeholder agrees, in respect of all of its Company Claims/Interests presently owned and hereafter acquired (for so long as it remains the Company Parties beneficial or record owner thereof, or the nominee, investment manager, or advisor for beneficial holders thereof) that it shall not directly or indirectly, and shall not direct any other Entity to: (ai) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Plan, or any provision thereof, or other Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (cii) take any action that is inconsistent other actions in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation contravention of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any the material detriment of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (eiii) modify the Planpropose, in whole file, support, solicit, initiate, negotiate, facilitate, propose, continue, respond to, or in part, in a manner that is not consistent with this Agreement in all material respectsvote for any Alternative Restructuring Proposal; (fiv) propose, file, or support a pleading with the Bankruptcy Court seeking entry of an order authorizing any use of cash collateral or debtor-in-possession financing other than as proposed in the DIP Orders; (v) file any motion, pleading, or Definitive Documents 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, the Restructuring Term Sheet, the Restructuring Transactions, or the Plan; (gvi) move exercise any right or remedy for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired leaseenforcement, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayedcollection, or (B) as is expressly contemplated by the Plan (which, for the avoidance recovery of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, Company Claims/Interests other than to enforce this Agreement or any Definitive Document or as expressly contemplated otherwise permitted under the Plan or this Agreement; (jvii) in respect initiate, or cause to be 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; (viii) exercise, or direct any other person who is an insider to exercise, any right or remedy for the enforcement, collection, or recovery of any of Claims against or Interests in the Company Parties; (as defined ix) directly or indirectly, through any Entity, seek, solicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing, or prosecution of any Alternative Restructuring Proposal or object to or take any other action that would reasonably be expected to prevent, interfere with, delay, or impede the solicitation, approval of the Disclosure Statement, or the confirmation and consummation of the Plan and the Restructuring Transactions; (x) prior to the expiration of the Confirmation Order Milestone, object to, delay, impede, or take any other action to interfere with the Company Parties’ efforts detailed in Section ‎8.02(b); (xi) 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) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (kxii) authorizeobject to or commence any legal proceeding challenging the liens, createclaims, or issue any additional Equity Interests, adequate protection granted or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant proposed to be granted to the Restructuring Transactionsholders of Claims under the DIP Orders or the prepetition liens and claims of any Consenting Stakeholder.

Negative Commitments. Except Subject to the terms and conditions of this Agreement, and except as set forth in Section 75.04, during the Agreement Effective Period, each Consenting Creditor agrees, in respect of the all of its Company Parties Claims/Interests, that it shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheldpropose, conditionedfile, support, or delayed); provided that no such consent shall be required in relation to the Administration or vote for any Ancillary ProceedingsAlternative Restructuring Proposal; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents 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; (gd) move direct any Agent/Trustee to (i) take any Enforcement Actions or exercise any right or remedy for an order (which order may be the Confirmation Order) enforcement, collection, or recovery of any of the Company Claims/Interests, including rights or remedies arising from the Bankruptcy Court authorizing Prepetition ABL Facility, the assumption Term Loan Facilities, or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayedConvertible Notes, or (Bii) as is expressly contemplated by assert or bring any Claims under or with respect to the Plan (whichPrepetition ABL Facility, for the avoidance of doubtTerm Loan Facilities, contemplates assumption of all executory contracts and unexpired leases of or the Debtors)Convertible Notes; (Ae) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceabilityinitiate, or priority have initiated on its behalf, any litigation or proceeding of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement kind with respect to debtor-in-possession financingthe Chapter 11 Cases, cash collateral usagethis Agreement, exit financing and/or or the other financing arrangements, Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as expressly contemplated otherwise permitted under the Plan or this Agreement; (jf) in respect exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any person who is an insider (as defined of Claims against or Interests in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (kg) authorizeobject to, createdelay, impede, or issue take any additional Equity Interestsother action to interfere with the Company Parties’ ownership and possession of their assets, wherever located, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to interfere with the Restructuring Transactionsautomatic stay arising under section 362 of the Bankruptcy Code.

Negative Commitments. Except as set forth may be permitted by Section 8 or as may be modified or waived in Section 7advance in writing by the Required Consenting Senior Noteholder, during the Agreement RSA Effective Period, each of the Company Parties shall not not, directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and or consummation of the Restructuring Transactions described inof, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (ec) modify the Plan(i) execute, deliver, and/or file in whole or in partany Proceeding any agreement, in a manner that is not consistent with this Agreement in all material respects; (f) file any instrument, motion, pleading, order, form, or Definitive Documents with other document that is to be utilized to implement or effectuate, or that otherwise relates to, this Agreement and/or the Bankruptcy Court or any other court (Restructuring Transactions, including any modifications or amendments thereof) Definitive Documents, that, in whole or in part, is not materially (x) consistent in any material respect with this Agreement or the PlanRestructuring Transactions, or (y) otherwise in form and substance acceptable to the Required Consenting Senior Noteholder, or, if applicable, file any pleading in any Proceeding seeking authorization to accomplish or effect any of the foregoing, or (ii) waive, amend, or modify any of the Definitive Documents, or file in any Proceeding a pleading seeking to waive, amend, or modify any term or condition of any of the Definitive Documents, in either case, which waiver, amendment, modification, or filing contains any provision that is not (x) consistent in all material respects with this Agreement or the Restructuring Transactions, or (y) otherwise acceptable to the Required Consenting Senior Noteholder; (gd) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired leaseseek discovery in connection with, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayedprepare, or commence any proceeding or any other action (Bincluding any Restructuring Proceeding) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges (i) the amount, validity, allowance, character, enforceability, or priority of any Company Claims/Equity Interests of any of the Consenting Senior Notes Claim held by a Consenting Creditors; Noteholders, (Bii) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority perfection of any Credit Facility Claim held by a lien or other encumbrance securing any Company Claims/Equity Interests of any of the Consenting LenderSenior Noteholders, (iii) otherwise seek to restrict any contractual rights of any of the Consenting Senior Noteholders under the Senior Notes Documents; (iv) otherwise commence any action against any of the Consenting Senior Noteholders; or (Cv) support any third party Person in connection with any of the acts described in clauses (A) and (Bthis Section 7.02(d); (ie) assert, or support any assertion by any third party, that, in order to act on the provisions of Section 14 hereof, the Consenting Senior Noteholders shall be required to obtain relief from any stay or injunction on creditor actions in a Proceeding (and the Company Parties hereby waive, to the greatest extent possible, the applicability of any such stay or injunction to the giving of any termination notice in accordance with Section 14 hereof); provided that nothing herein shall prejudice any Party’s right to argue that the giving of such termination notice or the exercise of any remedy was not proper under the Agreement; (f) except as expressly contemplated by this Agreement or the Restructuring Term Sheet, enter into any commitment or agreement contract with respect to any bridge or debtor-in-possession financing, cash collateral usage, exit financing financing, and/or other financing arrangementsfinancing, other than debt or equity arrangements without the advance written consent of the Required Consenting Senior Noteholder; (g) except as expressly contemplated under by this Agreement or the Plan Restructuring Term Sheet, without the prior written consent of the Required Consenting Senior Noteholder, (A) enter into, establish, adopt, amend, supplement, modify or this Agreement; accelerate (j1) in respect any deferred compensation, incentive, success, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans or agreements, including, without limitation, offer letters, employment agreements, consulting agreements, severance arrangements or change of control arrangements with or for the benefit any director, officer, manager or employee of any person who is an insider Company Party, (as defined in the Bankruptcy Code2) of any contacts arrangements, or commitments that entitle any current or former director, officer, employee, manager or agent to indemnification from the Company Parties, and other than in the ordinary course of business, or (AB) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance severance, or other compensation or benefits of any director, manager, employee, or officer or employee of any Company Party, whether scheduled prior to, as of or after the Debtors or any RSA Effective Date, except, in the case of their respective subsidiariesclauses (A) and (B), except for any increase that is done implemented in the ordinary course of business consistent with past practices and is not inconsistent with the consent of Restructuring Transactions contemplated by this Agreement; (h) except as expressly contemplated by this Agreement or the Required Consenting Creditors (not to be unreasonably withheldRestructuring Term Sheet, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of without the foregoing that is done with the prior written consent of the Required Consenting Creditors Senior Noteholder, (not to be unreasonably withheld, conditioned, or delayed); or (kA) authorize, create, issue, sell, or issue grant any additional Equity InterestsInterests in any Company Party or (ii) reclassify, or recapitalize, redeem, purchase, acquire, authorize or declare any distribution on, or make any distribution on any Equity Interests in any Company Party; (B) other than pursuant in the ordinary course of business and consistent with past practice, (1) incur any indebtedness, guarantee any indebtedness of another entity, and/or guarantee any liabilities relating to the Company Parties’ material contracts and facilities, (2) pledge, encumber, assign, sell, or otherwise transfer, offer, or contract to pledge, encumber, assign, sell, or otherwise transfer, in whole or in part, any portion of its right, title, or interests in any assets or Equity Interests in the Company Parties; (C) enter into, amend, supplement, modify, or terminate any material contract or agreement; or (D) allow any Cannabis License or any material permit, license, or regulatory approval to be terminated, revoked, suspended, or modified (but solely to the extent that such Cannabis License, material permit, license, or regulatory approval relates directly to the Acquired Assets); (i) incur or commit to incur any capital expenditures, or pay any fees, costs, expenses or other amounts due (including in respect of any shareholder, management, or similar arrangement, but excluding professional fees) to any holders of Company Claims/Equity Interests, in each case, absent the prior written consent of the Required Consenting Senior Noteholder; provided, however, this commitment shall not apply to (i) any obligations of the Company Parties owed to the Star Buds Lessor Parties and Star Brands LLC in the ordinary course of business, including payments on account of leases and licenses, or (ii) any obligations of the Company owed to Dye Capital & Company LLC and its Affiliates in the ordinary course of business on account of that certain marketing services agreement, dated June 17, 2025; (j) except to the extent expressly permitted by this Agreement or the Restructuring Term Sheet, seek, solicit, knowingly encourage, propose, assist in, consent to, or vote for, enter into, pursue, consummate, or participate in any discussions or any agreement with any Person regarding, any Alternative Restructuring Proposal; (k) except to the extent expressly contemplated by this Agreement or the Restructuring Term Sheet, amend or propose to amend any Company Party’s Organizational Documents without the prior written consent of the Required Consenting Senior Noteholder; (l) commence any Proceeding unless the applicable Definitive Documents and materials related thereto shall be consistent with this Agreement and otherwise in form and substance acceptable to the Required Consenting Senior Noteholder; (m) announce publicly, or announce to any of the Consenting Senior Noteholders or other holders of Company Claims/Equity Interests, their intention not to support or pursue any of the Restructuring Transactions; (n) make or change any tax election (including, with respect to any Company Party that is treated as a partnership or disregarded Entity for U.S. federal income tax purposes, an election to be treated as a corporation for U.S. federal income tax purposes), file any amended tax return, enter into any closing agreement with respect to taxes, consent to any extension or waiver of the limitations period applicable to any tax claim or assessment, enter into any installment sale transaction, adopt or change any accounting methods, practices or periods for tax purposes, make or request any tax ruling, enter into any tax sharing or similar agreement or arrangement, or settle any tax claim or assessment, in each case, without the prior written consent of the Required Consenting Senior Noteholder; (o) take or permit any action that would result in a (i) change of ownership of any Company Party under Section 382 of the Code, (ii) disaffiliation of any Company Party from the Company Parties’ consolidated income tax group under Section 1502 of the Code, (iii) realization of any taxable income outside the ordinary course of the Company Parties’ business, or (iii) change of ownership of any Company Party under section 382 of the Tax Code, in each case, except as contemplated by the transactions described herein or the Restructuring Term Sheet; or (p) consummate the Restructuring Transactions unless each of the applicable conditions to the consummation of such transactions set forth in this Agreement and the other applicable Definitive Documents has been satisfied or waived by the applicable Persons in accordance with the terms of this Agreement, the Restructuring Term Sheet and the applicable Definitive Documents.

