Common use of Negative Commitments Clause in Contracts

Negative Commitments. Subject to the terms and conditions hereof, for the duration of the Restructuring Support Period, each member of the Ad Hoc Noteholder Group severally, and not jointly or jointly and severally, agrees in respect of all its Company Claims not to, directly or indirectly: (a) propose, file, support, vote for, or solicit an Alternative Proposal; (b) seek to amend or modify or file a pleading seeking authority to amend or modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement and the Plan; (c) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring Transactions; (d) take any action that is inconsistent with, or is intended to frustrate or impede approval, implementation and consummation of, the Restructuring Transactions described in this Agreement or the Plan; (e) exercise any right or remedy, or direct any other person, including any Agent (as applicable) to exercise any right or remedy, for the enforcement, collection, or recovery of any of its Company Claims, other than to enforce this Agreement or any Definitive Documents or as otherwise permitted under this Agreement; (f) file any motion, pleading, or Definitive Document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is inconsistent with this Agreement, the Plan, or any Definitive Document; or (g) object to, delay, impede, or take any other action to interfere with the Company’s ownership and 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 right of any Party to exercise any right or remedy provided under this Agreement, the Confirmation Order or any other Definitive Document, and provided, further, that nothing in this Agreement shall limit the right of any Party to object to or otherwise challenge any professional fee applications filed in the Chapter 11 Case.

Negative Commitments. Subject to Except as set forth in Section 9, during the terms and conditions hereof, for the duration of the Restructuring Support Agreement Effective Period, each member of the Ad Hoc Noteholder Group severally, and Company Parties shall not jointly or jointly and severally, agrees in respect of all its Company Claims not to, directly or indirectly: : (a) propose, file, support, vote for, or solicit an Alternative Proposal; (b) seek to amend or modify or file a pleading seeking authority to amend or modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement and the Plan; (c) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring Transactions; Restructuring; (db) take any action that is inconsistent with, or is intended to frustrate frustrate, impede, delay or impede obstruct the approval, implementation implementation, and consummation ofof the Restructuring; (c)modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement and the Definitive Documents, including, without limitation, the Restructuring Transactions described in this Agreement or Backstop Commitment Documents, the Plan; Takeback Exit Term Loan Facility Documents, and the DIP/Exit Facility Documents; (e) exercise any right or remedy, or direct any other person, including any Agent (as applicable) to exercise any right or remedy, for the enforcement, collection, or recovery of any of its Company Claims, other than to enforce this Agreement or any Definitive Documents or as otherwise permitted under this Agreement; (fd) file any motion, pleading, or other Definitive Document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is inconsistent not consistent with this AgreementAgreement and the Definitive Documents; (e) seek, solicit, or support any Alternative Restructuring Proposal, other than as expressly permitted under Section 9.01 hereof; (f)Transfer any material asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any Person outside the ordinary course of business without the consent of the Required Consenting Noteholders, the PlanRequired Consenting Term Lenders, or any Definitive Documentand Ascent; or (g) object toengage in any material merger, delayconsolidation, impededisposition, acquisition, investment, dividend, incurrence of indebtedness, or take any other action to interfere with the Company’s ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under Section 362 similar transaction outside of the Bankruptcy Codeordinary course of business other than the Restructuring; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under this Agreement, the Confirmation Order or any other Definitive Document, and provided, further, that nothing in this Agreement shall limit the right of any Party to object to or otherwise challenge any professional fee applications filed in the Chapter 11 Case.30

