Common use of Restructuring Support Clause in Contracts

Restructuring Support. During the Support Period, subject to the terms and conditions hereof (including, without limitation, Section 10), and except as expressly waived by the Required Consenting Parties in writing from time to time, the Company agrees that it shall use commercially reasonable efforts, and shall use commercially reasonable efforts to cause each of its subsidiaries to, without limitation: (i) implement the Restructuring in accordance with the terms and conditions set forth herein; (ii) implement and consummate the Plan in a timely manner and take any and all commercially reasonable and appropriate actions in furtherance of the Plan, as contemplated under this Agreement; (iii) upon reasonable request, inform the legal and financial advisors to the Ad Hoc Groups as to: (A) the material business and financial (including liquidity) performance of the Company Entities; (B) the status and progress of the negotiations of the Definitive Documents; and (C) the status of obtaining any necessary or desirable authorizations (including consents) from any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange; (iv) (A) support and take all commercially reasonable actions necessary to facilitate the solicitation, confirmation, and consummation of the Plan, as applicable, and the transactions contemplated thereby, (B) not take any action directly or indirectly that is materially inconsistent with, or that would reasonably be expected to prevent, interfere with, delay, or impede the confirmation and consummation of the Plan, and (C) not, nor encourage any other person to, take any action which would, or would reasonably be expected to, breach or be inconsistent with this Agreement or delay, impede, appeal, or take any other negative action, directly or indirectly, to interfere with the acceptance or implementation of the Plan; (v) maintain good standing under the laws of the state in which each Company Entity is incorporated or organized; (vi) if the Company knows of a material breach by any Consenting Party of such Consenting Party’s representations or warranties set forth in this Agreement or of a breach by any Consenting Party of such Consenting Party’s obligations or covenants set forth in this Agreement, furnish prompt written notice (and in any event within three business days of such actual knowledge) to counsel to the Ad Hoc Groups; (vii) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring contemplated herein, support and take all steps reasonably necessary and desirable to address any such impediment; (viii) prepare or cause to be prepared the Definitive Documents (including, without limitation, all relevant motions, applications, orders, agreements and other documents), each of which, for the avoidance of doubt, shall contain terms and conditions consistent with this Agreement, and use good faith efforts to provide draft copies of all Definitive Documents at least two (2) business days prior to the date when the Company intends to file or execute such document and shall consult in good faith with such parties regarding the form and substance of such Definitive Document or any such proposed filing with the Bankruptcy Court. The Company will provide draft copies of all other material pleadings the Company intends to file with the Bankruptcy Court to counsel to the Ad Hoc Groups, no later than two (2) business days prior to filing such pleading to the extent reasonably practicable and shall consult in good faith with such counsel regarding the form and substance of any such proposed pleading; (ix) file such “first day” motions and pleadings determined by the Company to be necessary, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, and to seek interim and final (to the extent necessary) orders, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, from the Bankruptcy Court approving the relief requested in such “first day” motions; (x) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (A) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (C) dismissing the Chapter 11 Cases; (xi) not seek or solicit any Alternative Transaction; (xii) support and complete the Restructuring and all other actions contemplated in connection therewith and under the Definitive Documents, including support and take all actions as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the Restructuring; (xiii) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan reorganization, as applicable; and (xiv) (A) operate the business of the Company and its direct and indirect subsidiaries in the ordinary course in a manner that is consistent with this Agreement, past practices, and to preserve intact the Company’s business organization and relationships with third parties (including lessors, licensors, suppliers, distributors and customers) and employees, (B) subject to applicable non-disclosure agreements and the terms thereof, keep advisors to the Ad Hoc Groups reasonably informed about the operations of the Company and its direct and indirect subsidiaries, and (C) promptly notify advisors to the Ad Hoc Groups of any material governmental or third party complaints, litigations, investigations or hearings; and (xv) provide prompt written notice to counsel to the Ad Hoc Groups between the date hereof and the Effective Date of (A) the occurrence of a Termination Event; (B) any matter or circumstance which the Company knows, or suspects is likely, to be a material impediment to the implementation or consummation of the Restructuring; or (C) if any Person has challenged the validity or priority of, or has sought to avoid, any lien securing the 1L Notes, the 1.5L Notes or the 2L Notes pursuant to a pleading filed with the Bankruptcy Court.

Restructuring Support. During the Support Period, subject to the terms and conditions hereof (includinghereof, without limitationeach Consenting Party agrees, Section 10)severally and not jointly, and except as expressly waived by the Required Consenting Parties in writing from time to time, the Company agrees that it shall use commercially reasonable efforts, and shall use commercially reasonable efforts to cause each of its subsidiaries to, without limitation: (i) implement negotiate in good faith, execute, perform its obligations under, and consummate the Restructuring transactions contemplated by, the Definitive Documents to which it is (or will be) a party, at such times as are contemplated herein; (ii) support the Plan and the transactions contemplated by this Agreement, the Term Sheet and the Definitive Documents and take all reasonable actions necessary or reasonably requested by the Company to effectuate the Plan and the transactions contemplated by this Agreement, the Term Sheet and the Definitive Documents, in accordance a manner consistent with this Agreement, including the terms and conditions timelines set forth herein; (iiiii) implement not, directly or indirectly, seek, solicit, support, encourage, propose, assist, consent to, vote for, or enter or participate in any discussions or any agreement with any non-Party regarding, any Alternative Transaction; (iv) support and consummate take all reasonable actions reasonably requested by the Company to facilitate entry of the DIP Orders (including adequate protection terms contained therein), the Disclosure Statement Order, and the Confirmation Order, including consenting to the Company’s use of cash collateral, incurrence of obligations and granting of liens as set forth in the DIP Orders (which consent is deemed to have been given by such Consenting Party’s signature to this Agreement); (v) not, directly or indirectly, or encourage any other Person to, directly or indirectly, (A) 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 Plan on the terms set forth in a timely manner this Agreement, the Term Sheet and any applicable Definitive Document, including, without limitation, commencing or joining with any Person in commencing any litigation or involuntary case for relief under the Bankruptcy Code against any Company Entity or any subsidiary thereof; (B) solicit, negotiate, propose, file, support, enter into, consummate, file with the Bankruptcy Court, vote for, or otherwise knowingly take any and all commercially reasonable and appropriate actions other action in furtherance of any restructuring, workout, plan of arrangement, or plan of reorganization for the PlanCompany that is inconsistent with this Agreement; (C) exercise any right or remedy for the enforcement, as contemplated collection, or recovery of any claim against the Company or any direct or indirect subsidiaries of the Company that do not file for chapter 11 relief under the Bankruptcy Code, except in a manner consistent with this Agreement; or (D) object to or oppose, or support any other Person’s efforts to object to or oppose, any motions filed by the Company that are consistent with this Agreement; (iiivi) upon reasonable request, inform the legal and financial advisors subject to the Ad Hoc Groups as to: receipt of the Disclosure Statement and related materials, it shall (A) timely vote or cause to be voted any Claims it holds to accept the material business Plan (to the extent permitted to vote) by delivering its duly executed and financial (including liquidity) performance completed ballot or ballots, as applicable, accepting the Plan on a timely basis following commencement of the Company Entitiessolicitation of acceptances of the Plan in accordance with sections 1125(g) and 1126 of the Bankruptcy Code, provided, that, with respect to any Repo Securities (as defined below), the Consenting Party agrees to use its commercially reasonable efforts to cause such Repo Securities to be voted in accordance with the terms of this Section 4(a)(vi); (B) not change or withdraw such vote or the status and progress of elections described below (or cause or direct such vote or elections to be changed or withdrawn) during the negotiations of Support Period; provided, however, that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the Definitive Documentssame) its timely election or vote with respect to the Plan if this Agreement has been duly-terminated with respect to such Party; and (C) to the status extent it is permitted to elect whether to opt into or opt out of obtaining any necessary the releases set forth in the Plan, elect to opt into or desirable authorizations (including consents) from any competent judicial bodynot elect to opt out of the releases, governmental authorityas applicable, banking, taxation, supervisory, set forth in the Plan by timely delivering its duly executed and completed ballot or regulatory body or any stock exchangeballots indicating such election; (iv) (Avii) support and take all commercially reasonable actions necessary reasonably requested by the Company to facilitate the solicitationimplementation and, confirmationif applicable, and consummation approval of the Plan, as applicable, Disclosure Statement and the transactions contemplated thereby, (B) not take any action directly or indirectly that is materially inconsistent with, or that would reasonably be expected to prevent, interfere with, delay, or impede the confirmation and consummation of the Plan; (viii) not direct any administrative agent, and collateral agent or indenture trustee (Cas applicable) not, nor encourage any other person to, to take any action which would, or would reasonably be expected to, breach or be inconsistent with this Agreement or delay, impede, appeal, or take any other negative action, directly or indirectly, to interfere with the acceptance or implementation of the Plan; (v) maintain good standing under the laws of the state in which each Company Entity is incorporated or organized; (vi) if the Company knows of a material breach by any Consenting Party of such Consenting Party’s representations or warranties set forth in this Agreement or of a breach by any Consenting Party of such Consenting PartyCreditor’s obligations or covenants set forth in under this Agreement, furnish prompt written notice and, if any applicable administrative agent, collateral agent or indenture trustee (and in as applicable) takes any event within three business days action inconsistent with such Consenting Creditor’s obligations under this Agreement, such Consenting Creditor shall use its commercially reasonable efforts (which shall exclude the provision of such actual knowledgeany indemnity) to counsel direct such administrative agent, collateral agent or indenture trustee (as applicable) to the Ad Hoc Groups;cease and refrain from taking any such action; and (viiix) to the extent any legal or structural impediment arises that would prevent, hinder, hinder or delay the consummation of the Restructuring contemplated hereinPlan, support and take all steps reasonably necessary and desirable negotiate with the Consenting Parties in good faith appropriate additional or alternative provisions to address any such impediment; (viii) prepare or cause to be prepared ; provided that the Definitive Documents (including, without limitation, all relevant motions, applications, orders, agreements economic outcome for the Consenting Creditors and other documents), each materials terms of which, for the avoidance of doubt, shall contain terms and conditions consistent with this Agreement, and use good faith efforts to provide draft copies of all Definitive Documents at least two (2) business days prior to the date when the Company intends to file or execute such document and shall consult in good faith with such parties regarding the form and substance of such Definitive Document or any such proposed filing with the Bankruptcy Court. The Company will provide draft copies of all other material pleadings the Company intends to file with the Bankruptcy Court to counsel to the Ad Hoc Groups, no later than two (2) business days prior to filing such pleading to the extent reasonably practicable and shall consult in good faith with such counsel regarding the form and substance of any such proposed pleading; (ix) file such “first day” motions and pleadings determined by the Company to Agreement must be necessary, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, and to seek interim and final (to the extent necessary) orders, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, from the Bankruptcy Court approving the relief requested substantially preserved in such “first day” motions; alternate provisions. Notwithstanding the foregoing, nothing in this Agreement shall prohibit any Consenting Party from (x1) timely file appearing as a formal objection, party-in-interest in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (A) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth matter arising in sections 1106(a)(3) and (4) of the Bankruptcy Code), (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Codeor (2) enforcing any right, remedy, condition, consent, or (C) dismissing the Chapter 11 Cases; (xi) not seek approval requirement under this Agreement or solicit any Alternative Transaction; (xii) support and complete the Restructuring and all other actions contemplated in connection therewith and under the Definitive Documents, including support and take all actions as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the Restructuring; (xiii) timely file a formal objectionprovided that, in form and substance reasonably acceptable to the Required each case, any such action is not inconsistent with such Consenting First Lien NoteholdersParty’s obligations hereunder. The Parties agree that this Agreement does not constitute a commitment to, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, to nor shall it obligate any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan reorganization, as applicable; and (xiv) (A) operate the business of the Company and its direct and indirect subsidiaries in Parties to, provide any new financing or credit support except as contemplated by the ordinary course in a manner that is consistent with this Agreement, past practices, and to preserve intact the Company’s business organization and relationships with third parties (including lessors, licensors, suppliers, distributors and customers) and employees, (B) subject to applicable non-disclosure agreements and the terms thereof, keep advisors to the Ad Hoc Groups reasonably informed about the operations of the Company and its direct and indirect subsidiaries, and (C) promptly notify advisors to the Ad Hoc Groups of any material governmental or third party complaints, litigations, investigations or hearings; and (xv) provide prompt written notice to counsel to the Ad Hoc Groups between the date hereof and the Effective Date of (A) the occurrence of a Termination Event; (B) any matter or circumstance which the Company knows, or suspects is likely, to be a material impediment to the implementation or consummation of the Restructuring; or (C) if any Person has challenged the validity or priority of, or has sought to avoid, any lien securing the 1L Notes, the 1.5L Notes or the 2L Notes pursuant to a pleading filed with the Bankruptcy CourtTerm Sheet.