Negative Commitments. Except as set forth in Section 7, during During the Agreement Effective Period, each of the Company Parties I Squared agrees that it shall not directly or indirectly, and shall cause its affiliates and subsidiaries not to: (a) object to, delay, impede, interfere with, frustrate or take any other action that is reasonably likely to delay, impede, interfere with or frustrate the acceptance, implementation, or consummation of the Restructuring Transactionsor the I Squared Infrastructure Sale; (b) pursue an Implementation Mechanism in England and Wales without object to, delay, impede, interfere with, frustrate or take any other action that is reasonably likely to delay, impede, interfere with, or frustrate the prior consent use of cash collateral by the Debtors during the pendency of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required Chapter 11 Cases on the terms set forth in relation to the Administration or any Ancillary ProceedingsCash Collateral Orders; (c) take any action that is inconsistent in any material respect withpropose, file, support, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating solicit any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive DocumentsAlternative Restructuring; (d) announce publicly, file or announce to any of the Consenting Creditors or other holders of Claims and Interests, have filed on its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file behalf any motion, pleading, or Definitive Documents other document (including any modifications or amendments thereof) 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, the I Squared Infrastructure Sale Agreement, the I Squared Infrastructure Sale Agreement Amendment, the Plan, or any other Definitive Document; (e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against any Company Party or the other Parties in violation of this Agreement with respect to the Chapter 11 Cases, this Agreement, the Restructuring, or the I Squared Infrastructure Sale other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement or the PlanI Squared Infrastructure Sale Agreement; (f) object to, delay, impede, or interfere with the automatic stay under section 362 of the Bankruptcy Code, or take any other action to interfere with the Company’s ownership and possession of its assets, wherever located; or (g) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption agree or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not commit to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with do any of the acts described foregoing; provided, that nothing in clauses (A) and (B); (i) enter into this Section 6.02 or in this Agreement shall in any commitment way preclude or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under limit I Squared from enforcing the Plan or this Agreement; (j) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than I Squared Infrastructure Sale Agreement pursuant to the Restructuring Transactionsits terms.

Negative Commitments. Except as set forth in Section 7, during During the Agreement Effective Period, each Consenting Creditor severally, and not jointly, agrees in respect of the all of its Company Parties Claims that it shall not not, directly or indirectly, and shall not direct any other Entity to: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent object to, delay, impede or take any other action to interfere with Bankruptcy Court approval of the Required Consenting Creditors (not to be unreasonably withheldany ▇▇▇▇/KERP Plan, conditioned, or delayed); provided that no the terms of such consent programs shall be required in relation not substantively differ from the proposal provided to the Administration or any Ancillary ProceedingsAd Hoc Group Advisors and Ares on July 10, 2020; (c) take knowingly pursue, propose, file, support, solicit support for or vote for any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Alternative Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive DocumentsProposal; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents 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; (ge) move exercise, take (directly or indirectly), or direct the Agents or Trustees to take, any action to enforce or any right or remedy for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption enforcement, collection, or rejection recovery of any executory contract of the Company Claims against the Company Parties, including rights or unexpired leaseremedies arising from or asserting or bringing any claims under or with respect to the 2016 Term Loan Claims, 2017 Term Loan Claims or the Second Lien Notes Claims (as applicable) other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors)otherwise permitted under this Agreement; (Af) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceabilityinitiate, or priority have initiated on its behalf, any litigation or proceeding of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges kind with respect to the amountChapter 11 Cases, validity, allowance, character, enforceabilitythis Agreement, or priority of the other Restructuring Transactions contemplated in this Agreement against the Company Parties or the other Parties other than to enforce this Agreement or any Credit Facility Claim held by a Consenting Lender; Definitive Document or as otherwise permitted under this Agreement; (Cg) support any third party in connection effort to reject, seek to modify, fail to perform, or any way take any action to delay, impede, or interfere with any of the acts described Elk Hills Power Agreements except to the extent consistent with the 9019 Orders; (h) develop, promote or otherwise pursue the “bypass plan” involving the LTS-1 and LTS-2 gas processing plants and the 35R Cogen facility located in clauses (A) and (B)▇▇▇▇ County, California or any action with a similar effect; (i) enter into object to, delay, impede, or take any commitment other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located, or agreement interfere with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated the automatic stay arising under section 362 of the Plan or this Agreement;Bankruptcy Code; or (j) in respect of object to, delay, impede, file any person who is an insider (as defined in motion or pleading with the Bankruptcy Code) of the Company Parties, and Court or any other than in the ordinary course of business, court or take any other action (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of direct any of the Debtors Agents or the Second Lien Indenture Trustee to take any such action) to require or compel any holder of their respective subsidiaries, except for 2016 Term Loan Claims or Second Lien Notes Claims to turn over any increase that is done with recoveries or distributions under the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than Plan pursuant to the Restructuring Transactionsany applicable intercreditor agreement.

Negative Commitments. Except as set forth in Section 77.03, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, implementation and consummation of the Restructuring Transactions described in, this Agreement or Agreement, the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (fc) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent inconsistent with this Agreement or the PlanRestructuring Transactions; (d) amend, alter, supplement, restate or otherwise modify any Definitive Document, in whole or in part, in a manner that is materially inconsistent with this Agreement or the Restructuring Transactions; (e) amend, alter, supplement, restate or otherwise modify any Elk Hills Power Agreements, in whole or in part, in a manner that is materially inconsistent with the Restructuring Term Sheet without the consent of the Required Consenting Creditors and Ares; (i) operate its business outside the ordinary course (other than any changes in the operations resulting from or relating to the Restructuring Transactions or the filing of the Chapter 11 Cases), taking into account the Restructuring Transactions or (ii) engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction or transfer any asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any person or entity outside the ordinary course of business, in each of cases (i) and (ii) without the reasonable consent of the Required Consenting Creditors and, prior to the Settlement Effective Date, Ares; provided that, from and after the Settlement Effective Date, any action described in subsections (i) or (ii) of this section 7.02(f) that disproportionately and adversely affects Ares, as compared to the other Required Consenting Parties, shall require the reasonable consent of Ares. (g) move for an order except to the extent required by this Agreement or otherwise required to consummate the Restructuring Transactions, make or change any tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended tax return, enter into any closing agreement, settle any tax claim or assessment, surrender any right to claim a tax refund, offset or other reduction in tax liability or consent to any extension or waiver of the limitation period applicable to any tax claim or assessment, in each case without the reasonable consent of the Required Consenting Creditors and, prior to the Settlement Effective Date, Ares; provided that, from and after the Settlement Effective Date, any action described in this Section 7.02(g) that disproportionately and adversely affects Ares, as compared to the other Required Consenting Parties, shall require the reasonable consent of Ares; (which order may be h) support any effort to reject, seek to modify, fail to perform, or any way take any action to delay, impede, or interfere with any of the Confirmation Order) from Elk Hills Power Agreements except to the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) extent consistent with the prior written 9019 Orders; (i) develop, promote or otherwise pursue the “bypass plan” involving the LTS-1 and LTS-2 gas processing plants and the 35R Cogen facility located in ▇▇▇▇ County, California or any action with a similar effect; (j) except with the consent of the Required Consenting Creditors, not (i) take any action that would result in the entry of any order by the Bankruptcy Court that imposes a sell-down order or restricts the ability of Consenting Creditors or other parties to be unreasonably withheldTransfer any of the Company Parties’ securities, conditioned including, for the avoidance of doubt, any such order intended to preserve net operating losses or delayedother tax attributes or (ii) make any material determination with respect to (a) any such transfer restriction, sell-down order, or notification requirement regarding ownership of claims in order to determine whether further actions (including Transfer restrictions or sell-down orders) are necessary or (b) the potential imposition or waiver of any of the foregoing; provided that the Required Consenting Creditors shall consent to (A) the filing by the Company Parties of a motion with the Bankruptcy Court for entry of an order establishing the date of the entrance of such order as the record date for notice of such potential trading restriction or sell-down order with respect to Company Claims and (B) as is expressly contemplated the filing by the Plan (Company Parties of a motion restricting trading of CRC’s equity securities which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (j) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the do not include Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed)Claims; or (k) authorizeobject to, createdelay, impede, file any motion or issue pleading with the Bankruptcy Court or any additional Equity Interests, other court or redeem, purchase, acquire, declare take any distribution on, other action (or make direct any distribution on of the Agents or the Second Lien Indenture Trustee to take any Equity Interests other than such action) to require or compel any holder of 2016 Term Loan Claims or Second Lien Notes Claims to turn over any recoveries or distributions under the Plan pursuant to the Restructuring Transactionsany applicable intercreditor agreement.