Negative Commitments. Subject During the Agreement Effective Period (other than with respect to clause (vi) as specifically set forth therein), and subject to the terms and conditions hereof, for the duration of the Restructuring Support Periodthis Agreement, each member of the Ad Hoc Noteholder Group Consenting Stakeholder agrees, severally, and not jointly or jointly and severallyjointly, agrees in respect of all of its Company Claims not toClaims, that it shall not, other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement, directly or indirectly: (ai) object to, delay, impede, or take any other action to materially interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (ii) propose, file, support, or vote for, or solicit an for any Alternative Restructuring Proposal; (biii) seek take any other actions in direct contravention of this Agreement, the Plan, or the Definitive Documents, or to amend or modify or file a pleading seeking authority to amend or the material detriment of the Restructuring Transactions; (iv) modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement and the Planin all material respects; (c) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring Transactions; (d) take any action that is inconsistent with, or is intended to frustrate or impede approval, implementation and consummation of, the Restructuring Transactions described in this Agreement or the Plan; (e) exercise any right or remedy, or direct any other person, including any Agent (as applicable) to exercise any right or remedy, for the enforcement, collection, or recovery of any of its Company Claims, other than to enforce this Agreement or any Definitive Documents or as otherwise permitted under this Agreement; (fv) file any motion, pleading, or Definitive Document other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is inconsistent not materially consistent with this AgreementAgreement or the Plan; (vi) exercise, or direct any other Person to exercise, any right or remedy (including, solely for five (5) Business Days following the Execution Date, and prior to a Hedge Counterparty entering into an Amended ISDA, the designation of any Early Termination Date, howsoever described or defined, in relation to any Hedge Contract) for the enforcement, collection, or recovery of any of Company Claims in or against the Company Parties other than pursuant to the Plan, the DIP Credit Agreement Documents, and other Definitive Documents; (vii) object to any First Day Pleadings and “second day” pleadings consistent with this Agreement filed by the Debtors in furtherance of the Restructuring, including any motion seeking approval of the DIP Facility on the terms set forth herein and the DIP Credit Agreement; (viii) object to or commence any Definitive Documentlegal proceeding challenging the liens or claims (including the priority thereof) granted or proposed to be granted to the DIP Commitment Parties under the DIP Order; or (gix) object to, delay, impede, or take any other action to interfere with the Company’s Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under Section section 362 of the Bankruptcy Code; provided, however, that nothing in this Agreement shall limit unless otherwise permitted under the right of any Party to exercise any right or remedy provided under this Agreement, the Confirmation Order or any other Definitive Document, and provided, further, that nothing in this Agreement shall limit the right of any Party to object to or otherwise challenge any professional fee applications filed in the Chapter 11 CaseDocuments.

Negative Commitments. Subject to Except as set forth in Section 6, during the terms and conditions hereof, for the duration of the Restructuring Support Agreement Effective Period, each member of the Ad Hoc Noteholder Group severally, and Company Party shall not jointly or jointly and severally, agrees in respect of all its Company Claims not to, 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) take any action (i) that is inconsistent in any material respect with the Restructuring Transactions described in this Agreement or, if applicable, the Plan, (ii) is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in this Agreement or, if applicable, the Plan, or (iii) would have the effect of frustrating or impeding approval, implementation and consummation of the Restructuring Transactions described in this Agreement or, if applicable, the Plan; (c) directly or indirectly solicit, initiate, encourage, endorse, propose, file, support, vote forapprove, or solicit an otherwise promote or advance any Alternative Restructuring Proposal; (bd) seek sell, or file any motion or application seeking to sell, any assets, other than in the ordinary course of business and consistent with past practice, without the prior written consent of the Required Consenting Noteholders (which may be by email); (e) other than as provided in this Agreement and the Restructuring Term Sheet, amend any of their corporate governance or organizational documents without the prior written consent of the Required Consenting Noteholders (which may be by email); (f) other than in the ordinary course of business and consistent with past practice or this Agreement, (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 with or for the 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 modify terminate any existing compensation or benefit plans or arrangements (including employment agreements), in each case without the prior written consent of the Required Consenting Noteholders (which may be by email); (g) other than in the ordinary course of business and consistent with past practice or this Agreement, (i) enter into any settlement regarding any Claims or Interests, (ii) enter into any material agreement that is not consistent with this Agreement, (iii) amend, supplement, modify, or terminate any material agreement in a way that is not consistent with this Agreement, (iv) allow any material agreement to expire if such expiration would frustrate or impede consummation of the Restructuring Transactions, or (v) allow any material permit, license or regulatory approval to lapse, expire, terminate or be revoked, suspended or modified, in each case without the prior written consent of