Restructuring Support. During the Support Period, subject to the terms and conditions hereof hereof, each Commitment Party agrees, severally and not jointly, that it shall: (i) support the transactions contemplated by this Agreement and the Restructuring Term Sheet and take all reasonable actions necessary or reasonably requested by the Company to effectuate the transactions contemplated by this Agreement and the Restructuring Term Sheet, in each case in a manner consistent with this Agreement; (ii) not, directly or indirectly, seek, solicit, support, knowingly encourage, propose, assist, consent to, vote for, or enter into any agreement with any non-Party regarding, any Alternative Transaction; (iii) not, directly or indirectly, or knowingly encourage any other Person to, directly or indirectly, (A) object to, delay, postpone, challenge, oppose, impede, or take any other action or any inaction to knowingly interfere with or delay the acceptance, implementation, or consummation of the Plan on the terms set forth in this Agreement, the Restructuring Term Sheet and any other applicable Transaction Agreement, including, without limitation, Section 10)commencing or joining with any Person in commencing any litigation or involuntary case for relief under the Bankruptcy Code against any Debtor or any subsidiary thereof; (B) solicit, and except as expressly waived by the Required Consenting Parties in writing from time to timenegotiate, the Company agrees that it shall use commercially reasonable effortspropose, and shall use commercially reasonable efforts to cause each of its subsidiaries tofile, without limitation: (i) implement the Restructuring in accordance support, enter into, consummate, file with the terms and conditions set forth herein; (ii) implement and consummate the Plan in a timely manner and Bankruptcy Court, vote for, or otherwise knowingly take any and all commercially reasonable and appropriate actions other action in furtherance of any restructuring, workout, plan of arrangement, or plan of reorganization for the PlanCompany that is inconsistent with this Agreement; (C) exercise any right or remedy for the enforcement, as contemplated collection, or recovery of any claim against the Company or any direct or indirect subsidiaries of the Company that do not file for chapter 11 relief under the Bankruptcy Code, except in a manner consistent with this Agreement; or (D) object to or oppose, or support any other Person’s efforts to object to or oppose, any motions filed by the Company that are consistent with this Agreement; (iiiiv) upon reasonable request, inform the legal and financial advisors subject to the Ad Hoc Groups as to: receipt of the Disclosure Statement and related materials, it shall (A) timely vote or cause to be voted any Claims it holds to accept the material business Plan (to the extent permitted to vote) by delivering its duly executed and financial (including liquidity) performance completed ballot or ballots, as applicable, accepting the Plan on a timely basis following commencement of the Company Entitiessolicitation of acceptances of the Plan in accordance with sections 1125(g) and 1126 of the Bankruptcy Code; (B) not change or withdraw such vote or the status and progress of elections described below (or cause or direct such vote or elections to be changed or withdrawn) during the negotiations of Support Period; provided, however, that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the Definitive Documentssame) its timely election or vote with respect to the Plan if this Agreement has been terminated with respect to such Party; and (C) to the status extent it is permitted to elect whether to opt into or opt out of obtaining any necessary the releases set forth in the Plan, elect to opt into or desirable authorizations (including consents) from any competent judicial bodynot elect to opt out of the releases, governmental authorityas applicable, banking, taxation, supervisory, set forth in the Plan by timely delivering its duly executed and completed ballot or regulatory body or any stock exchange;ballots indicating such election; and (iv) (Av) support and take all commercially reasonable actions necessary reasonably requested by the Company to facilitate the solicitationimplementation and, confirmationif applicable, and consummation approval of the Plan, as applicable, Disclosure Statement and the transactions contemplated thereby, (B) not take any action directly or indirectly that is materially inconsistent with, or that would reasonably be expected to prevent, interfere with, delay, or impede the confirmation and consummation of the Plan; Notwithstanding the foregoing, and nothing in this Agreement shall prohibit any Consenting Party from (C1) notappearing as a party-in-interest in any matter arising in the Chapter 11 Cases or (2) enforcing any right, nor encourage any other person toremedy, take any action which wouldcondition, consent, or would reasonably be expected to, breach or be inconsistent with approval requirement under this Agreement or delay, impede, appeal, or take any other negative actionTransaction Agreement, directly or indirectlyprovided that, to interfere in each case, any such action is not inconsistent with the acceptance or implementation of the Plan; (v) maintain good standing under the laws of the state in which each Company Entity is incorporated or organized; (vi) if the Company knows of a material breach by any Consenting Party of such Consenting Party’s representations or warranties set forth in this Agreement or of a breach by any Consenting Party of such Consenting Party’s obligations or covenants set forth in hereunder. The Parties agree that this AgreementAgreement does not constitute a commitment to, furnish prompt written notice (and in nor shall it obligate any event within three business days of such actual knowledge) to counsel to the Ad Hoc Groups; (vii) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Parties to, provide any new financing or credit support except as expressly contemplated herein, support and take all steps reasonably necessary and desirable to address any such impediment; (viii) prepare by this Agreement or cause to be prepared the Definitive Documents (including, without limitation, all relevant motions, applications, orders, agreements and other documents), each of which, for the avoidance of doubt, shall contain terms and conditions consistent with this Agreement, and use good faith efforts to provide draft copies of all Definitive Documents at least two (2) business days prior to the date when the Company intends to file or execute such document and shall consult in good faith with such parties regarding the form and substance of such Definitive Document or any such proposed filing with the Bankruptcy Court. The Company will provide draft copies of all other material pleadings the Company intends to file with the Bankruptcy Court to counsel to the Ad Hoc Groups, no later than two (2) business days prior to filing such pleading to the extent reasonably practicable and shall consult in good faith with such counsel regarding the form and substance of any such proposed pleading; (ix) file such “first day” motions and pleadings determined by the Company to be necessary, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, and to seek interim and final (to the extent necessary) orders, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, from the Bankruptcy Court approving the relief requested in such “first day” motions; (x) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (A) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (C) dismissing the Chapter 11 Cases; (xi) not seek or solicit any Alternative Transaction; (xii) support and complete the Restructuring and all other actions contemplated in connection therewith and under the Definitive Documents, including support and take all actions as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the Restructuring; (xiii) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan reorganization, as applicable; and (xiv) (A) operate the business of the Company and its direct and indirect subsidiaries in the ordinary course in a manner that is consistent with this Agreement, past practices, and to preserve intact the Company’s business organization and relationships with third parties (including lessors, licensors, suppliers, distributors and customers) and employees, (B) subject to applicable non-disclosure agreements and the terms thereof, keep advisors to the Ad Hoc Groups reasonably informed about the operations of the Company and its direct and indirect subsidiaries, and (C) promptly notify advisors to the Ad Hoc Groups of any material governmental or third party complaints, litigations, investigations or hearings; and (xv) provide prompt written notice to counsel to the Ad Hoc Groups between the date hereof and the Effective Date of (A) the occurrence of a Termination Event; (B) any matter or circumstance which the Company knows, or suspects is likely, to be a material impediment to the implementation or consummation of the Restructuring; or (C) if any Person has challenged the validity or priority of, or has sought to avoid, any lien securing the 1L Notes, the 1.5L Notes or the 2L Notes pursuant to a pleading filed with the Bankruptcy CourtTerm Sheet.