Negative Commitments. Except as set forth in Section 7Notwithstanding anything to the contrary herein, during the Agreement Effective Period, each Consenting Creditor agrees severally, and not jointly, in respect of the all of its Company Parties Claims presently owned and hereafter acquired that it shall not directly or indirectly: (ai) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring TransactionsRestructuring; (bii) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheldpropose, conditionedfile, support, or delayed); provided that no such consent shall be required in relation to the Administration or vote for any Ancillary ProceedingsAlternative Restructuring Proposal; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents 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, or the Plan; (giv) move exercise any right or remedy for an order (which order may be the enforcement, collection, or recovery of any of the Company Claims other than to enforce this Agreement, the DIP Orders, the DIP Facility Documents, the Plan, the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) any other Definitive Document or as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated otherwise permitted under the Plan or this Agreement; (jv) in respect initiate, or have initiated on its behalf, any litigation or proceeding of any person who is an insider kind with respect to the Chapter 11 Cases, this Agreement, or any of the transactions implementing the Restructuring as contemplated in this Agreement, against the Company Parties or the other Parties other than to enforce this Agreement, the DIP Orders, the DIP Facility Documents, the Plan, the Confirmation Order, or any other Definitive Document or as otherwise permitted under this Agreement; (as defined vi) object to, delay, impede or take any other action to interfere with Bankruptcy Court approval of any retention application or fee application filed in the Bankruptcy Code) of Chapter 11 Cases for Evercore Group L.L.C., as investment banker and financial advisor to the Company Parties, provided that the terms of such applications do not substantively differ from the engagement letter dated March 26, 2020; (vii) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and other than possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; provided, however, that nothing in this Agreement shall limit the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits right of any directorParty to exercise any right or remedy provided under this Agreement, managerthe DIP Orders, officer or employee of any of the Debtors DIP Facility Documents, the Plan, the Confirmation Order, or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, other Definitive Document or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed)as otherwise permitted under this Agreement; or (kviii) authorizeobject to, createdelay, impede, or issue take any additional Equity Interestsother action that would reasonably be expected to interfere with, any motion or redeem, purchase, acquire, declare any distribution on, other pleading or make any distribution on any Equity Interests other than pursuant to document filed by a Company Party in the Restructuring TransactionsBankruptcy Court that is consistent with this Agreement.

Negative Commitments. Except as set forth in Section 77.03, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, implementation and consummation of the Restructuring Transactions described in, this Agreement or Agreement, the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (fc) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent inconsistent with this Agreement or the PlanRestructuring Transactions; (d) amend, alter, supplement, restate or otherwise modify any Definitive Document, in whole or in part, in a manner that is materially inconsistent with this Agreement or the Restructuring Transactions; (e) amend, alter, supplement, restate or otherwise modify any Elk Hills Power Agreements, in whole or in part, in a manner that is materially inconsistent with the Restructuring Term Sheet without the consent of the Required Consenting Creditors and Ares; (f) (i) operate its business outside the ordinary course (other than any changes in the operations resulting from or relating to the Restructuring Transactions or the filing of the Chapter 11 Cases), taking into account the Restructuring Transactions or (ii) engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction or transfer any asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any person or entity outside the ordinary course of business, in each of cases (i) and (ii) without the reasonable consent of the Required Consenting Creditors and, prior to the Settlement Effective Date, Ares; provided that, from and after the Settlement Effective Date, any action described in subsections (i) or (ii) of this section 7.02(f) that disproportionately and adversely affects Ares, as compared to the other Required Consenting Parties, shall require the reasonable consent of Ares. (g) move for an order except to the extent required by this Agreement or otherwise required to consummate the Restructuring Transactions, make or change any tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended tax return, enter into any closing agreement, settle any tax claim or assessment, surrender any right to claim a tax refund, offset or other reduction in tax liability or consent to any extension or waiver of the limitation period applicable to any tax claim or assessment, in each case without the reasonable consent of the Required Consenting Creditors and, prior to the Settlement Effective Date, Ares; provided that, from and after the Settlement Effective Date, any action described in this Section 7.02(g) that disproportionately and adversely affects Ares, as compared to the other Required Consenting Parties, shall require the reasonable consent of Ares; (which order may be h) support any effort to reject, seek to modify, fail to perform, or any way take any action to delay, impede, or interfere with any of the Confirmation Order) from Elk Hills Power Agreements except to the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) extent consistent with the prior written 9019 Orders; (i) develop, promote or otherwise pursue the “bypass plan” involving the LTS-1 and LTS-2 gas processing plants and the 35R Cogen facility located in ▇▇▇▇ County, California or any action with a similar effect; or (j) except with the consent of the Required Consenting Creditors, not (i) take any action that would result in the entry of any order by the Bankruptcy Court that imposes a sell-down order or restricts the ability of Consenting Creditors or other parties to be unreasonably withheldTransfer any of the Company Parties’ securities, conditioned including, for the avoidance of doubt, any such order intended to preserve net operating losses or delayedother tax attributes or (ii) make any material determination with respect to (a) any such transfer restriction, sell-down order, or notification requirement regarding ownership of claims in order to determine whether further actions (including Transfer restrictions or sell-down orders) are necessary or (b) the potential imposition or waiver of any of the foregoing; provided that the Required Consenting Creditors shall consent to (A) the filing by the Company Parties of a motion with the Bankruptcy Court for entry of an order establishing the date of the entrance of such order as the record date for notice of such potential trading restriction or sell-down order with respect to Company Claims and (B) as is expressly contemplated the filing by the Plan (Company Parties of a motion restricting trading of CRC’s equity securities which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (j) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the do not include Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring TransactionsClaims.

Negative Commitments. Except as set forth in Section 7, during During the Agreement Effective Period, each of the Company Parties Debtors shall not not, directly or indirectly, and XBP shall not, directly or indirectly, cause the Debtors to: (a) object totake any action that is inconsistent with this Agreement, delaythe Plan, impedethe Definitive Documents, or the Restructuring Transactions or take any other action that would reasonably be expected to interfere with acceptancewith, implementationdelay, or impede the consummation of the Plan and the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, order or any Definitive Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent inconsistent with this Agreement Agreement, the Plan, or the Plan;Restructuring Transactions; or (gc) move for an order (which order may be Without limiting the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection generality of any executory contract or unexpired leaseSection 5.02(a), other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is otherwise expressly contemplated by the Plan or the Definitive Documents or consented to by XBP in writing, no Debtor shall: (whichi) amend or modify its governing documents or propose any amendment to any of its governing documents of a Debtor; (ii) (A) issue, for the avoidance deliver, sell, grant, dispose of, pledge or otherwise encumber any shares of doubtcapital stock of any class or any other equity interest or any rights, contemplates assumption warrants, options, calls, commitments or any other agreements of all executory contracts and unexpired leases any character to purchase or acquire any securities of a Debtor, (B) redeem, purchase or otherwise acquire any outstanding securities of a Debtor, or any rights, warrants, options, calls, commitments, convertible securities or any other agreements of any character to acquire any securities of a Debtor, (C) adjust, split, combine, subdivide or reclassify any securities of a Debtor, or (D) enter into, amend or waive any of the Debtorsrights under any contract with respect to the sale or repurchase of any securities of a Debtor; (iii) directly or indirectly acquire or agree to acquire in any transaction any equity interest in, or business of, any firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity or division thereof or the purchase (including by license, collaboration or joint development agreement) directly or indirectly of any properties or assets (other than purchases of supplies and inventory in the ordinary course of business and consistent with past practice); (iv) sell, pledge, dispose of, transfer, abandon, allow to lapse or expire, lease, license, mortgage or otherwise encumber or subject to any lien (including pursuant to a sale-leaseback transaction or an asset securitization transaction) any properties, rights or assets with a fair market value in excess of $100,000 individually or $250,000 in the aggregate; (v) incur, create, assume or otherwise become liable for any indebtedness for borrowed money (including the issuance of any debt security and the assumption or guarantee of obligations of any person) (or enter into a “keep well” or similar agreement) or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of a Debtor, except for (A) prepare or commence an avoidance action or other legal proceeding that challenges the amountletters of credit, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare trade credit or commence an avoidance action or other legal proceeding that challenges trade payables, in each case in the amountordinary course of business and consistent with past practice, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any subject to the approval of the acts described Bankruptcy Court, indebtedness to finance the Debtors Chapter 11 Proceedings; (vi) declare, set aside, make or pay any dividend or other distribution, whether payable in clauses cash, stock, property or otherwise, in respect of a Debtor; (vii) other than as required by applicable law or as required by the terms of a benefit plan of a Debtor as in effect on the date hereof (or adopted hereafter in compliance with this clause, (A) and increase the compensation or benefits (including severance benefits) of any current or former employees, officers, directors or other individual service providers of a Debtor, (B)) take any action to accelerate the vesting or payment, or prefund or in any other way secure the payment of, compensation or benefits under any benefit plan of a Debtor, (C) enter into, negotiate, establish, amend, extend or terminate any benefit plan or collective bargaining agreement of a Debtor, or (D) change any actuarial or other assumptions used to calculate funding obligations with respect to any benefit plan of a Debtor or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except insofar as may be required by GAAP, applicable law or regulatory guidelines; (iviii) enter into incur any commitment or agreement expense outside the ordinary course of business that is inconsistent with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this AgreementBudget in any material respect; (jix) make any material changes in respect financial accounting methods, principles or practices (or change an annual accounting period), except insofar as may be required by GAAP, applicable law or regulatory guidelines; (x) write up, write down or write off the book value of any person who is an insider material assets, except to the extent required by GAAP; (xi) (A) make, change or revoke any entity classification election for tax purposes or, except as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, other material tax election, (B) adopt or change any material method of tax accounting or change any tax accounting period, (C) enter into any “closing agreement” as described in Section 7121 of the Internal Review Code of 1986 (or any comparable or similar provisions of applicable law), or settle or compromise any liability with respect to material taxes (other than in connection with the Chapter 11 Proceedings), (D) file any material amended tax return or file any material tax return inconsistent with past practice, (E) consent to any extension or waiver of the limitations period applicable to any claim or assessment with respect of material taxes other than such extensions for filing tax returns obtained in the ordinary course of business, or (F) surrender any right to claim any material tax refund or credit; (xii) make or commit to any capital expenditures in excess of $500,000; (xiii) make any investment (by contribution to capital, property transfers, purchase of securities or otherwise) in, or loan or advance (other than travel and similar advances to its employees in the ordinary course of business) to, any Person; (xiv) hire, engage or terminate (other than a termination for cause or as part of an existing optimization plan in effect prior to the commencement of the Chapter 11 Cases) the employment or engagement of, any employee, individual independent contractor or consultant who earns or will earn annual base compensation in excess of $150,000; (xv) fail to maintain in effect material insurance policies covering a Debtor and their respective properties, assets and businesses; (xvi) (A) grant purchase any marketable securities or agree (B) change the investment guidelines with respect to grant a Debtor’s investment portfolio; (xvii) forgive any increase in the wagesloans to any employees, salaryofficers or directors of a Debtor, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiariesaffiliates; or (xviii) (A) sell, except for any increase that is done with the consent of the Required Consenting Creditors (transfer, assign, lease, license, covenant not to be unreasonably withheldenforce, conditionedcancel, dedicate to the public, disclaim, forfeit, reissue, reexamine or delayed); abandon or otherwise dispose of any rights to any intellectual property material to the Debtors, taken as a whole, other than licensing non-exclusive rights to third parties in the ordinary course of business, or (B) enter intodisclose to any Person any proprietary information, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements)except, or amend or agree in the ordinary course of business to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing a Person that is done with the written consent of the Required Consenting Creditors (not subject to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring Transactionsreasonable and appropriate confidentiality obligations.