the Required Consenting Noteholders (which may be by email); (h) file a pleading seeking authority with any court any motion, pleading, or Definitive Document (including any modifications or amendments thereto) that, in whole or in part, is not consistent with this Agreement; (i) to amend or the extent that the Company Party pursues the Restructuring Transactions through Chapter 11 Cases, (i) modify the Definitive DocumentsPlan, in whole or in part, in a manner that is not consistent with this Agreement and the Planin all material respects, or (ii) propose a plan of reorganization that is not consistent with this Agreement in all material respects; (cj) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of extent that the Restructuring Transactions; (d) take any action that is inconsistent with, or is intended to frustrate or impede approval, implementation and consummation of, Company Party pursues the Restructuring Transactions described in this Agreement or the Plan; (e) exercise any right or remedythrough Chapter 11 Cases, or direct any other person, including any Agent (as applicable) to exercise any right or remedy, for the enforcement, collection, or recovery of any of its Company Claims, other than to enforce this Agreement or any Definitive Documents or as otherwise permitted under this Agreement; (f) file any motion, pleading, or Definitive Document Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is inconsistent not materially consistent with this Agreement; (i) operate its business outside the ordinary course, other than the PlanRestructuring Transactions, or (ii) transfer any Definitive Documentasset or right of the Company Party (or its Affiliates) or any asset or right used in the business of the Company Party (or its Affiliates) to any person or entity outside the ordinary course of business; (l) 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 the Restructuring Transactions; or (gm) object to, delay, impede, or take encourage any other action Entity to interfere with the Company’s ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under Section 362 do any of the Bankruptcy Code; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under this Agreement, the Confirmation Order or any other Definitive Document, and provided, further, that nothing in this Agreement shall limit the right of any Party to object to or otherwise challenge any professional fee applications filed in the Chapter 11 Caseforegoing.

Negative Commitments. Subject to During the terms and conditions hereof, for the duration of the Restructuring Support Agreement Effective Period, each member of the Ad Hoc Noteholder Group Consenting Creditor severally, and not jointly or jointly and severallyjointly, agrees in respect of all of its Company Claims not tothat it shall not, directly or indirectly, and shall not direct any other Entity to: (a) propose, file, support, vote for, or solicit an Alternative Proposal; (b) seek to amend or modify or file a pleading seeking authority to amend or modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement and the Plan; (c) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring Transactions; (db) object to, delay, impede or take any other action to interfere with Bankruptcy Court approval of any ▇▇▇▇/KERP Plan, provided that is inconsistent withthe terms of such programs shall not substantively differ from the proposal provided to the Ad Hoc Group Advisors and Ares on July 10, or is intended to frustrate or impede approval, implementation and consummation of, the Restructuring Transactions described in this Agreement or the Plan2020; (ec) exercise knowingly pursue, propose, file, support, solicit support for or vote for any right or remedy, or direct any other person, including any Agent (as applicable) to exercise any right or remedy, for the enforcement, collection, or recovery of any of its Company Claims, other than to enforce this Agreement or any Definitive Documents or as otherwise permitted under this AgreementAlternative Restructuring Proposal; (fd) file any motion, pleading, or Definitive Document other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is inconsistent not consistent with this Agreement or the Plan; (e) exercise, take (directly or indirectly), or direct the Agent to take, any action to enforce or any right or remedy for the enforcement, collection, or recovery of any of the Company Claims against the Company Parties, including rights or remedies 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 as otherwise permitted under this Agreement; (f) 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 Planother Restructuring 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; (g) support any effort to reject, seek to modify, fail to perform, or any Definitive Documentway take any action to delay, impede, or interfere with any of the 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 action with a similar effect; or (gi) object to, delay, impede, or take any other action to interfere with the Company’s Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under Section section 362 of the Bankruptcy Code; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under this Agreement, the Confirmation Order or any other Definitive Document, and provided, further, that nothing in this Agreement shall limit the right of any Party to object to or otherwise challenge any professional fee applications filed in the Chapter 11 Case.