Restructuring Support. During the Support Period, subject to the terms and conditions hereof hereof, each Consenting ▇▇▇▇▇▇ agrees, severally (including, without limitation, Section 10and not jointly and severally), that it shall: (i) consult and except as expressly waived by negotiate in good faith with the Required Company, its Representatives, and other Consenting Parties in writing from time Lenders and their respective Representatives, including with respect to time, causing the Company agrees that it shall use commercially reasonable effortsEntities to join this Agreement following the Agreement Effective Date, and shall use commercially reasonable efforts to cause each of execute, perform its subsidiaries toobligations under, without limitation: and consummate the transactions contemplated by, the Definitive Documents to which it is or will be a party or for which its approval or consent is required, including, to the extent necessary or appropriate, directing the administrative, collateral agents, and/or indenture trustee(s), as applicable, under the First Lien Credit Facility, Second Lien Notes, or DIP Facility to effectuate the transactions contemplated herein; provided that notwithstanding anything else herein, the Consenting Lenders shall not be obligated to provide such agents and trustees any indemnity or incur out-of-pocket costs or liabilities similar to an indemnity (ior any out-of-pocket costs or liabilities similar to an indemnity prohibited by a Party’s organizational or constitutional documents) implement the Restructuring in accordance order to comply with the terms and conditions set forth hereinthis provision; (ii) implement use commercially reasonable efforts to support and consummate not object to the Plan Restructuring, and use commercially reasonable efforts to take any reasonable action necessary or reasonably requested by the Company in a timely manner and take any and all commercially reasonable and appropriate actions to effectuate the Restructuring in furtherance of the Plan, as contemplated under a manner consistent with this Agreement, including the timelines set forth herein; provided, that the foregoing shall not require any Consenting Lender to file any pleadings with respect thereto; (iii) upon reasonable requestnot, inform the legal and financial advisors to the Ad Hoc Groups as directly or indirectly, seek, solicit, support, encourage, propose, assist, consent to: (A) the material business and financial (including liquidity) performance of the Company Entities; (B) the status and progress of the negotiations of the Definitive Documents; and (C) the status of obtaining any necessary or desirable authorizations (including consents) from any competent judicial body, governmental authority, banking, taxation, supervisoryvote for, or regulatory body enter or participate in any discussions or any stock exchangeagreement regarding, any Alternative Transaction; (iv) use commercially reasonable efforts to cooperate with and assist the Company Entities in obtaining additional support for the Restructuring from the Company Entities’ other creditors and interest holders; (v) use commercially reasonable efforts to support and not object to the DIP Motion and entry of the DIP Orders in accordance with this Agreement (provided that such DIP Motion and DIP Orders are in form and substance consistent with the forms of such documents attached to this Agreement and otherwise acceptable to the Required Consenting First Lien Lenders, the Required DIP Lenders and, solely to the extent they implicate the Second Lien Consent Right, the Required Second Lien Noteholders); provided, that the foregoing shall not require any Consenting Lender to file any pleadings with respect thereto; (vi) support and not object to the Plan or entry of the Disclosure Statement Order, or the Confirmation Order (provided that such Plan, Disclosure Statement Order, and Confirmation Order are in form and substance acceptable to the Required Consenting First Lien Lenders and, solely to the extent they implicate the Second Lien Consent Right, the Required Second Lien Noteholders); (vii) subject to the receipt of the Disclosure Statement and related solicitation materials, vote all Claims of such Consenting Lender (including those Claims over which such Consenting Lender has Beneficial Ownership) to accept the Plan in accordance with the applicable procedures set forth in the Disclosure Statement and accompanying voting materials, and return a duly-executed ballot in connection therewith no later than the applicable deadline set forth in the Disclosure Statement Order; provided, however, that such vote may be revoked or changed (and upon such revocation or change, the prior vote being deemed void ab initio) by such Consenting Lender if this Agreement has been terminated in accordance with its terms with respect to such Consenting Lender (it being understood by the Parties that any modification of the Plan that results in a termination of this Agreement pursuant to Section 7 hereof shall entitle such Consenting Lender to change its vote in accordance with section 1127(d) of the Bankruptcy Code, and the Disclosure Statement and related solicitation materials with respect to the Plan shall be consistent with this proviso); (viii) not, directly or indirectly, encourage any other Person to, directly or indirectly, subject to the terms hereof, (A) support and take all commercially reasonable actions necessary to facilitate the solicitation, confirmation, and consummation of the Plan, as applicable, and the transactions contemplated thereby, (B) not take any action directly or indirectly that is materially inconsistent with, or that would reasonably be expected to prevent, interfere withobject to, delay, or impede the confirmation and consummation of the Planpostpone, and (C) notchallenge, nor encourage any other person to, take any action which would, or would reasonably be expected to, breach or be inconsistent with this Agreement or delayoppose, impede, appeal, or take any other negative action, directly action or indirectly, any inaction to interfere with or delay the acceptance acceptance, implementation, or implementation consummation of the Plan; (v) maintain good standing under Restructuring and the laws of the state in which each Company Entity is incorporated or organized; (vi) if the Company knows of a material breach by any Consenting Party of such Consenting Party’s representations or warranties set forth transactions contemplated in this Agreement or of a breach by any Consenting Party of such Consenting Party’s obligations or covenants (including the DIP Facility) on the terms set forth in this Agreement, furnish prompt written notice the Restructuring Term Sheet, the DIP Credit Agreement, 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 Entity or any subsidiary thereof; (and B) 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 event within three business days restructuring, workout, plan of such actual knowledgearrangement, or chapter 11 plan for the Company (except a chapter 11 plan pursued in compliance with this Agreement); (C) exercise any right or remedy for the enforcement, collection, or recovery of any claim against the Company or any direct or indirect subsidiaries of the Company that do not file for chapter 11 relief under the Bankruptcy Code, except in a manner consistent with this Agreement or (D) object to counsel or oppose, or support any other Person’s efforts to object to or oppose, any motions filed by the Ad Hoc GroupsCompany that are consistent with this Agreement; (viiix) not direct any administrative agent, collateral agent or indenture trustee (as applicable) or other such agent or trustee to take any action inconsistent with such Consenting Lender’s obligations under this Agreement and, if any applicable administrative agent, collateral agent or indenture trustee or other such agent or trustee (as applicable) takes any action inconsistent with such Consenting Lender’s obligations under this Agreement, such Consenting Lender shall use its commercially reasonable efforts to direct such administrative agent, collateral agent or indenture trustee or other such agent or trustee (as applicable) to cease and refrain from taking any such action; provided that notwithstanding anything else herein, the Consenting Lenders shall not be obligated to provide such agents and trustees any indemnity or incur out-of-pocket costs or liabilities similar to an indemnity (or any out-of-pocket costs or liabilities similar to an indemnity prohibited by a Party’s organizational or constitutional documents) in order to comply with this provision; and (x) to the extent any legal or structural impediment arises that would prevent, hinder, hinder or delay the consummation of the Restructuring contemplated hereinRestructuring, support negotiate with the Debtors and take all steps reasonably necessary and desirable the other Consenting Lenders in good faith appropriate additional or alternative provisions to address any such impediment; legal or structural impediment to the Restructuring, provided that no Consenting First Lien Lender shall be obligated to agree to or negotiate any such alternative provision that has or could have any adverse effect (viiiother than in an immaterial respect) prepare on the form, substance, or cause amount of such Consenting First Lien Lender’s recovery or any of the rights or remedies available to be prepared the Definitive Documents (including, without limitation, all relevant motions, applications, orders, agreements and other documents), each of which, for the avoidance of doubt, shall contain terms and conditions consistent with it under this Agreement or otherwise contemplated pursuant to this Agreement, and use good faith efforts to provide draft copies of all Definitive Documents at least two (2) business days prior to the date when the Company intends to file or execute such document and shall consult in good faith with such parties regarding the form and substance of such Definitive Document or any such proposed filing with the Bankruptcy Court. The Company will provide draft copies of all other material pleadings the Company intends to file with the Bankruptcy Court to counsel to the Ad Hoc Groups, no later than two (2) business days prior to filing such pleading to the extent reasonably practicable and shall consult in good faith with such counsel regarding the form and substance of any such proposed pleading; (ix) file such “first day” motions and pleadings determined by the Company to be necessary, in form and substance reasonably acceptable to the Required Consenting First Lien NoteholdersTerm Sheet, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, and to seek interim and final (to the extent necessary) orders, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, from the Bankruptcy Court approving the relief requested in such “first day” motions; (x) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (A) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (C) dismissing the Chapter 11 Cases; (xi) not seek or solicit any Alternative Transaction; (xii) support and complete the Restructuring and all other actions contemplated in connection therewith and under the Definitive Documents, including support and take all actions as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate or the Restructuring; (xiii) timely file a formal objection, in form and substance reasonably acceptable ; provided further that no Consenting Second Lien Noteholder shall be obligated to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, agree to any motion filed with such alternative provision that has or could have any adverse effect (other than in an immaterial respect) on the Bankruptcy Court by a third party seeking the entry form, substance, or amount of an order modifying such Consenting Second Lien Noteholder’s recovery or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan reorganization, as applicable; and (xiv) (A) operate the business any of the Company and its direct and indirect subsidiaries in the ordinary course in a manner that is consistent with rights or remedies available to it under this Agreement or otherwise contemplated pursuant to this Agreement, past practicesthe Term Sheet, and to preserve intact the Company’s business organization and relationships with third parties (including lessors, licensors, suppliers, distributors and customers) and employees, (B) subject to applicable non-disclosure agreements and the terms thereof, keep advisors to the Ad Hoc Groups reasonably informed about the operations of the Company and its direct and indirect subsidiaries, and (C) promptly notify advisors to the Ad Hoc Groups of any material governmental or third party complaints, litigations, investigations or hearings; and (xv) provide prompt written notice to counsel to the Ad Hoc Groups between the date hereof and the Effective Date of (A) the occurrence of a Termination Event; (B) any matter or circumstance which the Company knowscontemplated Definitive Documents, or suspects is likely, to be a material impediment to the implementation or consummation of the Restructuring; or (C) if any Person has challenged the validity or priority of, or has sought to avoid, any lien securing the 1L Notes, the 1.5L Notes or the 2L Notes pursuant to a pleading filed with the Bankruptcy Court.