Negative Commitments. Except as set forth may otherwise be permitted herein or as may be modified or waived in Section 7advance in writing by the Required Consenting Senior Noteholder, during the Agreement RSA Effective Period, each of the Company Consenting Star Buds Seller Note Parties and Consulting Party shall not not, directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and or consummation of the Restructuring Transactions described inof, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (ec) modify the Plan(i) execute, deliver, and/or file in whole or in partany Proceeding any agreement, in a manner that is not consistent with this Agreement in all material respects; (f) file any instrument, motion, pleading, order, form, or Definitive Documents with other document that is to be utilized to implement or effectuate, or that otherwise relates to, this Agreement and/or the Bankruptcy Court or any other court (Restructuring Transactions, including any modifications or amendments thereof) Definitive Documents, that, in whole or in part, is not materially (x) consistent in any material respect with this Agreement or the PlanRestructuring Transactions, or (y) otherwise in form and substance acceptable to the Required Consenting Senior Noteholder, or, if applicable, file any pleading in any Proceeding seeking authorization to accomplish or effect any of the foregoing, or (ii) waive, amend, or modify any of the Definitive Documents, or file in any Proceeding a pleading seeking to waive, amend, or modify any term or condition of any of the Definitive Documents, in either case, which waiver, amendment, modification, or filing contains any provision that is not (x) consistent in all material respects with this Agreement or the Restructuring Transactions, or (y) otherwise acceptable to the Required Consenting Senior Noteholder; (gd) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired leaseseek discovery in connection with, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayedprepare, or commence any proceeding or any other action (Bincluding any Restructuring Proceeding) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges (i) the amount, validity, allowance, character, enforceability, or priority of any Company Claims/Equity Interests of any of the Consenting Senior Notes Claim held by a Consenting Creditors; Noteholders, (Bii) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority perfection of any Credit Facility Claim held by a lien or other encumbrance securing any Company Claims/Equity Interests of any of the Consenting LenderSenior Noteholders, (iii) otherwise seek to restrict any contractual rights of any of the Consenting Senior Noteholders under the Senior Notes Documents; (iv) otherwise commence any action against any of the Consenting Senior Noteholders; or (Civ) support any third party Person in connection with any of the acts described in clauses (A) and (Bthis Section 9.02(d); (ie) seek, solicit, knowingly encourage, propose, assist in, consent to, or vote for, enter into into, pursue, consummate, or participate in any commitment discussions or any agreement with respect to debtor-in-possession financingany Person regarding, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement;any Alternative Restructuring Proposal; and (jf) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant announce publicly or agree announce to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors Consenting Senior Noteholders or any other holders of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, or issue any additional Company Claims/Equity Interests, their intention not to support or redeem, purchase, acquire, declare pursue any distribution on, or make any distribution on any Equity Interests other than pursuant to of the Restructuring Transactions.

Negative Commitments. Except as set forth in Section 7, during During the Agreement Effective Period, each Consenting Creditor, as applicable, severally, and not jointly, agrees in respect of the all of its Company Parties Claims/Interests that (subject to Sections 5.05 and 5.06) it shall not not, directly or indirectly, and shall not direct any other Entity to: (a) object to, delay, impede, or take any other action that is inconsistent with this Agreement or the Restructuring Transactions or that would reasonably be expected to interfere with acceptancewith, delay or impede the solicitation, implementation, or consummation of the Plan and the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheldseek, conditionedsolicit, pursue, propose, file, support, or delayed); provided that no such consent shall be required in relation to the Administration or vote for any Ancillary ProceedingsAlternative Restructuring Proposal; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, objection, pleading, or Definitive Documents 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 inconsistent with this Agreement, the Plan or the Restructuring Transactions; (d) take (directly or indirectly), or direct the Agent and/or the Indenture Trustee to take, any action to enforce or exercise any right or remedy for the enforcement, collection, or recovery of any of the Company Claims/Interests, including rights or remedies arising from or asserting or bringing any claims under or with respect to the RBL Credit Agreement and/or the Indenture to the extent inconsistent with this Agreement; provided further, that nothing in this Agreement shall prevent any Consenting Creditor from filing a proof of claim in the Chapter 11 Cases on behalf of its respective Company Claims; (e) 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 Restructuring Transactions 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); (f) object to, delay, impede, or take any other action to interfere with the Plan;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 (g) move for an order (which order may solely as to the Consenting Noteholders, object to or commence any legal proceeding challenging the adequate protection granted or proposed to be granted to the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent holders of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated RBL Claims under the Plan or this Agreement; (j) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring TransactionsCash Collateral Order.

Negative Commitments. Except as set forth in Section 78, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is materially inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other transactions described in this Agreement or the Definitive Documents; (dc) announce publicly, or announce seek to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the PlanDefinitive Documents, in whole or in part, in a manner that is not consistent with this Agreement and the Restructuring Term Sheet in all material respects; (fd) file any motion, pleading, or Definitive Documents with the Bankruptcy Court (if applicable) 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; (g) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (je) in respect commence any process to sell, transfer, dispose, or otherwise monetize all or any portion of the portfolio of registered intellectual property or any other material asset of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and Parties other than in the ordinary course of business; (f) other than in the ordinary course of business, (A) grant or agree make any written communication relating in any way to grant any increase in the wagescollective bargaining agreements, salarycontract negotiations, bonuspensions, commissions, retirement benefits, severance or other compensation postemployment benefit matters to current or benefits of former employees, retirees or their beneficiaries, PBGC, or any directorunion that has not been submitted two (2) Business Days in advance to the PW Ad Hoc Group and the Akin Ad Hoc Group, managerit being acknowledged and agreed that any communication about the assumption, officer rejection, termination, amendment, modification, or employee of other similar action with respect to any of the Debtors foregoing shall not be considered a communication in the ordinary course of business; (g) seek to amend or terminate any of their respective subsidiaries, except for any increase that is done with Renegotiated RingCentral Contracts without the consent of the Required Consenting Creditors Stakeholders; (not h) take any action, including commencing any adversary proceeding or filing any motion or pleading, that seeks the disgorgement of any Escrow Payment or asserts any entitlement to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any Escrow Cash in contravention of the foregoing that is done with distributions contemplated by the written Final DIP Order and the Plan before the Plan Effective Date; (i) commence the HoldCo Convertible Note Adversary Proceeding before the Plan Effective Date without the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed)Stakeholders; or (kj) authorizeenter into, create▇▇▇▇▇▇, renew, replace, or issue terminate any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to material definitive agreement (as such term is used under Form 8-K and applicable SEC rules and regulations) without the Restructuring Transactionsconsent of the Required Consenting Stakeholders.

Negative Commitments. Except as set forth in Section 7, during During the Agreement Effective Period, each Consenting Creditor severally, and not jointly, agrees in respect of the all of its Company Parties Claims that it shall not not, directly or indirectly, and shall not direct any other Entity to: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent object to, delay, impede or take any other action to interfere with Bankruptcy Court approval of the Required Consenting Creditors (not to be unreasonably withheldany ▇▇▇▇/KERP Plan, conditioned, or delayed); provided that no the terms of such consent programs shall be required in relation not substantively differ from the proposal provided to the Administration or any Ancillary ProceedingsAd Hoc Group Advisors and Ares on July 10, 2020; (c) take knowingly pursue, propose, file, support, solicit support for or vote for any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Alternative Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive DocumentsProposal; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents 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; (ge) move for an order exercise, take (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption directly or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayedindirectly), or (B) as is expressly contemplated by direct the Plan (whichAgent to take, any action to enforce or any right or remedy for the avoidance of doubtenforcement, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceabilitycollection, or priority recovery of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into Company Claims against the Company Parties, including rights or remedies arising from or asserting or bringing any commitment claims under or agreement with respect to debtor-in-possession financingthe 2016 Term Loan Claims, cash collateral usage, exit financing and/or other financing arrangements, 2017 Term Loan Claims or the Second Lien Notes Claims (as applicable) other than as expressly contemplated otherwise permitted under the Plan or this Agreement; (jf) in respect initiate, or have initiated on its behalf, any litigation or proceeding of any person who is an insider (as defined kind with respect to the Chapter 11 Cases, this Agreement, or the other Restructuring Transactions contemplated in the Bankruptcy Code) of this Agreement against the Company Parties, and Parties or the other Parties other than in the ordinary course of businessto enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; (g) support any effort to reject, (A) grant seek to modify, fail to perform, or agree any way take any action to grant any increase in the wagesdelay, salaryimpede, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of interfere with any of the Debtors Elk Hills Power Agreements except to the extent consistent with the 9019 Orders; (h) develop, promote or otherwise pursue the “bypass plan” involving the LTS-1 and LTS-2 gas processing plants and the 35R Cogen facility located in ▇▇▇▇ County, California or any of their respective subsidiaries, except for any increase that is done action with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed)a similar effect; or (ki) authorizeobject to, createdelay, impede, or issue take any additional Equity Interestsother action to interfere with the Company Parties’ ownership and possession of their assets, wherever located, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to interfere with the Restructuring Transactionsautomatic stay arising under section 362 of the Bankruptcy Code.

Negative Commitments. Except as set forth in Section 78.02, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action that would reasonably be expected to materially interfere with acceptance, implementation, implementation or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of of, the Restructuring Transactions described inTransactions, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (fc) file any motion, pleading, or Definitive Documents 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; (gd) move take any action, directly or indirectly, to contest or undermine the enforceability of this Agreement, any Definitive Document or any documentation related to the Senior Secured Claims or the Subordinated Claims (including any applicable intercreditor or subordination agreements in connection therewith); (e) seek to amend or modify the Definitive Documents in a manner that is materially inconsistent with this Agreement; (f) consummate or enter into a definitive agreement evidencing any material merger, consolidation, disposition of material assets, acquisition of material assets, or similar transaction, pays any dividend, or incurs any indebtedness for an order (which order may be borrowed money, in each case outside the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection ordinary course of any executory contract or unexpired lease, business and other than any assumption the Restructuring Transactions or rejection except (A) with the prior written consent of the Required Consenting Creditors, Senior Secured Creditors (not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors);; or (Ag) prepare except to the extent required by this Agreement or commence an avoidance action otherwise required to consummate the Restructuring Transactions or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (j) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheldSenior Secured Creditors, conditioned, take any action or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing inaction that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant would cause a change to the Restructuring Transactionstax classification, for United States federal income tax purposes or for purposes of any equivalent tax classification outside the United States, of any Debtor or affiliate thereof.