Negative Commitments. Subject to During the terms and conditions hereof, for the duration of the Restructuring Support Agreement Effective Period, each member of the Ad Hoc Noteholder Group severallyConsenting Creditor, as applicable, on a several and not jointly or jointly and severallyjoint basis, agrees agrees, in respect of all its Company Claims Claims/Interests, that it shall not to, directly or indirectly: (a) propose, file, support, vote for, or solicit an Alternative Proposal; (b) seek to amend or modify or file a pleading seeking authority to amend or modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement and the Plan; (c) object to, delay, impede, or take any other action to interfere with the (A) acceptance, implementation, or consummation of the Restructuring Transactions; Transactions and (dB) take any action that is inconsistent with, or is intended to frustrate or impede approval, implementation and consummation of, the Restructuring Transactions described in this Agreement or the Plan; (e) exercise any right or remedy, or direct any other person, including any Agent (as applicable) to exercise any right or remedy, for the enforcement, collection, or recovery of any of its Company Claims, other than to enforce this Agreement or any Definitive Documents or as otherwise permitted under this Agreement; (f) file any motion, pleading, or Definitive Document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is inconsistent with this Agreement, the Plan, or any Definitive Document; or (g) object to, delay, impede, or take any other action to interfere with the Company’s Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under Section section 362 of the Bankruptcy Code; provided; (b) change, howeverwithdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in Sections 4.01(b) and 4.01(c) above, provided that nothing such votes or elections shall be immediately revoked and deemed void ab initio upon the occurrence of a Termination Date described in Section 11. (c) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that is not consistent with this Agreement shall limit or the right Plan; (d) 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 that is consistent with this Agreement; (e) propose, File, support, or vote for any Alternative Restructuring; (f) initiate, or have initiated on its behalf, any litigation or proceeding of any Party kind contemplated herein against the Company Parties other than to exercise enforce this Agreement or any Definitive Document or as otherwise expressly permitted under this Agreement; or (g) exercise, or direct any other Person to exercise, any right or remedy provided under this Agreementfor the enforcement, the Confirmation Order collection, or any other Definitive Document, and provided, further, that nothing in this Agreement shall limit the right recovery of any Party to object to or otherwise challenge any professional fee applications filed in the Chapter 11 Caseof Company Claims/Interests.

Negative Commitments. Subject to During the terms and conditions hereof, for the duration of the Restructuring Support Agreement Effective Period, each member of the Ad Hoc Noteholder Group Consenting Creditor severally, and not jointly or jointly and severallyjointly, agrees in respect of all of its Company Claims not tothat it shall not, directly or indirectly, and shall not direct any other Entity to: (a) propose, file, support, vote for, or solicit an Alternative Proposal; (b) seek to amend or modify or file a pleading seeking authority to amend or modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement and the Plan; (c) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring Transactions; (db) object to, delay, impede or take any other action to interfere with Bankruptcy Court approval of any ▇▇▇▇/KERP Plan, provided that is inconsistent withthe terms of such programs shall not substantively differ from the proposal provided to the Ad Hoc Group Advisors and Ares on July 10, or is intended to frustrate or impede approval, implementation and consummation of, the Restructuring Transactions described in this Agreement or the Plan2020; (ec) exercise knowingly pursue, propose, file, support, solicit support for or vote for any right or remedy, or direct any other person, including any Agent (as applicable) to exercise any right or remedy, for the enforcement, collection, or recovery of any of its Company Claims, other than to enforce this Agreement or any Definitive Documents or as otherwise permitted under this AgreementAlternative Restructuring Proposal; (fd) file any motion, pleading, or Definitive Document other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is inconsistent not consistent with this Agreement or the Plan; (e) exercise, take (directly or indirectly), or direct the Agents or Trustees to take, any action to enforce or any right or remedy for the enforcement, collection, or recovery of any of the Company Claims against the Company Parties, including rights or remedies 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 as otherwise permitted under this Agreement; (f) 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 Planother Restructuring 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; (g) support any effort to reject, seek to modify, fail to perform, or any Definitive Document; orway take any action to delay, impede, or interfere with any of the Elk Hills Power Agreements except to the extent consistent with the 9019 Orders; (gh) 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; (i) object to, delay, impede, or take any other action to interfere with the Company’s Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under Section section 362 of the Bankruptcy Code; providedor (j) object to, howeverdelay, that nothing in this Agreement shall limit impede, file any motion or pleading with the right of any Party to exercise any right or remedy provided under this Agreement, the Confirmation Order Bankruptcy Court or any other Definitive Document, and provided, further, that nothing in this Agreement shall limit court or take any other action (or direct any of the right Agents or the Second Lien Indenture Trustee to take any such action) to require or compel any holder of 2016 Term Loan Claims or Second Lien Notes Claims to turn over any Party recoveries or distributions under the Plan pursuant to object to or otherwise challenge any professional fee applications filed in the Chapter 11 Caseapplicable intercreditor agreement.