Restructuring Support. During the Support Period, subject to the terms and conditions hereof hereof, each Supporting Party agrees, severally and not jointly (includingsolely in its capacity as a holder of Specified Claims and Interests, without limitation, Section 10and in no other capacity), solely as long as it remains the legal owner, beneficial owner, and/or investment advisor or manager of or with power and/or authority to bind any Specified Claims and except as expressly waived by the Required Consenting Parties Interests against and/or in writing from time to time, the Company agrees held by it, that it shall use commercially reasonable efforts, and shall use commercially reasonable efforts to cause each of its subsidiaries to, without limitation: (i) implement to not oppose or otherwise object to the Restructuring Restructuring, including by (A) timely voting all its Specified Claims and Interests (or directing the beneficial owner of the Claims and Interests on whose behalf it has executed this Agreement to timely vote) to accept the Plan and Scheme of Arrangement (to the extent such Claims and Interests are entitled to vote thereunder) and not changing or revoking its vote (subject to receipt of a Bankruptcy Court- approved Disclosure Statement), provided, that such vote shall be deemed immediately revoked and void ab initio upon termination of this Agreement in accordance with the terms and conditions set forth herein; (ii) implement and consummate hereof before the Plan in a timely manner and take any and all commercially reasonable and appropriate actions in furtherance of the Plan, as contemplated under this Agreement; (iii) upon reasonable request, inform the legal and financial advisors to the Ad Hoc Groups as to: (A) the material business and financial (including liquidity) performance of the Company Entities; (B) the status and progress of the negotiations of the Definitive Documents; and (C) the status of obtaining any necessary or desirable authorizations (including consents) from any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange; (iv) (A) support and take all commercially reasonable actions necessary to facilitate the solicitation, confirmation, and consummation of the Plan, as applicable, and the transactions contemplated thereby, (B) not take any action directly or indirectly that is materially inconsistent with, or that would reasonably be expected to prevent, interfere with, delay, or impede the confirmation and consummation of the Plan, and (CB) notnot exercising any right to “opt out” of the third-party releases contained in the Plan; provided, nor encourage that, with respect to the Supporting Governmental Opioid Claimants, such support will only be with respect to such entity’s Opioid Claims and not with respect to any other person toClaims or Interests; provided, further, that the Plaintiff’s Executive Committee need only recommend that all Opioid Claimants in the MDL take any action which would, the actions contemplated by (A) and (B) above; (ii) to not oppose or would reasonably otherwise object to (A) the petition to be expected to, breach presented by the directors of the Parent or be inconsistent with this Agreement or delay, impede, appeal, or take any other negative action, directly Company Entity before the High Court of Ireland for appointment of the Examiner to the Parent or indirectly, to interfere any other Company Entity for the purposes of or in connection with the acceptance or implementation of the PlanRestructuring, (B) any ancillary applications brought before the High Court of Ireland relating to such petition, including for the appointment of the Examiner to the Parent or any other Company Entity on an interim basis pending the hearing of the petition and/or the appointment of the Examiner to any Company Entity as a “related company” (within the meaning of Section 2 of the Companies ▇▇▇ ▇▇▇▇ of Ireland), and/or (C) any application(s) for recognition or other proceedings by any Company Entity under the Canadian Companies’ Creditors Arrangement Act to the extent necessary to implement the Restructuring; (iii) to not oppose or otherwise object to the Company’s application to the Bankruptcy Court for entry of the 105(a) Order; (iv) to not oppose or otherwise object to the Company’s application to appoint a Future Claimants Representative; (v) maintain good standing under to not oppose or otherwise object to, and not directly or indirectly interfere with (or instruct or encourage any other Person to directly or indirectly interfere with), the laws CMS/DOJ/States Settlement and/or the implementation thereof (including any motion or other request for entry of an order of the state in Bankruptcy Court, which each Company Entity is incorporated or organizedmay be the Confirmation Order, approving the CMS/DOJ/States Settlement); (vi) if the Company knows of a material breach by to not oppose or otherwise object to any Consenting Party of such Consenting Party’s representations or warranties set forth key employee incentive and retentive based compensation programs in this Agreement or of a breach by any Consenting Party of such Consenting Party’s obligations or covenants set forth in this Agreement, furnish prompt written notice (and in any event within three business days of such actual knowledge) to counsel existence prior to the Ad Hoc GroupsAgreement Effective Date; (vii) not to solicit, support or take any action to initiate or implement any Alternative Transaction with respect to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring contemplated herein, support and take all steps reasonably necessary and desirable to address any such impedimentCompany; (viii) prepare not to take any action to advance the pursuit or cause prosecution of any Opioid Claims against Mallinckrodt (including seeking any discovery from Mallinckrodt in respect thereto); provided, that, nothing herein shall prevent any Supporting Party from continuing (x) to be prepared the Definitive Documents pursue or prosecute any claims against non-Mallinckrodt third-parties, including co-defendants of Mallinckrodt or to take discovery from non-Mallinckrodt parties in connection with those third- party claims or (including, without limitation, all relevant motions, applications, orders, agreements and other documents), each of which, for the avoidance of doubt, shall contain terms and conditions consistent with this Agreement, and use good faith efforts y) to provide draft copies of all Definitive Documents at least two (2) business days prior to the date when the Company intends to file or execute such document and shall consult take discovery from Mallinckrodt solely in good faith with such parties regarding the form and substance furtherance of such Definitive Document or any such proposed filing with the Bankruptcy Court. The Company will provide draft copies of all other material pleadings the Company intends to file with the Bankruptcy Court to counsel to the Ad Hoc Groups, no later than two (2) business days prior to filing such pleading to the extent reasonably practicable and shall consult in good faith with such counsel regarding the form and substance of any such proposed pleadingclaims against non-Mallinckrodt third parties; (ix) file such “first day” motions not to take any action to advance the pursuit or prosecution of any Specified Claims and pleadings determined by the Company to be necessary, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, and to seek interim and final (to the extent necessary) orders, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, from the Bankruptcy Court approving the relief requested in such “first day” motionsInterests against any Non-Debtor Affiliates; (x) timely file a formal objectionto reasonably cooperate with each other and the Company in good faith in connection with the negotiation, in form and substance reasonably acceptable drafting, execution (to the Required Consenting First Lien Noteholdersextent such Party is a party thereto), the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (A) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) delivery of the Bankruptcy Code), (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (C) dismissing the Chapter 11 CasesDefinitive Documents; (xi) not seek to negotiate with the other Parties in good faith appropriate additional or solicit alternative provisions to address any Alternative Transactionimpediment to the Restructuring that may arise; (xii) support not to transfer its Specified Claims and complete the Restructuring and all Interests to any other actions contemplated Person except as provided in connection therewith and under the Definitive Documents, including support and take all actions as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the Restructuring;this Agreement; and (xiii) timely file not to take any action that would trigger a formal objection, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan reorganization, as applicable; and (xiv) (A) operate the business of the Company and its direct and indirect subsidiaries in the ordinary course in a manner that is consistent with this Agreement, past practices, and to preserve intact the Company’s business organization and relationships with third parties (including lessors, licensors, suppliers, distributors and customers) and employees, (B) subject to applicable non-disclosure agreements and the terms thereof, keep advisors to the Ad Hoc Groups reasonably informed about the operations of the Company and its direct and indirect subsidiaries, and (C) promptly notify advisors to the Ad Hoc Groups of any material governmental or third party complaints, litigations, investigations or hearings; and (xv) provide prompt written notice to counsel to the Ad Hoc Groups between the date hereof and the Effective Date of (A) the occurrence of a Termination Event; (B) any matter or circumstance which the Company knows, or suspects is likely, to be a material impediment to the implementation or consummation of the Restructuring; or (C) if any Person has challenged the validity or priority of, or has sought to avoid, any lien securing the 1L Notes, the 1.5L Notes or the 2L Notes pursuant to a pleading filed with the Bankruptcy Court.Mandatory Offer

Restructuring Support. During the Support Period, subject to the terms and conditions hereof (includinghereof, without limitationeach Consenting Creditor agrees, Section 10)severally and not jointly, and except as expressly waived by the Required Consenting Parties in writing from time to time, the Company agrees that it shall use commercially reasonable efforts, and shall use commercially reasonable efforts to cause each of its subsidiaries to, without limitationshall: (i) implement use its commercially reasonable efforts to support the Restructuring and the transactions contemplated by the Plan, and act in accordance good faith, and take all commercially reasonable actions necessary to consummate the Restructuring and the transactions contemplated by the Plan, in a manner consistent with this Agreement, including the terms and conditions timelines set forth herein; (ii) implement and consummate the Plan in a timely manner and neither (A) take any and all commercially reasonable and appropriate actions action inconsistent with such Consenting Creditor’s obligations under this Agreement nor (B) directly or indirectly, or encourage any other person or entity to directly or indirectly: (1) object to, delay, impede, or take any other action or any inaction to interfere with the acceptance, implementation, or consummation, of the Restructuring; (2) propose, file, support, vote for, or take any other action in furtherance of any restructuring, workout, plan of reorganization for the Company that is inconsistent with this Agreement or the Plan; or (3) exercise any right or remedy for the enforcement, as contemplated under collection, or recovery of any Claim against the Company except in a manner consistent with this Agreement;; and (iii) upon reasonable request, inform the legal and financial advisors subject to the Ad Hoc Groups as to: receipt of the Disclosure Statement and applicable related documents in respect of the Restructuring, (A) promptly vote or cause to be voted any Claims it holds to accept the material business Plan by delivering its duly executed and financial (including liquidity) performance completed ballot and proxy or ballots and proxies, as applicable, accepting the Plan on a timely basis following commencement of the Company Entitiessolicitation of proxies in respect of the Plan in accordance with applicable law; (B) not change or withdraw such vote or the status elections described below (or cause or direct such vote or elections to be changed or withdrawn); provided, that such vote or elections shall be deemed revoked (and progress upon such revocation, void ab initio) at any time upon the termination of this Agreement in accordance with Section 5 hereof unless such Consenting Creditor otherwise provides written notice to the negotiations of Company and the Definitive Documentsother Parties rejecting such automatic revocation; and (C) to the status extent it is permitted to elect to opt out of obtaining any necessary or desirable authorizations (including consents) from any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange; (iv) (A) support and take all commercially reasonable actions necessary to facilitate the solicitation, confirmation, and consummation of releases set forth in the Plan, as applicable, and the transactions contemplated thereby, (B) not take any action directly or indirectly that is materially inconsistent with, or that would reasonably be expected elect to prevent, interfere with, delay, or impede the confirmation and consummation opt out of the Plan, and (C) not, nor encourage any other person to, take any action which would, or would reasonably be expected to, breach or be inconsistent with this Agreement or delay, impede, appeal, or take any other negative action, directly or indirectly, to interfere with the acceptance or implementation of the Plan; (v) maintain good standing under the laws of the state in which each Company Entity is incorporated or organized; (vi) if the Company knows of a material breach by any Consenting Party of such Consenting Party’s representations or warranties releases set forth in the Plan by timely delivering its duly executed and completed ballot and