Negative Commitments. Except as set forth in Section ‎Section 7, during the Agreement Effective Period, each no Company Party shall, without the prior written consent of the Company Required Parties shall (such consent not to be unreasonably withheld), directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of of, the Restructuring Transactions described in, Transactions; (c) other than as provided for in the Transaction Term Sheet or this Agreement or in the Plan, including, but not limited toordinary course of business and consistent with past practice, (i) initiating enter into or amend, establish, adopt, restate, supplement, or otherwise modify or accelerate (x) any proceeding deferred compensation, incentive, success, retention, bonus, or taking any other action to oppose compensatory arrangements, policies, programs, practices, plans, or agreements, including, without limitation, offer letters, employment agreements, consulting agreements, severance arrangements, or change in control arrangements with or for the execution or delivery benefit of any employee, or (y) any contracts, arrangements, or commitments that entitle any current or former director, officer, employee, manager, or agent to indemnification from the Company Party, or (ii) amend or terminate any existing compensation or benefit plans or arrangements (including employment agreements); (d) other than as provided for in the Transaction Term Sheet, make any payment on, or redeem, repurchase, defease, or otherwise acquire or retire for value, or create, incur, or assume any indebtedness (including any indebtedness arising or outstanding under the Credit Agreement) other than indebtedness incurred in the ordinary course of business (including ordinary course payment of interest and fees) and consistent with past practice and not prohibited by the Credit Agreement (which, for the for the avoidance of doubt, shall not include any indebtedness arising or outstanding under this Agreement); (e) other than in the ordinary course of business and consistent with past practice or this Agreement, including as provided for in the Transaction Term Sheet, (i) enter into any settlement regarding any material Claims or Causes of Action, (ii) enter into any material agreement that is not materially consistent with this Agreement, (iii) amend, supplement, modify, or terminate any material agreement in a way that is not materially consistent with this Agreement, (iv) allow any material agreement to expire if such expiration would frustrate or impede consummation of the Definitive DocumentsTransactions, the performance of or (v) allow any obligations of any party material permit, license or regulatory approval to any of lapse, expire, terminate or be revoked, suspended or modified; (f) seek to modify the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Transaction Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, Sheet in whole or in part, in a manner that is not consistent with this Agreement (including the Transaction Term Sheet) in all material respects; (fg) file any motion, pleading, or Definitive Documents with the Bankruptcy Court any court or any other court Governmental Entity (including any modifications or amendments thereof) that, in whole or in part, that is not materially consistent inconsistent with this Agreement or (including the PlanTransaction Term Sheet) in any material respect; (gi) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption seek discovery in connection with, prepare, or rejection of commence any executory contract proceeding or unexpired lease, other than any assumption or rejection except action that challenges (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Company Claims/Interests of any of the Consenting Creditors; Stakeholders, or (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority perfection of any Credit Facility Claim held by a lien or other encumbrance securing, or purporting to secure, any Company Claims/Interests of any of the Consenting Lender; Stakeholders or (Cii) support any third party Person in connection with any of the acts described in clauses clause (Ai) and (Bof this Section ‎6.02(h); (i) enter into any commitment consummate the Transactions unless each of the conditions to the consummation of such transactions set forth in the Transaction Term Sheet has been satisfied (or agreement waived by the applicable Persons in accordance with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement‎Section 13); (j) in enter into any agreement with respect to, or otherwise consummate, any transaction or series of any person who is an insider (as defined in the Bankruptcy Code) of the Company Partiesrelated transactions that would give rise to a Prohibited Transaction, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with attempted Prohibited Transaction shall be null and void absent the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of Revolving Lenders and the Required Consenting Creditors Term Lenders (not for the avoidance of doubt, nothing in this Section ‎6.02(j) shall prevent any Party from executing this Agreement or taking actions required to be unreasonably withheldconsummate the Transactions and execute the Definitive Documents (including the Second Lien Credit Agreement)); (k) other than as provided for in the Transaction Term Sheet, conditionedthis Agreement, or delayedthe Definitive Documents, enter into any Affiliate transaction with Carlyle or its Affiliates (other than another Company Party); or (kl) authorizesubject in all respects to ‎Section 7, createsolicit, initiate, endorse, propose, file, support, approve, or issue otherwise promote any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring TransactionsAlternative Transaction Proposal.

Negative Commitments. Except as set forth in Section 77 of this Agreement, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions and Settlement described in, in this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (ec) modify the PlanPlan Documents, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (fd) file any motion, pleading, or Definitive Documents 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, the Settlement or the Plan; (ge) withdraw or revoke the Plan or publicly announce its intention not to pursue the Plan; (f) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing or directing the assumption or rejection of any executory contract a Material Executory Contract or unexpired lease, other than any assumption or rejection except (A) with Unexpired Lease without the prior written consent of the Required Consenting CreditorsRevolving Lenders, which consent shall not to be unreasonably withheld, conditioned or delayedand in consultation with the Required Ad Hoc Term Loan Lender Group, or (B) as is expressly contemplated by the Plan (whichRequired Consenting Term Loan Lenders, for and the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors)Ad Hoc Senior Noteholder Group; (Ag) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, enforceability or priority of any Senior Notes Claim held by a Consenting Creditors; the obligations under the Credit Agreement; (Bh) prepare or commence an avoidance action or other legal proceeding that challenges the amountcommence, validity, allowance, character, enforceabilitysupport, or priority of join any Credit Facility Claim held by a litigation or adversary proceeding against the Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B)Stakeholders; (i) issue, sell, pledge, dispose of or encumber any additional shares of, or any options, warrants, conversion privileges or rights of any kind to acquire any shares of, any of its Equity Interests, including capital stock or limited liability company interests; (j) amend or propose to amend its respective certificate or articles of incorporation, bylaws or comparable organizational documents in a manner inconsistent with this Agreement or the Plan; (k) split, combine or reclassify any outstanding shares of its capital stock or other Equity Interests, or declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to any of its Equity Interests; (l) redeem, purchase, or acquire or offer to acquire any of its Equity Interests, including capital stock or limited liability company interests; (m) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usagecollateral, and/or exit financing and/or other financing arrangements, other than as expressly the facilities contemplated under the DIP Facility, the Exit Financing Documents, the Plan or Documents, this Agreement, the Plan, or the Term Sheets; (jn) in respect incur or suffer to exist any indebtedness or debt, or guarantee any indebtedness or enter into any “keep well” or other agreement to maintain any financial condition of any person who is an insider (as defined in another person, except indebtedness existing and outstanding immediately before the Bankruptcy Code) of the Company PartiesPetition Date, trade payables, liabilities arising and other than incurred in the ordinary course of business, and indebtedness arising under the DIP Facility; (Ao) grant change materially its financial or agree tax accounting methods, except insofar as may have been required by a change in GAAP or applicable law, or revalue any of its material assets; (p) other than with respect to grant the Amended Management Employment Agreements, enter into, adopt or amend any other management employment agreements or management compensation or incentive plans, or increase in any manner the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits (including severance) of any director, managerofficer, officer or management level employee of any of the Debtors Company Parties or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, enter into or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing employee agreements or any benefit or compensation or employee benefit plans or arrangements (including employment agreements)plans, except for any in the ordinary course of the foregoing that is done business consistent with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditionedpast practices in each case, or delayed)except as may be expressly permitted under this Agreement or the Plan; orand (kq) authorizeincur any liens or security interest, createother than those existing immediately prior to the date hereof, those permitted under the DIP Facility, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to those granted under the Restructuring TransactionsDIP Facility.

Negative Commitments. Except as set forth in Section 7, during During the Agreement Effective Period, each Consenting Creditor agrees, severally and not jointly, in respect of the all of its Company Parties Claims/Interests, that it shall not directly or indirectly: (ai) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (bii) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, file or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent join in any material respect withmotion, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motionobjection, pleading, or Definitive Documents other document with the Bankruptcy Court, Israeli Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is inconsistent with this Agreement; (iii) exercise any remedies or otherwise take any enforcement action prior to the Termination Date with respect to any Default or Event of Default, whether or not materially consistent with existing as of the date of this Agreement or which may occur or be deemed to occur during the Plan; effectiveness of this Agreement (geach as defined in the Senior Notes Indenture or the Loan and Security Agreement, as applicable) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption including, but not limited to, any Default or rejection Event of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as Default that is expressly contemplated caused solely by the Plan (whichCompany’s entry into this RSA or the Definitive Documents and the Restructuring Transactions contemplated herein and therein), under the Senior Notes Indenture or the Loan and Security Agreement, as applicable, provided that, for the avoidance of doubt, contemplates assumption of following the Termination Date (if applicable), the Consenting Creditors shall be entitled to exercise all executory contracts rights and unexpired leases remedies pursuant to the terms of the Debtors);Senior Notes Indenture, Loan and Security Agreement, and/or applicable law; and (Aiv) prepare initiate, or commence an avoidance action have initiated on its behalf, any litigation or proceeding of any kind 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; provided, that any Consenting Creditor may file motions, pleadings, or other legal proceeding that challenges documents with the amountBankruptcy Court, validity, allowance, character, enforceability, Israeli Court or priority of any Senior Notes Claim held by a Consenting Creditors; other court (Bincluding any modifications or amendments thereof) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated its or their rights under the Plan any Definitive Document and relating to or arising from matters and rights not specifically set forth in this Agreement; (j) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring TransactionsTerm Sheet.

Negative Commitments. Except as set forth in Section 7, during (a) During the Agreement Effective PeriodPeriod as to each Consenting Creditor Party, such Consenting Creditor Party agrees (in the case of each Consenting Lender, in respect of all of its Company Claims/Interests presently owned (as detailed on the Company Parties signature pages attached hereto) and hereafter acquired, in each case, 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, and it shall not direct any other Entity to: (ai) object to, delay, impede, or take any other action to interfere with with, delay, or impede the acceptance, implementationconsummation, or consummation implementation of the Plan or the Restructuring Transactions; (bii) pursue an Implementation Mechanism seek, solicit, propose, file, support, vote in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheldfavor of, conditionedassist, engage in negotiations in connection with, or delayed); provided that no such consent shall be required participate in relation to the Administration formulation, preparation, filing, or prosecution of any Ancillary ProceedingsAlternative Restructuring Proposal; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents 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 inconsistent with this Agreement or the PlanRestructuring Transactions; (giv) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption initiate, or rejection have initiated on its behalf, any litigation or proceeding of any executory contract kind that is inconsistent with this Agreement or unexpired lease, the Restructuring Transactions against the Debtors or the other than any assumption or rejection except Parties (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (whichit being understood, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of that any litigation or proceeding to enforce this Agreement or any Definitive Document or that is otherwise permitted under this Agreement shall not be construed to be inconsistent with this Agreement or the DebtorsRestructuring Transactions); (Av) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceabilityexercise, or priority direct any other Person to exercise, any right or remedy for the enforcement, collection, or recovery of any Senior Notes Claim held by Company Claims/Interests in a Consenting Creditorsmanner that is inconsistent with this Agreement; or (Bvi) prepare or commence an avoidance action or other legal proceeding that challenges the amountobject to, validitydelay, allowance, character, enforceabilityimpede, or priority take any other action to interfere with the Debtors’ ownership and possession of any Credit Facility Claim held by a Consenting Lender; their assets, wherever located, or (C) support any third party in connection interfere with any the automatic stay arising under section 362 of the acts described Bankruptcy Code or any stay in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangementsthe Canadian Recognition Proceeding, other than as expressly contemplated under the Plan or permitted by this Agreement; (j) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring Transactions.