Negative Commitments. Subject to During the terms and conditions hereof, for the duration of the Restructuring Support Agreement Effective Period, each member Consenting Stakeholder agrees, in respect of the Ad Hoc Noteholder Group each of its Company Claims/Interests, severally, and not jointly or jointly jointly, that, to the extent permitted by Law and severallysubject to the other terms hereof, agrees in respect of all its Company Claims not to, directly or indirectlyit shall not: (a) object to, delay, impede, or take any other action that is intended to interfere with the acceptance, implementation, or consummation of the Transactions, including through instructions to the applicable Agents; (b) directly or indirectly solicit, initiate, encourage, endorse, propose, file, support, approve, vote for, enter or solicit an participate in any discussions or any agreement regarding any Alternative Transaction Proposal; (bc) seek file any motion, pleading, or other document with any court (including any modifications or amendments to amend any motion, pleading, or modify or file a pleading seeking authority to amend or modify the Definitive Documentsother document with any court) that, in whole or in part, in a manner that is not consistent materially inconsistent with this Agreement and the PlanAgreement; (cd) initiate, or have initiated on its behalf, any litigation or proceeding of any 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; (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 Restructuring Transactions; (d) take any action that is inconsistent with, or is intended to frustrate or impede approval, implementation and consummation of, the Restructuring Transactions described contemplated in this Agreement or (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; (eii) 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, or direct any other person, including any Agent (as applicable) to exercise any right or remedy, remedy for the enforcement, collection, or recovery of any of its claim against the Company Claims, other than to enforce this Agreement Parties or any Definitive Documents direct or as otherwise permitted indirect subsidiaries of the Company Parties that do not file for chapter 11 relief under this Agreement; (f) file any motion, pleading, or Definitive Document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) thatCode, except in whole or in part, is inconsistent a manner consistent with this Agreement, the PlanTransaction Term Sheet, and the DIP Facility Documents; or (iv) object to or oppose, or support any Definitive Documentother Person’s efforts to object to or oppose, any motions filed by the Debtors that are consistent with this Agreement; or (g) object towith respect to the Consenting Term Lenders, delaynot direct any administrative agent, impedecollateral agent, or other such agent or trustee to take any other action to interfere materially inconsistent with the Companysuch Consenting Term Lender’s ownership and possession of their assetsobligations under this Agreement and, wherever locatedif any applicable administrative agent, collateral agent, or interfere other such agent or trustee (as applicable) takes any action materially inconsistent with the automatic stay arising under Section 362 of the Bankruptcy Code; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided such Consenting Term Lender’s obligations under this Agreement, the Confirmation Order such Consenting Term Lender shall use its commercially reasonable efforts to direct such administrative agent, collateral agent, or other such agent or trustee (as applicable) to cease and refrain from taking any other Definitive Document, and provided, further, that nothing in this Agreement shall limit the right of any Party to object to or otherwise challenge any professional fee applications filed in the Chapter 11 Casesuch action.