proxy or ballots and proxies indicating such election (subject to the foregoing obligation to submit such ballot and proxy). Notwithstanding the foregoing, nothing in this Agreement or of the Plan, shall: (1) be construed to limit consent and approval rights provided in this Agreement and the Definitive Documents; (2) be construed to prohibit any Consenting Creditor from contesting whether any matter, fact, or thing is a breach by any Consenting Party of such Consenting Party’s obligations of, or covenants set forth in is inconsistent with, this Agreement, furnish prompt written notice (and in any event within three business days of such actual knowledge) to counsel to the Ad Hoc Groups; (vii) to the extent any legal or structural impediment arises that would prevent, hinder, exercising rights or delay the consummation of the Restructuring contemplated remedies specifically reserved herein, support and take all steps reasonably necessary and desirable to address any such impediment; (viii) prepare or cause to be prepared the Definitive Documents (including, without limitation, all relevant motions, applications, orders, agreements and other documents), each of which, for the avoidance of doubt, shall contain terms and conditions consistent with this Agreement, and use good faith efforts to provide draft copies of all Definitive Documents at least two (2) business days prior to the date when the Company intends to file or execute such document and shall consult in good faith with such parties regarding the form and substance of such Definitive Document or any such proposed filing with the Bankruptcy Court. The Company will provide draft copies of all other material pleadings the Company intends to file with the Bankruptcy Court to counsel to the Ad Hoc Groups, no later than two (2) business days prior to filing such pleading to the extent reasonably practicable and shall consult in good faith with such counsel regarding the form and substance of any such proposed pleading; (ix) file such “first day” motions and pleadings determined by the Company to be necessary, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, and to seek interim and final (to the extent necessary) orders, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, from the Bankruptcy Court approving the relief requested in such “first day” motions; (x) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (A) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (C) dismissing the Chapter 11 Cases; (xi) not seek or solicit any Alternative Transaction; (xii) support and complete the Restructuring and all other actions contemplated in connection therewith and under the Definitive Documents, including support and take all actions as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the Restructuring; (xiii) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan reorganization, as applicable; and (xiv) (A) operate the business of the Company and its direct and indirect subsidiaries in the ordinary course in a manner that is consistent with this Agreement, past practices, and to preserve intact the Company’s business organization and relationships with third parties (including lessors, licensors, suppliers, distributors and customers) and employees, (B) subject to applicable non-disclosure agreements and the terms thereof, keep advisors to the Ad Hoc Groups reasonably informed about the operations of the Company and its direct and indirect subsidiaries, and (C) promptly notify advisors to the Ad Hoc Groups of any material governmental or third party complaints, litigations, investigations or hearings; and (xv) provide prompt written notice to counsel to the Ad Hoc Groups between the date hereof and the Effective Date of (A) the occurrence of a Termination Event; (B) any matter or circumstance which the Company knows, or suspects is likely, to be a material impediment to the implementation or consummation of the Restructuring; or (C3) if impair or waive the rights of any Person has challenged the validity Consenting Creditor to assert or priority of, or has sought to avoid, raise any lien securing the 1L Notes, the 1.5L Notes or the 2L Notes pursuant to a pleading filed objection expressly permitted under this Agreement in connection with the Bankruptcy Courtany judicial hearing.

Restructuring Support. During the Support Period, subject to the terms and conditions hereof (including, without limitation, including Section 1010 of this Agreement), and except as expressly waived by the Required Consenting Parties in writing from time to time, the Company agrees that it shall use commercially reasonable effortsshall, and shall use commercially reasonable efforts to cause each of its subsidiaries subsidiaries, to, without limitation: (i) implement the Restructuring and/or the Sale Process in accordance with the terms and conditions set forth herein; (ii) implement and consummate the Plan Restructuring and/or the Sale Transaction in a timely manner and take any and all commercially reasonable and appropriate actions in furtherance of the PlanRestructuring and/or the Sale Process, as contemplated under this Agreement; (iii) upon reasonable request, inform the legal and financial advisors to the Ad Hoc Groups Lender Advisors as to: (A) the material business and financial (including liquidity) performance of the Company Entities; and (B) the status and progress of the negotiations of the Definitive Documents; and (C) the status of obtaining any necessary or desirable authorizations (including consents) from each Consenting Prepetition Lender, any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange; (iv) without interfering with the Restructuring and/or the Sale Process, (A) support and take all commercially reasonable actions necessary and appropriate, including those actions reasonably requested by the Required Consenting Lenders or the Prepetition Agent to facilitate the solicitation, confirmation, and consummation of Restructuring and/or the Plan, as applicableSale Transaction, and the other transactions contemplated thereby, in accordance with this Agreement within the timeframes contemplated herein; (B) not take any action directly or indirectly that is materially inconsistent with, or is intended to, or that would reasonably be expected to prevent, interfere with, delay, or impede impede, the confirmation and consummation of Restructuring and/or the PlanSale Transaction, and or any Definitive Document; (C) not, nor encourage any other person to, take any action which would, or would reasonably be expected to, to breach or otherwise be inconsistent with this Agreement in any material respect or delay, materially delay or impede, appeal, or take any other negative action, directly or indirectly, to materially interfere with the acceptance Restructuring and/or the Sale Transaction, or implementation any Definitive Document; and (D) seek approval from the Bankruptcy Court of the PlanBidding Procedures, the DIP Orders, the Disclosure Statement Order, the Confirmation Order, and/or the Sale Order and within the timeframes contemplated in this Agreement; (v) maintain good standing under the laws of the state or other jurisdiction in which each Company Entity or subsidiary is incorporated or organized; (vi) if the Company knows of a material breach by any Consenting Party of such Consenting Party’s representations or warranties set forth in this Agreement or of a breach by any Consenting Party of such Consenting Party’s obligations or covenants set forth in this Agreement, furnish prompt written notice (and in any event within three business days of such actual knowledge) to counsel to the Ad Hoc Groups; (vii) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring and/or the Sale Process contemplated herein, support and take all steps reasonably necessary and desirable to address any such impedimentimpediment and to effectuate the Restructuring in accordance with this Agreement; (vii) not take any action, and not encourage any other person or entity to, take any action, directly or indirectly, that would reasonably be expected to breach or otherwise be inconsistent with this Agreement, or take any other action, directly or indirectly, that would reasonably be expected to interfere with the implementation of the Restructuring and/or the Sale Process or the Agreement; (viii) prepare or cause provide to be prepared the Definitive Documents (including, without limitation, all relevant motions, applications, orders, agreements and other documents), each of which, for the avoidance of doubt, shall contain terms and conditions consistent with this Agreement, and use good faith efforts to provide Lender Advisors draft copies of all Definitive Documents and all other pleadings, motions, declarations, supporting exhibits and proposed orders and any other material document that the Company intends to file with the Bankruptcy Court, to the extent reasonably practicable, at least two (2) business three calendar days prior to the date when the Company intends to file or execute such document documents and shall consult in good faith with such parties regarding the form and substance of such Definitive Document or any such proposed filing with the Bankruptcy Court. The Company will provide draft copies of all other material pleadings the Company intends to file with the Bankruptcy Court to counsel to the Ad Hoc Groups, no later than two (2) business days prior to filing such pleading to the extent reasonably practicable and shall consult in good faith with such counsel regarding the form and substance of any such proposed pleadingdocuments; (ix) file such “first day” motions and pleadings determined by the Company to be necessary, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, and to seek interim and final (to the extent necessary) orders, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, from the Bankruptcy Court approving the relief requested in such “first day” motions; (x) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder NoteholdersPrepetition Lenders, to any motion or request filed with the Bankruptcy Court by a third party seeking the entry of an order (A) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (C) dismissing the Chapter 11 Cases; (xix) not seek or solicit any Alternative Transaction; (xii) support and complete the Restructuring and all other actions contemplated in connection therewith and under the Definitive Documents, including support and take all actions as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the RestructuringRestructuring and/or the Sale Transaction and to cooperate with any efforts undertaken by the Consenting Prepetition Lenders with respect to obtaining any required regulatory or third-party approvals in connection with the Restructuring and/or the Sale Process; actively oppose and object to the efforts of any person seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring and/or the Sale Transaction (including, if applicable, the filing of timely filed objections or written responses) to the extent such opposition or objection is reasonably necessary to facilitate implementation of the Restructuring and/or the Sale Process; (xiiixi) consult and negotiate in good faith with the Consenting Prepetition Lenders and the Lender Advisors regarding the execution of Definitive Documents and the implementation of the Restructuring and/or the Sale Process; (xii) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder NoteholdersPrepetition Lenders, to any motion or request filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan reorganization, as applicable; and; (xiv) (A) operate the business of the Company and its direct and indirect subsidiaries in the ordinary course in a manner that is consistent with this Agreement, past practices, and to preserve intact the Company’s business organization and relationships with third parties (including lessors, licensors, suppliers, distributors and customers) and employees, (B) subject to applicable non-disclosure agreements and the terms thereof, keep advisors to the Ad Hoc Groups reasonably informed about the operations of the Company and its direct and indirect subsidiaries, and (C) promptly notify advisors to the Ad Hoc Groups of any material governmental or third party complaints, litigations, investigations or hearings; and (xvxiii) provide prompt written notice to counsel to the Ad Hoc Groups between Lender Advisors during the date hereof and the Effective Date of Support Period (A) of the occurrence of a Termination Event; or (B) any matter or circumstance which the Company knows, or suspects is likely, to be a material impediment to the implementation or consummation of the Restructuring; or (C) if any Person person has challenged the validity or priority of, or has sought to avoid, any lien securing the 1L Notes, the 1.5L Notes or the 2L Notes Prepetition Term Loans pursuant to a pleading filed with the Bankruptcy Court; (xiv) inform the Consenting Prepetition Lenders promptly after becoming aware of: (i) any matter or circumstance which they know, or believe is likely, to be a material impediment to the implementation or consummation of the Restructuring and/or the Sale Process; (ii) any notice of any commencement of any material involuntary insolvency proceedings, legal suit for payment of debt, or securement of security from or by any person in respect of any Company Entity; (iii) a material breach of this Agreement by any Company Entity; and (iv) any representation or statement made or deemed to be made by them under this Agreement which is or proves to have been incorrect or misleading in any material respect when made or deemed to be made; (xv) use commercially reasonable efforts to seek additional support for the Restructuring and/or the Sale Process from their other material stakeholders to the extent the Company deems reasonably prudent; and (xvi) not, directly or indirectly, seek, solicit, support, encourage, propose, assist, consent to, vote for, or enter into any agreement with any non-Party regarding, any Alternative Transaction; provided that, if the Company receives a written or oral proposal or expression of interest regarding any Alternative Transaction, the Company shall notify (email being sufficient) the Lender Advisors of any such proposal or expression of interest, including the material terms thereof, no later than 48 hours after the receipt of any such proposal or expression of interest.