Negative Commitments. Except as set forth in Section 7, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, implementation and consummation of the Restructuring Transactions described in, this Agreement or Agreement, the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive DocumentsDocument; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (ec) modify or supplement any Definitive Document (including the Plan), in whole or in part, in a manner that is not consistent inconsistent in any material respect with this Agreement in all material respectsAgreement; (fd) to the extent inconsistent with this Agreement, transfer any asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any person or entity outside the ordinary course of business without the consent of the Required Consenting Creditors, which consent shall not be unreasonably withheld, conditioned, or delayed; (e) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent inconsistent in any material respect with this Agreement or the PlanRestructuring Term Sheet; (f) incur any liens or security interests, except as permitted under the DIP Orders; (g) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-debtor in possession financing, financing or the use of cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan DIP Term Loan Credit Agreement and the DIP Revolving Loan Credit Agreement unless such commitment or agreement satisfies the DIP Term Loan Credit Agreement and the DIP Revolving Loan Credit Agreement obligations in full in cash and such commitment or agreement complies in all respects with this Agreement; (jh) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with without the consent of the Required Consenting Creditors (Creditors, which consent shall not to be unreasonably withheld, conditionedengage in any merger, consolidation, disposition, asset sale, acquisition, investment, dividend, incurrence of indebtedness or delayed); other similar transaction outside of the ordinary course of business other than the Restructuring Transactions; (i) commence, support or (B) enter into, adopt join any litigation or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for adversary proceeding against any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed)Creditors; or (kj) authorizeseek, createsolicit, propose or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the support an Alternative Restructuring TransactionsProposal.

Negative Commitments. Except as set forth in Subject to Section 75 hereof, during the Agreement Effective Period, each Consenting Stakeholder agrees, severally, and neither jointly, nor jointly and severally, in respect of the all of its Company Parties Claims, that it shall not, directly or indirectly, and shall not direct any of its Affiliates, directly or indirectly: (a) object to, delay, impede, oppose, or take any other action or encourage or direct any other Person or Entity to take any action, to interfere or that would be inconsistent with acceptance, implementation, or consummation of the Transactions; (b) solicit, participate in, negotiate, propose, support, deliver consents with respect to, tender any securities of the Company Parties in connection with, or vote for any Alternative Transaction or any other transaction other than the Transactions; (c) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Transactions or this Agreement against the Company Parties or the other Parties; provided that nothing in this Agreement shall limit the right of any Consenting Stakeholder to exercise any right or remedy available to it to enforce this Agreement or any other Definitive Document or as otherwise permitted under this Agreement; (d) exercise, or direct any other Person to exercise, any right or remedy for the enforcement, collection, or recovery of any of its Company Claims, including as such actions may relate to the Company Parties’ ownership and possession of their assets, other than in accordance with this Agreement and the other Definitive Documents; (e) direct any applicable Agent/Trustee to take any action or solicit, encourage, or support any other person to take any action inconsistent with such Consenting Stakeholders’ obligations under this Agreement; (f) object to, delay, impede, or take any other action to interfere with acceptancethe Company Parties’ ownership and possession of their assets, implementationwherever located; or (g) provide direction or otherwise cause any applicable Agent/Trustee to object to, delay, impede, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose or interfere, directly or indirectly, in any material respect with the execution approval, acceptance, or delivery of any implementation of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents 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; (g) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (j) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring Transactions.

Negative Commitments. Except as set forth in Section 7, during During the Agreement Effective Period, each except (A) as required by contracts existing on the date hereof or applicable Law, (B) with the consent of the Company Parties Debtors and the Consenting Stakeholders, or (C) as contemplated, allowed, or required by the Plan or this Agreement, XBP agrees that it shall not not, directly or indirectly:indirectly (including directing or encouraging any person, trustee, agent, or entity to): (a) take any action that is inconsistent with this Agreement or the Restructuring Transactions or take any other action that would reasonably be expected to interfere with, delay, or impede the effectiveness of the Plan and the consummation of the Restructuring Transactions; (b) object to, delay, impede, or take any other action (including by directing or encouraging any other entity or person to take any action) to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (bc) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheldpropose, conditionedfile, seek, solicit, support, or delayed); provided that no such consent shall be required in relation to the Administration or vote for any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Alternative Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive DocumentsTransaction; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents 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, the Consenting Stakeholder PSA, or the Plan; (ge) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption initiate, or rejection have initiated on its behalf, any litigation or proceeding of any executory contract kind with respect to the Chapter 11 Cases, this Agreement, or unexpired lease, the other Restructuring Transactions contemplated herein against the Debtors other than to enforce this Agreement or any assumption Definitive Document or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors)otherwise permitted under this Agreement; (Af) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceabilityexercise, or priority direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Senior Notes Claim held by a Consenting Creditors; of Claims against or Equity Interests in the Debtors; (Bg) prepare sell, transfer, lease or commence an avoidance action or other legal proceeding that challenges otherwise dispose of any material portion of its assets outside the amount, validity, allowance, character, enforceabilityordinary course of business; (h) incur any material indebtedness, or priority guarantee any indebtedness of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any another entity outside the ordinary course of the acts described in clauses (A) and (B)business; (i) enter into issue any commitment Interests or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than Transfer any ownership (including any beneficial ownership as expressly contemplated defined in Rule 13d-3 under the Plan Securities Exchange Act of 1934, as amended) in any Interests to any affiliated or this Agreement;unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, except pursuant to XBP’s existing equity incentive plan or, solely to the extent needed to fund any obligations of XBP under or related to the Plan, in public offerings pursuant to the Company’s existing shelf registration statement; or (j) in respect object to, delay, impede, or take any other action (including by directing or encouraging any other Entity to take any action) to interfere with the Debtors’ ownership and possession of any person who is an insider (as defined in their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring Transactions.

Negative Commitments. Except as set forth in Section 75.03 or with the prior written consent of the Required Consenting Stakeholders (subject to the I Squared Consent Right, the Consenting Revolving Lenders Consent Right and the Consenting Equity Holders Consent Right, as applicable), which consent shall not be unreasonably withheld, conditioned, or delayed, during the Agreement Effective Period, each of the Company Parties Party shall not directly or indirectly, and shall cause their respective subsidiaries not to: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring TransactionsRestructuring, the I Squared Infrastructure Sale, or the Plan; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described inRestructuring, this Agreement the I Squared Infrastructure Sale, or the Plan, including, but not limited to, ; (ic) initiating any proceeding or taking any other action to oppose modify the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this I Squared Infrastructure Sale Agreement, the Restructuring Term SheetI Squared Infrastructure Sale Agreement Amendment, the Plan, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the PlanDocument, in whole or in part, in a manner that is not consistent with this Agreement in all any material respectsrespect; (fd) file any motion, pleading, or Definitive Documents Document (including any modifications or amendments thereof) 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 (including the consent rights of the applicable Consenting Stakeholders set forth in this Agreement as to the form and substance of such motion, pleading, or other Definitive Document) or the Plan; (e) except with respect to the I Squared Infrastructure Sale, any transaction contemplated by the First Day Pleadings (on the terms set forth in such First Day Pleading and any agreement or form of agreement attached thereto), or otherwise consented to in writing by the Required Consenting Creditors prior to the Agreement Effective Date, (i) sell (including by means of any sale leaseback transaction and by means of merger, consolidation, amalgamation and liquidation), lease, mortgage, pledge, grant, or incur any encumbrance on, or otherwise Transfer, any material properties or material assets of the Company, including any Equity Interests or, in the case of any Credit Party, sell (including by means of any sale leaseback transaction and by means of merger, consolidation, amalgamation and liquidation), lease, mortgage, pledge, grant, or incur any encumbrance on, or otherwise Transfer, any assets, including any Equity Interests, directly owned by such Credit Party to any Subsidiary of the Parent that is not a Credit Party outside the ordinary course of business, (ii) purchase, lease, or otherwise acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any material assets or material properties, or (iii) commence any liquidation or wind down process with respect to any Company Party’s business or enter into any agreement or arrangement, or modification to any agreement or arrangement, in connection therewith; (f) (i) enter into or amend any employee benefit, deferred compensation, incentive, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans or agreements, including offer letters, employment agreements, consulting agreements, severance arrangements, or change in control arrangements with respect to the Company’s executive officers unless approved by the Compensation Committee of the Board of Directors of the Parent and a majority of the members of the Strategic Planning Committee appointed in January 2021 (▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ III, and ▇▇▇▇▇▇ ▇▇▇▇▇) (“Majority SPC Member Approval”); provided, that for the avoidance of doubt, retention payments, including to senior management, will be paid prior to filing the Chapter 11 Cases as contemplated in the GTT Communications, Inc. PTL Forecast #9, dated August 12, 2021, provided by the Company; or (ii) make any change to any post-employment, retirement, or similar plan or program, severance agreement, or similar arrangement (in each case, other than in the ordinary course of business consistent with past practices or pursuant to a plan, program, agreement, arrangement or policy) in effect as of the Agreement Effective Date with respect to any former insider (as of the Agreement Effective Date) unless such actions and payments are approved by the Compensation Committee of the Board of Directors of the Parent and receive Majority SPC Member Approval; provided, that for the avoidance of doubt, changes with respect to employee benefit, deferred compensation, incentive, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans or agreements, including offer letters, employment agreements, consulting agreements, severance arrangements with respect to non-executive officers can be made in the ordinary course of business; (g) move for an order amend, modify, supplement, waive, or otherwise change, or consent or agree to any amendment, modification, supplement, waiver, or other change to the terms or provisions contained in any Company Party’s Corporate Governance Documents that would reasonably be expected to adversely affect the Consenting Creditors in any material respect; (h) reject executory contracts or unexpired leases without the consent of the Required Consenting Creditors, which order may consent shall not be unreasonably withheld, conditioned, or delayed; provided, that the Confirmation OrderCompany shall use commercially reasonable efforts to provide three (3) from Business Days’ prior written notice to the Bankruptcy Court authorizing the assumption or Consenting Creditors’ Advisors of any rejection of any executory contract or unexpired lease, other than which notice shall include an analysis underlying the Company’s decision to reject such executory contract or unexpired lease, including adequate information supporting such analysis and decision and, absent written notification to the Company Advisors during that period that the Required Consenting Creditors do not consent, the Consenting Creditors shall be deemed to have consented to any such rejection; provided further that the Required Consenting Creditors shall have reasonable consultation rights with respect to the assumption or rejection of all I Squared Infrastructure Sale Transaction Documents by the applicable Debtor(s) party to each I Squared Infrastructure Sale Transaction Document; (i) pay any prepetition Claim held by any of the Debtors’ vendors except (A) in compliance with the prior written First Day Pleadings and the budgets in connection with the Priming Facility Credit Agreement and/or the Cash Collateral Orders; (j) enter into or amend, adopt, restate, supplement or otherwise modify in any material respect any contracts or leases involving payments by the Company that are inconsistent with the Approved Budget without consent of the Required Consenting Creditors, which consent shall not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (j) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); ; (k) file any motion with the Bankruptcy Court seeking the entry of an order (i) directing the appointment of a trustee or examiner (Bwith expanded powers beyond those set forth in sections 1106(a)(3) enter into, adopt or establish any new compensation or employee benefit plans or arrangements and (including employment agreements4) of the Bankruptcy Code), or amend or agree (ii) converting the Chapter 11 Cases to amend any existing compensation or employee benefit plans or arrangements cases under chapter 7 of the Bankruptcy Code, (including employment agreements), except for iii) dismissing any of the foregoing that is done with Chapter 11 Cases, or (iv) challenging the written consent validity, enforceability, perfection, or priority of, or seeking avoidance or subordination of, any portion of the Required Consenting Creditors Creditor Claims or the liens securing the Consenting Creditor Claims, or asserting any other cause of action against and/or with respect or relating to any portion of the Consenting Creditor Claims or the liens securing the Consenting Creditor Claims (not as applicable); (l) incur Indebtedness (as defined under the Credit Agreement) described in clause (i) of the definition thereof in the Credit Agreement, other than (x) Indebtedness incurred pursuant to Section 7.04(e) of the Credit Agreement and (y) Indebtedness incurred in the ordinary course of business pursuant to Section 7.04(k) of the Credit Agreement or permit, authorize, or take any action (or otherwise assist in a third party in taking any action) that grants any lien on any property of the U.S. Borrower or subsidiary thereof to secure (or purport to secure) the Senior Notes; (m) make, or cause to be unreasonably withheldmade, conditioned, any payment with respect to principal (other than amortization) due on account of 2018 Credit Facility Claims or delayed)Senior Notes Claims other than in accordance with this Agreement; (n) replace ▇▇▇▇▇▇ ▇▇▇▇▇ on the Board of Directors of the Parent and/or the Strategic Planning Committee with an individual who has a material relationship with any holders of Company Claims/Interests; (o) consummate the I Squared Infrastructure Sale or cause or permit the I Squared Infrastructure Sale Proceeds Paydown to occur prior to the satisfaction of the RSA Holdings Condition; or (kp) authorize, create, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than agree to set-off from the Deferred Consideration with the Buyer pursuant to clause 3.19 of the Restructuring TransactionsI Squared Infrastructure Sale Agreement without obtaining a Bankruptcy Court order authorizing relief from the automatic stay, on notice and an opportunity for applicable stakeholders to object to any such agreement.

Negative Commitments. Except as set forth in Section 7, during (i) During the Agreement Effective Support Period, subject to the terms and conditions hereof, each Consenting Creditor agrees, severally, and not jointly, in respect of the Company Parties all Covered Claims held, that it shall not, and shall cause its Covered Affiliates not to, directly or indirectly: (aA) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (bB) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheldsolicit, conditionedinitiate, encourage, propose, or delayed); provided that no such consent shall be required in relation to the Administration otherwise agree to, support, endorse, or approve any Ancillary ProceedingsAlternative Transaction; (cC) take any action that is inconsistent in any material respect withinitiate, or is intended have initiated on its behalf, any litigation or proceeding of any kind with respect to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the PlanTransactions contemplated herein against the Company or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; (D) exercise, includingor direct any other Person to exercise, but not limited any right or remedy for the enforcement, collection, or recovery of any Claims against the Company; (E) object to, delay, impede, or take any other action to interfere with the Company’s ownership and possession of their assets, wherever located; (iF) initiating any proceeding provide direction or taking otherwise cause the Agent or the 4.125% Secured Notes Trustee to object to, delay, impede or take any other action to oppose or interfere, directly or indirectly, in any material respect with the execution approval, acceptance or delivery implementation of the Transactions; (G) direct the Agent or the 4.125% Secured Notes Trustee, as the case may be, to take any action nor solicit, encourage, or support any other person to take any action inconsistent with such Consenting Creditor’s obligations under this Agreement; (H) (A) take any action, directly or indirectly, that would reasonably be expected to prevent, interfere with, materially delay, or impede the consummation of the Transactions; (B) directly or indirectly propose, file, support, vote for, consent to, or take any other action in furtherance of the negotiation of any Alternative Transaction; or (C) direct, or direct any other person to, take any action that would, or would reasonably be expected to, breach this Agreement, or object to, or materially and intentionally delay, or take any other negative action, directly or indirectly, to interfere with the implementation of the Transactions; or (I) direct, or direct any other person to, exercise any right or remedy for the enforcement, collection, or recovery of any of the Definitive DocumentsCreditor Claims against the Company, the performance of including in connection with any payment obligations of any party to any the Company under the Existing Funded Debt Documents that come due during the Support Period or would, as the result of an enforcement of rights or remedies, come due, other than (i) in accordance with this Agreement and/or the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating in connection with (a) any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, regularly scheduled interest payments or (iiib) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreementmandatory prepayments; provided, however, nothing herein shall limit (i) the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any rights and remedies of the Consenting Creditors or other holders any of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents 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 their Covered Affiliates under this Agreement or (ii) the Plan; (g) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent ability of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (j) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors Creditors or any of their respective subsidiaries, except for Covered Affiliates to participate in the incurrence of any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, Other First Out First Lien Debt as a lender or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring Transactionsinvestor.

Negative Commitments. Except as set forth in Section 7, during During the Agreement Effective Period, each Consenting Stakeholder agrees, severally, and not jointly, in respect of the all of its Company Parties Claims/Interests, that it shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheldpropose, conditionedfile, support, or delayed); provided that no such consent shall be required in relation to the Administration or vote for any Ancillary ProceedingsAlternative Restructuring Proposal; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents 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; (gd) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption initiate, or rejection have initiated on its behalf, any litigation or proceeding of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement kind with respect to debtor-in-possession financingthe Chapter 11 Cases, cash collateral usagethis Agreement, exit financing and/or or the other financing arrangements, Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as expressly contemplated otherwise permitted under the Plan or this Agreement; (je) in respect exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any person who is an insider (as defined in of the Bankruptcy Code) of Company Claims/Interests against the Company Parties, and other than in to enforce this Agreement, the ordinary course DIP Orders, the DIP Facility Documents, the Plan, the Confirmation Order, or any other Definitive Document or as otherwise permitted under this Agreement; (f) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of businesstheir assets, (A) grant wherever located, or agree to grant any increase in interfere with the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any automatic stay arising under section 362 of the Debtors Bankruptcy Code; (g) solely as to the Consenting Noteholders, object to or commence any of their respective subsidiaries, except for any increase that is done with legal proceeding challenging (i) the consent adequate protection granted or proposed to be granted to the holders of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); RBL Claims under the DIP Orders or (Bii) enter into, adopt the DIP Facility Documents or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any the entry of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed)DIP Orders; or (kh) authorizeobject to, createdelay, impede, or issue take any additional Equity Interests, other action to interfere with any motion or redeem, purchase, acquire, declare any distribution on, other pleading or make any distribution on any Equity Interests other than pursuant to document filed by a Company Party in the Restructuring TransactionsBankruptcy Court that is consistent with this Agreement.

Negative Commitments. Except as set forth in Section 7, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of of, the Restructuring Transactions described inin this Agreement, this Agreement or the PlanRestructuring Term Sheet, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, Plan; (iic) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (fd) file any motion, pleading, or Definitive Documents 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, the Restructuring Term Sheet, or the Plan; (e) solicit, initiate, endorse, propose, file, support, approve, or otherwise promote or advance any Alternative Restructuring Proposal, subject to Section 7.02; (f) take any action inconsistent with the Intercreditor Agreement; (g) move for an order take any action (which order may be i) challenging the Confirmation Ordervalidity, enforceability, perfection, or priority of, or seeking avoidance or subordination of, the DIP Claims, the Prepetition EPC Claims, the Prepetition RCF Claims, or the Prepetition Term Loan Claims, or, in each case, the Liens securing such Claims or (ii) from otherwise seeking to impose liability upon or enjoin the DIP Secured Parties, CTCI, the Consenting RCF Lenders, or the Consenting Term Loan Lenders; (h) sell, or file any motion or application seeking to sell, any material assets (including, without limitation, any sale and leaseback transaction and any disposition under Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired leaseCode section 363), other than any assumption or rejection except (A) with in the ordinary course of business, in respect of transactions for total net cash proceeds of more than $2,000,000 in the aggregate for each fiscal year without the prior written consent of the Required Consenting Creditors, not to Stakeholders (which may be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (Bemail); (i) enter into any commitment or agreement with respect subject in all respects to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangementsthe Restructuring Term Sheet, other than in the ordinary course of business or as expressly contemplated under required by Law or regulation, (i) enter into or amend, establish, adopt, restate, supplement, or otherwise modify or accelerate (x) any deferred compensation, incentive, success, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans, or agreements, including, without limitation, offer letters, employment agreements, consulting agreements, severance arrangements, or change in control arrangements, or (y) any contracts, arrangements, or commitments that entitle any employee or director to indemnification from the Plan Company Parties, or this Agreement(ii) amend or terminate any existing compensation or benefit plans or arrangements (including employment agreements), in each case without the prior written consent of the Required Consenting Stakeholders (which may be by email); (j) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (Ai) grant enter into any material settlement regarding any Claims or agree Interests (other than as allowed by the DIP Orders or orders approving the First Day Pleadings), (ii) enter into any material agreement that is materially inconsistent with this Agreement, (ii) amend, supplement, or otherwise modify, or terminate, any material agreement in a way that is materially inconsistent with this Agreement, (iii) knowingly allow any material agreement to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance expire if such expiration would frustrate or other compensation or benefits of any director, manager, officer or employee of any impede consummation of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditionedRestructuring Transactions, or delayed); or (Biv) enter intoknowingly allow any material permit, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements)license, or amend regulatory approval to lapse, expire, terminate, or agree to amend any existing compensation be revoked, suspended, or employee benefit plans or arrangements (including employment agreements)modified, except for any of in each case without the foregoing that is done with the prior written consent of the Required Consenting Creditors Stakeholders (not to which may be unreasonably withheld, conditioned, or delayedby email); or; (k) authorizefile with any court any motion, createpleading, or issue Definitive Document (including any additional Equity Interestsmodifications or amendments thereto) that, in whole or redeemin part, purchaseis materially inconsistent with this Agreement; (i) operate its business outside the ordinary course, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring Transactions, or (ii) other than in the ordinary course of business or as contemplated by this Agreement or the Restructuring Transactions transfer any material asset or right of the Company Parties (or their Affiliates) or any material asset or right used in the business of the Company Parties (or their Affiliates) to any person or entity; (m) other than in the ordinary course of business or as contemplated by this Agreement or the Restructuring Transactions engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction; and (n) pay prepetition indebtedness, except as expressly provided for herein, the DIP Documents, the New CTCI Documents, or pursuant to orders entered upon pleadings in form and substance reasonably satisfactory to the Required Consenting Stakeholders.