Restructuring Support. During the Support Period, subject to the terms and conditions hereof (including, without limitation, including Section 1010 of this Agreement), and except as expressly waived by the Required Consenting Parties in writing from time to time, the Company agrees that it shall use commercially reasonable effortsshall, and shall use commercially reasonable efforts to cause each of its subsidiaries subsidiaries, to, without limitation: (i) implement the Restructuring in accordance with the terms and conditions set forth herein, the Restructuring Term Sheet, and the Definitive Documents; (ii) implement and consummate the Plan in a timely manner and take any and all commercially reasonable and appropriate actions in furtherance of the Plan, as contemplated under this Agreement; (iii) upon reasonable request, inform the legal and financial advisors to the Ad Hoc Groups Advisors as to: (A) the material business and financial (including liquidity) performance of the Company Entities; and (B) the status and progress of the negotiations of the Definitive Documents; and (C) the status of obtaining any necessary or desirable authorizations (including consents) from each Consenting Lender, any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange; (iviii) (A) support and take all commercially reasonable actions necessary and appropriate, including those actions reasonably requested by the Required Consenting First Lien Lenders and, to the extent reasonably related to and implicating the Second Lien Consent Right, the Required Consenting Second Lien Noteholders, in each case, to facilitate the solicitation, confirmation, and consummation of the Plan, as applicableRestructuring, and the other transactions contemplated thereby, in accordance with this Agreement within the timeframes contemplated herein; (B) not take any action directly or indirectly that is materially inconsistent with, or is intended to, or that would reasonably be expected to prevent, interfere with, delay, or impede impede, the confirmation and consummation of the Plan, and Restructuring or any Definitive Document (other than in an immaterial respect); (C) not, nor encourage any other person Person to, take any action which would, or would reasonably be expected to, to breach or be inconsistent with this Agreement Agreement, delay or delay, impede, appeal, or take any other negative action, directly or indirectly, to interfere with any Definitive Document or the acceptance or implementation Restructuring (other than in an immaterial respect); and (D) use reasonable best efforts to obtain orders of the PlanBankruptcy Court approving the DIP Orders the Disclosure Statement Order, and/or the Confirmation Order, within the timeframes contemplated in this Agreement; (viv) maintain good standing under the laws of the state or other jurisdiction in which each Company Entity or subsidiary is incorporated or organized; (vi) if the Company knows of a material breach by any Consenting Party of such Consenting Party’s representations or warranties set forth in this Agreement or of a breach by any Consenting Party of such Consenting Party’s obligations or covenants set forth in this Agreement, furnish prompt written notice (and in any event within three business days of such actual knowledge) to counsel to the Ad Hoc Groups; (viiv) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring contemplated herein, support and take all steps reasonably necessary and desirable to address any such impedimentimpediment and to effectuate the Restructuring in accordance with this Agreement; (viiivi) prepare not take any action, and not encourage any other Person or cause to entity to, take any action, directly or indirectly, that would reasonably be prepared the Definitive Documents (includingexpected to, without limitation, all relevant motions, applications, orders, agreements and other documents), each of which, for the avoidance of doubt, shall contain terms and conditions consistent breach or be inconsistent with this Agreement, and use good faith efforts or take any other action, directly or indirectly, that would reasonably be expected to interfere with the implementation of the Restructuring, the Plan, or this Agreement; (vii) provide to the Ad Hoc Groups Advisors draft copies of all Definitive Documents and all other pleadings, motions, declarations, supporting exhibits and proposed orders and any other document that the Company intends to file with the Bankruptcy Court, to the extent practicable, at least two three (23) business calendar days prior to the date when the Company intends to file or execute such document and shall documents and, without limiting or modifying the consent rights set forth herein, consult in good faith with such parties the Ad Hoc Groups Advisors regarding the form and substance of such Definitive Document or any such proposed filing with the Bankruptcy Court. The Company will provide draft copies of all other material pleadings the Company intends to file with the Bankruptcy Court to counsel to the Ad Hoc Groups, no later than two (2) business days prior to filing such pleading to the extent reasonably practicable and shall consult in good faith with such counsel regarding the form and substance of any such proposed pleadingdocuments; (ix) file such “first day” motions and pleadings determined by the Company to be necessary, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, and to seek interim and final (to the extent necessary) orders, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, from the Bankruptcy Court approving the relief requested in such “first day” motions; (xviii) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, objection to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (A) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (C) dismissing the Chapter 11 Cases; (xiix) not seek or solicit any Alternative Transaction; (xii) support and complete the Restructuring and all other actions contemplated in connection therewith and under the Definitive Documents, including support and take all actions as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the Restructuring and Plan and to cooperate with any efforts undertaken by the Consenting Lenders with respect to obtaining any required regulatory or third-party approvals in connection with the Restructuring; actively oppose and object to the efforts of any person seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Plan or the Restructuring (including, if applicable, the filing of timely filed objections or written responses); (x) without limiting or modifying the consent rights set forth herein, consult and negotiate in good faith with the Ad Hoc Groups Advisors regarding the execution of Definitive Documents and the implementation of the Restructuring; (xiiixi) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, objection to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan reorganization, as applicable; and; (xivxii) (A) operate the business of the Company and its direct and indirect subsidiaries in the ordinary course in a manner that is consistent with this Agreement, past practicespromptly, and to preserve intact the Company’s business organization and relationships with third parties in any event, within two (including lessors2) calendar days, licensors, suppliers, distributors and customers) and employees, (B) subject to applicable non-disclosure agreements and the terms thereof, keep advisors provide written notice to the Ad Hoc Groups reasonably informed about Advisors during the operations Support Period of the Company and its direct and indirect subsidiaries, and (C) promptly notify advisors to the Ad Hoc Groups of any material governmental or third party complaints, litigations, investigations or hearings; and (xv) provide prompt written notice to counsel to the Ad Hoc Groups between the date hereof and the Effective Date of (A) the occurrence of a Termination Event; and provide prompt written notice and take all reasonably necessary actions to oppose any challenge or action by any Person or entity (Bwhether pending, threatened, or filed with the Bankruptcy Court) to the validity or priority of, or seeking to avoid, any lien securing the First Lien Loans, Second Lien Notes, or DIP Loans; (xiii) inform the Consenting Lenders and the Ad Hoc Groups Advisors in writing promptly, and in any event, within two (2) calendar days after becoming aware of: (a) any matter or circumstance which the Company knowsthey know, or suspects believe is likely, to be a material an impediment to the implementation or consummation of the RestructuringRestructuring or the Plan (and oppose such matter or circumstance); (b) any notice of any commencement of any involuntary insolvency proceedings, legal suit for payment of debt or (C) if securement of security from or by any Person has challenged the validity or priority ofin respect of any Company Entity (and oppose such proceeding, suit, or has sought securement); (c) a material breach of this Agreement by any Company Entity (and take all practicable steps to avoidremedy such breach); and (d) any representation or statement made or deemed to be made by them under this Agreement which is or proves to have been incorrect or misleading in any material respect when made or deemed to be made (and take all practicable steps to remedy such representation or statement); (xiv) use commercially reasonable efforts to seek additional support for the Restructuring from their other material stakeholders; (xv) except to the extent permitted by Section 10 hereof, not, directly or indirectly, seek, solicit, support, encourage, propose, negotiate, discuss, assist, consent to, vote for, or enter into any agreement regarding, any lien securing Alternative Transaction; provided that, if the 1L NotesCompany receives an unsolicited written or oral proposal or expression of interest regarding any Alternative Transaction, the 1.5L Notes Company shall provide copies of any written proposals and all documentation received in connection therewith (and notice and description of any oral proposals) for any such Alternative Transactions to the Ad Hoc Groups Advisors on a professional eyes only basis no later than twenty-four (24) hours following receipt thereof by the Company; provided that if the Company is bound by a binding confidentiality agreement that was in existence prior to the Agreement Effective Date with a submitting party that prohibits the Company from providing the Ad Hoc Groups Advisors with a copy of any written proposal, the Company shall only be obligated to provide a summary of all material terms thereof to the Ad Hoc Groups Advisors no later than twenty-four (24) hours following receipt thereof by the Company; (xvi) prior to the Plan Effective Date, continue to comply with all of its current public reporting requirements; (xvii) promptly file and take all commercially reasonable steps within their control that are necessary to obtain approval of the Federal Communications Commission (“FCC”) to the transactions contemplated hereby, including, without limitation, submission of one or more applications seeking FCC consent for a pro forma involuntary assignment of the 2L Notes pursuant Company’s FCC licenses to a pleading the Debtors in Possession and one or more applications seeking FCC consent to the transfer of control of the FCC licensee entities (or assignment of the FCC licenses) to an entity owned by the First Lien Lenders and the Second Lien Noteholders as contemplated hereby, as expeditiously as possible, including (A) promptly replying to any inquiries or requests from the FCC staff related to the processing of such applications, and (B) opposing any petitions or other comments filed with the Bankruptcy CourtFCC opposing grant of such applications; (xviii) a take all commercially reasonable steps within their control to cooperate with the Ad Hoc Groups Advisors and other holders of Company Claims/Interests to ensure that, to the extent requested by the Required Consenting First Lien Lenders (and, to the extent reasonably related to or implicating the Second Lien Consent Right, the Required Consenting Second Lien Noteholders), (A) the ownership structure of the reorganized Company to be proposed in the FCC application(s) (which structure may include, without limitation, the use of voting stock, limited voting stock that would be considered non-attributable for purposes of the FCC’s ownership rules, and special warrants to be issued at emergence in lieu of the voting or limited voting stock) complies with the foreign ownership limitations under section 310(b)(4) of the Communications Act of 1934, as amended, and other applicable rules, regulations, and policies of the FCC, including policies regarding waiver of the FCC’s foreign ownership limitations, without any declaratory ruling, waiver or other form of special relief, other than that which permits the holding of special warrants that may be issued in lieu of equity and in conformance with applicable FCC rules and policies, and/or (B) the ownership structure of the Company to be proposed in any post-emergence applications submitted to the FCC (including, without limitation, any application seeking approval for the conversion of any special warrants issued to any holder of Company Claims/Interest into equity in the restructured company and/or to obtain a declaratory ruling to allow, among other things, the non-U.S. ownership of the stock of the Reorganized Debtors to exceed twenty-five percent (25%)) complies with all applicable rules, regulations, and policies of the FCC including policies regarding waiver or approval of holdings in excess of the FCC’s foreign ownership limitations.

Restructuring Support. During the Support Period, subject to the terms and conditions hereof (including, without limitation, Section 10), and except as expressly waived by the Required Consenting Parties in writing from time to timehereof, the Company agrees that it shall use commercially reasonable efforts, and shall shall: (i) use commercially reasonable efforts to cause each of its subsidiaries toapprove, without limitation: (i) implement the Restructuring in accordance with the terms and conditions set forth herein; (ii) implement implement, and consummate the Plan Restructuring in a timely manner and take any and all commercially reasonable and appropriate actions in furtherance of the PlanRestructuring, as contemplated under this AgreementAgreement and the Plan; provided, that the Company shall not consummate the Restructuring unless and until all of the conditions to the effectiveness thereof set forth herein and in the Plan and the Disclosure Statement have been satisfied (or will be satisfied contemporaneously with the consummation of the Restructuring) or waived with prior written consent and in accordance with Section 10 hereof; (ii) support and take all reasonable actions necessary or reasonably requested by the Consenting Creditors to facilitate consummation of the Restructuring and the transactions contemplated thereby; (iii) upon reasonable request, inform the legal and financial advisors to the Ad Hoc Groups as to: not directly or indirectly (A) the material business and financial (including liquidity) performance propose, solicit, file, support, vote for, consent to, encourage, participate in any discussions regarding, or take any other action in furtherance of the Company Entitiesnegotiation or formulation of any Alternative Transaction other than the Restructuring; (B) otherwise support any reorganization, Restructuring, or sale process proposed by any entity that is inconsistent with this Agreement or the status and progress of the negotiations of the Definitive DocumentsPlan; and (C) the status of obtaining any necessary or desirable authorizations (including consents) from any competent judicial bodyobject to, governmental authoritydelay, banking, taxation, supervisoryimpede, or regulatory body or any stock exchange; (iv) (A) support and take all commercially reasonable actions necessary to facilitate the solicitation, confirmation, and consummation of the Plan, as applicable, and the transactions contemplated thereby, (B) not take any other action directly or indirectly that is materially inconsistent with, or that would reasonably be expected to preventdelay, interfere with, delayor obstruct the proposal, solicitation, confirmation, or impede the confirmation and consummation of the Restructuring, including engaging in any legal proceeding to object to or interfere with, the acceptance or implementation of the Restructuring in accordance with the Plan, and ; or (CD) not, nor encourage any other person to, to take any action which would, or would reasonably be expected to, to breach or be inconsistent with this Agreement or the Plan or delay, impede, interfere with, appeal, or take any other negative action, directly or indirectly, with respect to interfere with the acceptance or implementation of the PlanRestructuring; (viv) maintain good standing under the laws of the state jurisdiction in which each the Company Entity is incorporated or organizedincorporated; (viv) if the Company knows provide draft copies of a material breach by any Consenting Party of such Consenting Party’s representations or warranties set forth in this Agreement or of a breach by any Consenting Party of such Consenting Party’s obligations or covenants set forth in this Agreement, furnish prompt written notice (and in any event within three business days of such actual knowledge) to counsel to the Ad Hoc Groups; (vii) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring contemplated herein, support and take all steps reasonably necessary and desirable to address any such impediment; (viii) prepare or cause to be prepared the Definitive Documents (including, without limitation, all relevant substantive motions, applications, orders, agreements and or other documents), each of which, for documents the avoidance of doubt, shall contain terms and conditions consistent Company intends to file with this Agreement, and use good faith efforts the applicable court to provide draft copies of all Definitive Documents counsel to the Consenting Creditors at least two three (23) business days prior to the date when the Company intends to file or execute such document documents, and shall consult in good faith with such parties regarding the form and substance of such Definitive Document or any such proposed filing with the Bankruptcy Court. The applicable court; provided, that the Company will shall not be required to provide draft copies of all other material pleadings the Company intends to file with the Bankruptcy Court to counsel to the Ad Hoc Groups, no later than two (2) business days prior to filing such pleading to the extent reasonably practicable and shall consult in good faith with such counsel regarding the form and substance of any such proposed pleadingretention applications; (ixvi) file such “first day” motions motions, applications, and pleadings reasonably determined by the Company to be necessarynecessary or appropriate, such filings or other documents shall be in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder NoteholdersCreditors, and to seek interim and final (to the extent necessary) orders, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder NoteholdersCreditors, from the Bankruptcy Court court approving the relief requested in such “first day” motions; (xvii) timely file a formal objection, in form and substance reasonably acceptable provide to the Required Consenting First Lien NoteholdersCreditors and/or their respective professionals, upon reasonable advance notice to the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order Company: (A) directing reasonable access (without any material disruption to the appointment conduct of a trustee or examiner the Company’s business) during normal business hours to the Company’s books and records (with expanded powers beyond those set forth in sections 1106(a)(3including tax returns) and (4) of the Bankruptcy Code), facilities; (B) converting reasonable access to the Chapter 11 Cases to cases under chapter 7 respective management and advisors of the Bankruptcy Code, or Company for the purposes of evaluating the Company’ finances and operations and participating in the planning process with respect to the Restructuring; (C) dismissing prompt access to any information provided to any existing or prospective financing sources; and (D) prompt and complete responses to reasonable requests for information regarding the Chapter 11 CasesCompany’s books and records (including financial records and tax returns) and operations; (xiviii) as soon as reasonably practicable, but in no event more than three (3) calendar days after the Company’s receipt or knowledge of same, provide written notice to the Consenting Creditors of (A) the occurrence, or failure to occur, of any event of which the Company has actual knowledge which occurrence or failure would be likely to cause (1) any representation or warranty of the Company contained in this Agreement (including the Plan) to be untrue or inaccurate in any material respect; (2) any covenant or obligation of the Company contained in this Agreement (including the Plan) not seek to be satisfied in any material respect; or solicit (3) any Alternative Transactioncondition precedent contained in this Agreement (including the Plan) not to occur or become impossible to satisfy; (B) receipt of any written notice from any third party alleging that the consent of such party is or may be required in connection with the transactions contemplated by the Restructuring; (C) receipt of any written notice from any governmental body in connection with this Agreement or the transactions contemplated by the Restructuring; (D) receipt of any written notice of any proceeding commenced, or, to the knowledge of the Company, threatened against the Company (including by any taxing authority), relating to or involving or otherwise affecting in any material respect the transactions contemplated by the Restructuring; and (E) any failure of the Company to comply, in any material respect, with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder; (xiiix) support and complete the Restructuring and all other actions contemplated in connection therewith and under the Definitive Documents, including support and take all actions as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the Restructuring; (xiiix) timely file a formal objectionexecute and/or deliver, as soon as practicable, all other documents, agreements, instructions, proxies, directions, consents, ballots, votes, or other materials required to be submitted, or that the Consenting Creditors reasonably request that the Company submit, in form connection with a vote on, solicitation of votes for, implementation of or in pursuit of the Plan, and substance file all other notices, and take such other action, that is consistent with or reasonably acceptable required to approve, implement and consummate the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan reorganization, as applicable; andRestructuring; (xivxi) (A) use commercially reasonable efforts to, subject to the Restructuring, (1) operate the business of the Company and its direct and indirect subsidiaries in the ordinary course in a manner that is course, consistent with this Agreementpast practice (including with respect to tax matters); (2) keep available the services of its current officers and material employees (in each case, past practicesother than voluntary resignations, terminations for cause, or terminations consistent with applicable fiduciary duties upon the advice of counsel); and to (3) preserve intact the Company’s business organization and in all material respects its relationships with third parties (including lessorscustomers, licensorssales representatives, suppliers, distributors distributors, and customers) others, in each case, having material business dealings with the Company (other than terminations for cause, or consistent with applicable fiduciary duties based upon the advice of counsel); and employees, (B) subject to applicable non-disclosure agreements and not sell any asset or collection of assets with a fair market value greater than $50,000 without the terms thereof, keep advisors to the Ad Hoc Groups reasonably informed about the operations consent of the Company and its direct and indirect subsidiaries, and (C) promptly notify advisors to the Ad Hoc Groups of any material governmental or third party complaints, litigations, investigations or hearings; and (xv) provide prompt written notice to counsel to the Ad Hoc Groups between the date hereof and the Effective Date of (A) the occurrence of a Termination Event; (B) any matter or circumstance which the Company knows, or suspects is likely, to be a material impediment to the implementation or consummation of the Restructuring; or (C) if any Person has challenged the validity or priority of, or has sought to avoid, any lien securing the 1L Notes, the 1.5L Notes or the 2L Notes pursuant to a pleading filed with the Bankruptcy Court.Consenting Creditors;