Negative Commitments. Except as set forth in Subject to Section 76 hereof, during the Agreement Effective Period, each Consenting Noteholder agrees, severally, and neither jointly, nor jointly and severally, to the extent permitted by Law and subject to the other terms hereof, in respect of all of its Company Claims, that it shall not, directly or indirectly, and shall not direct or encourage any of its Affiliates or any third party to: (a) object to, materially delay, materially impede, or take any other action to interfere or that would be inconsistent with the acceptance, implementation, or consummation of the Recapitalization Transaction; (b) solicit, participate in, negotiate, propose, support, deliver consents with respect to, tender any securities of the Company Parties shall not directly in connection with, or indirectly:vote for any Alternative Transaction or any other transaction relating to some or all of the Company Claims other than the Recapitalization Transaction; (ac) initiate, join, participate in, or pursue or have initiated, joined, participated in or pursued on its behalf, any Relevant Litigation (including, upon entry of the stipulation and proposed order as contemplated by Exhibit F, the New York Litigation) until the termination of this Agreement against the Company Parties or the other Parties; provided that nothing in this Agreement shall limit the right of any Consenting Noteholder to exercise any right or remedy available to it to enforce this Agreement or any Definitive Document or as otherwise not prohibited under this Agreement; (d) take any action or encourage any other person or Entity to take any action that is inconsistent in any material respect with, or would have an adverse impact upon, or that is intended to or reasonably likely to frustrate, impede, or delay approval of the implementation or consummation of the Recapitalization Transaction; (e) exercise, direct, assist, support or instruct any other Person to exercise, any right or remedy for the enforcement, collection, or recovery of any of its Company Claims (including any Enforcement Action), including as such actions may relate to the Company Parties’ ownership and possession of their assets, other than in accordance with this Agreement and the Definitive Documents, in each case, as otherwise not prohibited by this Agreement or as otherwise agreed to by the Company and Sponsor; (f) object to, delay, impede, or take any other action to interfere with acceptancethe Company Parties’ ownership and possession of their assets, implementationwherever located, or other than in accordance with this Agreement and the Definitive Documents, in each case, unless expressly permitted by this Agreement; (g) consummate the Recapitalization Transaction unless each of the conditions to the consummation of the Restructuring TransactionsRecapitalization Transaction set forth in this Agreement or any other Definitive Document has been satisfied (or waived by the applicable Persons in accordance with Section 18); (bh) pursue an Implementation Mechanism in England and Wales without provide direction or otherwise cause any applicable agent, trustee, security agent or security trustee (howsoever defined) under the prior consent of the Required Consenting Creditors (not Existing Documents to be unreasonably withheldobject to, conditioneddelay, impede, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose or interfere, directly or indirectly, in any material respect with the execution approval, acceptance, or delivery of any implementation of the Definitive DocumentsRecapitalization Transaction or to take any action (or solicit, the performance of any obligations of any party to any of the Definitive Documents encourage, or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking support any other action person to amend, supplement or otherwise modify take any of the Definitive Documents, which amendment, modification, or supplement is action) inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with its obligations under this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents 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; (g) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B);or (i) enter into any commitment contract or agreement with respect any binding commitment, whether or not in writing to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (j) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of do any of the Debtors foregoing, provided that, nothing in this Section 5.2 shall prohibit any steps, actions or any of their respective subsidiaries, except for any increase that is done transactions taken by the Consenting Noteholders in connection with the consent initiation and/or implementation of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any terms of the foregoing that is done Term Sheet and the Definitive Documents in accordance with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring Transactionsthis Agreement.

Negative Commitments. Except as set forth in Section 7, during During the Agreement Effective Period, except as otherwise provided in Section ‎5.04, each Consenting Stakeholder, as applicable, severally, and not jointly and severally, agrees in respect of the all of its Company Parties Claims/Interests (subject to Section ‎5.04) that it shall not not, directly or indirectly, and shall not direct any Trustee or other Entity to: (a) object totake any action that is inconsistent with this Agreement or the Restructuring Transactions or that would reasonably be expected to interfere with, delay, impede, or take any other action to interfere with acceptance, implementation, impede the solicitation and approval of the Disclosure Statement or the confirmation and consummation of the Plan and the Restructuring Transactions; (b) pursue an Implementation Mechanism directly or indirectly, through any Person, seek, solicit, propose, support, engage in England and Wales without negotiations in connection with or participate in the prior consent of the Required Consenting Creditors (not to be unreasonably withheldformulation, conditionedpreparation, filing, or delayed); provided that no such consent shall be required in relation to the Administration or prosecution of any Ancillary ProceedingsAlternative Restructuring Proposal; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, objection, pleading, or Definitive Documents 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 inconsistent with this Agreement, the Plan or the Restructuring Transactions; (d) take (directly or indirectly), or direct the applicable Trustee to take, any action to enforce or exercise any right or remedy for the enforcement, collection, or recovery of any of the Company Claims/Interests, including rights or remedies arising from or asserting or bringing any claims under or with respect to the Senior Secured Notes Indenture and any Transaction Document (as defined in the Senior Secured Notes Indenture), the 2025 Convertible Notes Indenture or the 2026 Convertible Notes Indenture, as applicable, to the extent inconsistent with this Agreement; (e) enter into any cooperation agreement or similar agreement or arrangement with any other holder of Company Claims/Interests that both (i) relates to the holding, voting or disposition of any instrument, security or notes in connection with the Company Parties or the Reorganized Company Parties, or any entitlement to distributions, sharing of recoveries, opportunities to participate in future transactions in relation to such instrument, security or notes, and (ii) by its terms remains in effect after the Closing Date; (f) initiate, or have initiated on its behalf, any litigation or proceeding of any kind (including a derivative action), including, without limitation, with respect to this Agreement, the Restructuring Transactions, or the Chapter 11 Cases, against the Company or any of its direct or indirect subsidiaries or the other Parties (other than to enforce this Agreement or any Definitive Document or as otherwise consistent with this Agreement or the PlanAgreement); (g) move for an order (which order may be object to, delay, impede, or take any other action to interfere with the Confirmation Order) from Company’s or its direct or indirect subsidiaries’ ownership and possession of its or their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (j) in respect of any person who is an insider (as defined Code in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) grant or agree to grant any increase in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (k) authorize, create, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring TransactionsChapter 11 Cases.

Negative Commitments. Except as set forth in Section 78 or with the prior written consent of the Required Consenting Noteholders, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly, and shall cause their respective subsidiaries not to: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) pursue an Implementation Mechanism in England and Wales without the prior consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided that no such consent shall be required in relation to the Administration or any Ancillary Proceedings; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, implementation and consummation of the Restructuring Transactions described in, in this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (ec) modify the Plan, in whole or in part, in a manner to reflect terms that is are not consistent with this Agreement in all material respects; (fd) file any motion, pleading, or Definitive Documents 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 (including the consent rights of the Consenting Noteholders set forth herein as to the form and substance of such motion, pleading, or other Definitive Document) or the Plan; (ge) move for an order sell (which order may be including any sale leaseback transaction), lease, mortgage, pledge, grant, or incur any encumbrance on, or otherwise Transfer, any properties or assets of the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of Company Parties, including any executory contract or unexpired leaseEquity Interests, other than any assumption (i) sales or rejection except disposals of properties or assets in the ordinary course of business, (Aii) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayedFlorida Sale Leaseback Transaction, or (Bii) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors)PNW Sale; (Af) prepare or commence an avoidance action or other legal proceeding that challenges the amountpurchase, validity, allowance, character, enforceabilitylease, or priority otherwise acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any Senior Notes Claim held by a Consenting Creditors; (B) prepare assets or commence an avoidance action or properties, other legal proceeding that challenges than in the amount, validity, allowance, character, enforceability, or priority ordinary course of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B)business; (g) (i) enter into any commitment merger with or agreement with respect to debtor-in-possession financinginto, cash collateral usageor consolidation or amalgamation with, exit financing and/or any other financing arrangementsPerson, other than as expressly contemplated under the Plan or this Agreement; (j) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (Aii) grant permit any other Person to enter into any merger with or agree to grant any increase into, or consolidation or amalgamation with, it, other than in the wagesordinary course of business, salaryor (iii) enter into any joint venture, bonuspartnership, commissions, retirement benefits, severance sharing of profits or other compensation similar arrangement involving co-investment between a Company Party or benefits subsidiary thereof and any other Person, other than in the ordinary course of any directorbusiness; (h) split, managercombine, officer or employee of any of the Debtors or reclassify any of their respective subsidiariesEquity Interests, except for or declare, set aside or pay any increase dividend or other distribution payable in cash, stock, property, or otherwise material with respect to any of their respective Equity Interests; provided, that is done with the consent nothing in this Section 7.02(h) shall apply to those certain dividends, distributions, and other payments described in Section 5.01(iv)(A)–(B) of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) enter into, adopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to amend any existing compensation or employee benefit plans or arrangements (including employment agreements), except for any of the foregoing that is done with the written consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed)PNW Sale Agreement; or (ki) authorizetake action with respect to any of the actions set forth on Schedule 7.02(i) (the “Specified Material Actions”) absent prior consultation with, createand prior reasonable consent of, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to the Restructuring TransactionsRequired Consenting Noteholders.