Restructuring Support. During the Support Period, subject to the terms and conditions hereof hereof, each Consenting Prepetition ▇▇▇▇▇▇ agrees, severally and not jointly, that it shall: (includingi) consult and negotiate in good faith with the Company, without limitationits Representatives, Section 10)other Consenting Prepetition Lenders and their respective Representatives, and except as expressly waived by the Required Consenting Parties in writing from time to time, the Company agrees that it shall use commercially reasonable efforts, and shall use commercially reasonable efforts to cause each of execute, perform its subsidiaries toobligations under, without limitation:and consummate the transactions contemplated by, the Definitive Documents to which it is or will be a party or for which its approval or consent is required, including, to the extent necessary or appropriate, directing the administrative and/or collateral agents under the Prepetition Loan Documents and/or DIP Facility to effectuate the transactions contemplated herein; (iii) implement use commercially reasonable efforts to support and not object to the Restructuring and/or the Sale Process, including the other transactions contemplated by this Agreement, the Restructuring Term Sheet, the DIP Credit Agreement, and the other Definitive Documents, and use commercially reasonable efforts to take any reasonable action necessary or reasonably requested by the Company in accordance a timely manner to effectuate the Restructuring and/or the Sale Process, including the transactions contemplated by the Restructuring Term Sheet and/or the other Definitive Documents, in a manner consistent with this Agreement, including the terms and conditions timelines set forth herein; (iiiii) implement and consummate the Plan not, directly or indirectly, seek, solicit, support, encourage, propose, assist, consent to, vote for, or enter or participate in a timely manner and take any and all commercially reasonable and appropriate actions discussions or any agreement with any non-Party regarding any Alternative Transaction; provided, that nothing in furtherance this clause (iii) shall affect any rights, if any, of the Plan, as contemplated under Consenting Prepetition Lenders set forth in Section 10 of this Agreement; (iiiiv) upon use commercially reasonable request, inform efforts to cooperate with and assist the legal Company Entities in obtaining additional support for the Restructuring and/or the Sale Process from the Company Entities’ other creditors and financial advisors interest holders; (v) support and not object to the Ad Hoc Groups as DIP Motion and entry of the DIP Orders in accordance with this Agreement; (vi) support and not object to the Plan or the Sale Process, the Bidding Procedures Motion, or entry of the Disclosure Statement Order, the Confirmation Order, and/or the Sale Order; (vii) vote all Claims beneficially owned by such Consenting Prepetition Lender or for which it is the nominee, investment manager, or advisor for beneficial holders thereof, to accept the Plan in accordance with the applicable procedures set forth in the Disclosure Statement and accompanying voting materials, and return a duly-executed ballot in connection therewith no later than the applicable deadline set forth in the Disclosure Statement Order (and not change, withdraw, or revoke any such vote); (viii) not, directly or indirectly, encourage any other Person to: , directly or indirectly, (A) object to, delay, postpone, challenge, oppose, impede, or take any other action or any inaction to interfere with or delay the material business and financial (including liquidity) performance acceptance, implementation, or consummation of the Restructuring and/or the Sale Process and the transactions contemplated in this Agreement on the terms set forth in this Agreement, the Restructuring Term Sheet, the DIP Credit Agreement, the Plan, the Bidding Procedures, 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 EntitiesEntity or any subsidiary thereof; (B) solicit, negotiate, propose, file, support, enter into, consummate, file with the status and progress 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 negotiations of Company (except the Definitive DocumentsPlan pursued in compliance with this Agreement); and (C) exercise any right or remedy for the status of obtaining any necessary or desirable authorizations (including consents) from any competent judicial bodyenforcement, governmental authority, banking, taxation, supervisorycollection, or regulatory body recovery of any claim against the Company or any stock exchangedirect or indirect subsidiaries of the Company that do not file for chapter 11 relief under the Bankruptcy Code, except in a manner consistent with this Agreement and the Plan or (D) object to or oppose, or support any other Person’s efforts to object to or oppose, any motions filed by the Company that are consistent with this Agreement; (ivix) at the reasonable request of the Company, timely oppose, including by filing a joinder, any objections filed with the Bankruptcy Court to entry of the DIP Orders, the Bidding Procedures Order, the Disclosure Statement Order, the Confirmation Order, and/or the Sale Order that are also opposed by the Debtors in a timely pleading filed with the Bankruptcy Court; (Ax) support and take all commercially reasonable actions necessary reasonably requested by the Company to facilitate the solicitation, confirmation, implementation and consummation of the PlanRestructuring and/or the Sale Process; (xi) not direct any administrative agent, collateral agent, or other such agent or trustee (as applicable, and the transactions contemplated thereby, (B) not to take any action directly or indirectly that is materially inconsistent withwith such Consenting Prepetition Lender’s obligations under this Agreement, and, if any applicable administrative agent, collateral agent, or that would reasonably be expected other such agent or trustee (as applicable) takes any action inconsistent with such Consenting Prepetition Lender’s obligations under this Agreement, such Consenting Prepetition Lender shall use its commercially reasonable efforts to preventdirect such administrative agent, interfere with, delaycollateral agent, or impede the confirmation other such agent or trustee (as applicable) to cease and consummation of the Plan, and (C) not, nor encourage refrain from taking any other person to, take any action which would, or would reasonably be expected to, breach or be inconsistent with this Agreement or delay, impede, appeal, or take any other negative such action, directly or indirectly, to interfere with the acceptance or implementation of the Plan; (v) maintain good standing under the laws of the state in which each Company Entity is incorporated or organized; (vi) if the Company knows of a material breach by any Consenting Party of such Consenting Party’s representations or warranties set forth in this Agreement or of a breach by any Consenting Party of such Consenting Party’s obligations or covenants set forth in this Agreement, furnish prompt written notice (and in any event within three business days of such actual knowledge) to counsel to the Ad Hoc Groups; (viixii) to the extent any legal or structural impediment arises that would prevent, hinder, hinder or delay the consummation of the Restructuring contemplated hereinand/or the Sale Process, support negotiate with the Consenting Prepetition Lenders and take all steps reasonably necessary and desirable the Debtors in good faith appropriate additional or alternative provisions to address any such impediment;; or (viiixiii) prepare not directly or cause to be prepared the Definitive Documents (including, without limitation, all relevant motions, applications, orders, agreements and other documents), each of which, for the avoidance of doubt, shall contain terms and conditions consistent with this Agreement, and use good faith efforts to provide draft copies of all Definitive Documents at least two (2) business days prior to the date when indirectly seek that the Company intends have an audit. Notwithstanding the foregoing, nothing in this Agreement shall (i) be construed to file or execute such document and shall consult prohibit any Consenting Prepetition Lender from appearing as a party-in-interest in good faith with such parties regarding the form and substance of such Definitive Document or any such proposed filing with the Bankruptcy Court. The Company will provide draft copies of all other material pleadings the Company intends to file with the Bankruptcy Court to counsel to the Ad Hoc Groups, no later than two (2) business days prior to filing such pleading to the extent reasonably practicable and shall consult matter arising in good faith with such counsel regarding the form and substance of any such proposed pleading; (ix) file such “first day” motions and pleadings determined by the Company to be necessary, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, and to seek interim and final (to the extent necessary) orders, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, from the Bankruptcy Court approving the relief requested in such “first day” motions; (x) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (A) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (B) converting the Chapter 11 Cases and (ii) be construed to cases under chapter 7 of the Bankruptcy Codeprohibit any Consenting Prepetition Lender from enforcing any right, remedy, condition, consent, or (C) dismissing the Chapter 11 Cases; (xi) not seek approval requirement under this Agreement or solicit any Alternative Transaction; (xii) support and complete the Restructuring and all other actions contemplated in connection therewith and under the Definitive Documents, including support and take all actions as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the Restructuring; (xiii) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan reorganization, as applicable; and (xiv) (A) operate the business of the Company and its direct and indirect subsidiaries in the ordinary course in a manner that is consistent with this Agreement, past practices, and to preserve intact the Company’s business organization and relationships with third parties (including lessors, licensors, suppliers, distributors and customers) and employees, (B) subject to applicable non-disclosure agreements and the terms thereof, keep advisors to the Ad Hoc Groups reasonably informed about the operations of the Company and its direct and indirect subsidiaries, and (C) promptly notify advisors to the Ad Hoc Groups of any material governmental or third party complaints, litigations, investigations or hearings; and (xv) provide prompt written notice to counsel to the Ad Hoc Groups between the date hereof and the Effective Date of (A) the occurrence of a Termination Event; (B) any matter or circumstance which the Company knows, or suspects is likely, to be a material impediment to the implementation or consummation of the Restructuring; or (C) if any Person has challenged the validity or priority of, or has sought to avoid, any lien securing the 1L Notes, the 1.5L Notes or the 2L Notes pursuant to a pleading filed with the Bankruptcy CourtDocument.

Restructuring Support. During the Support Period, subject to the terms and conditions hereof hereof, each Supporting Party agrees, severally and not jointly (includingsolely in its capacity as a holder of Specified Claims and Interests, without limitation, Section 10and in no other capacity), solely as long as it remains the legal owner, beneficial owner, and/or investment advisor or manager of or with power and/or authority to bind any Specified Claims and except as expressly waived by the Required Consenting Parties Interests against and/or in writing from time to time, the Company agrees held by it, that it shall use commercially reasonable efforts, and shall use commercially reasonable efforts to cause each of its subsidiaries to, without limitation: (i) implement to not oppose or otherwise object to the Restructuring Restructuring, including by (A) timely voting all its Specified Claims and Interests (or directing the beneficial owner of the Claims and Interests on whose behalf it has executed this Agreement to timely vote) to accept the Plan and Scheme of Arrangement (to the extent such Claims and Interests are entitled to vote thereunder) and not changing or revoking its vote (subject to receipt of a Bankruptcy Court-approved Disclosure Statement), provided, that such vote shall be deemed immediately revoked and void ab initio upon termination of this Agreement in accordance with the terms and conditions set forth herein; (ii) implement and consummate hereof before the Plan in a timely manner and take any and all commercially reasonable and appropriate actions in furtherance of the Plan, as contemplated under this Agreement; (iii) upon reasonable request, inform the legal and financial advisors to the Ad Hoc Groups as to: (A) the material business and financial (including liquidity) performance of the Company Entities; (B) the status and progress of the negotiations of the Definitive Documents; and (C) the status of obtaining any necessary or desirable authorizations (including consents) from any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange; (iv) (A) support and take all commercially reasonable actions necessary to facilitate the solicitation, confirmation, and consummation of the Plan, as applicable, and the transactions contemplated thereby, (B) not take any action directly or indirectly that is materially inconsistent with, or that would reasonably be expected to prevent, interfere with, delay, or impede the confirmation and consummation of the Plan, and (CB) notnot exercising any right to “opt out” of the third-party releases contained in the Plan; provided, nor encourage that, with respect to the Supporting Governmental Opioid Claimants, such support will only be with respect to such entity’s Opioid Claims and not with respect to any other person toClaims or Interests; provided, further, that the Plaintiff’s Executive Committee need only recommend that all Opioid Claimants in the MDL take any action which would, the actions contemplated by (A) and (B) above; (ii) to not oppose or would reasonably otherwise object to (A) the petition to be expected to, breach presented by the directors of the Parent or be inconsistent with this Agreement or delay, impede, appeal, or take any other negative action, directly Company Entity before the High Court of Ireland for appointment of the Examiner to the Parent or indirectly, to interfere any other Company Entity for the purposes of or in connection with the acceptance or implementation of the PlanRestructuring, (B) any ancillary applications brought before the High Court of Ireland relating to such petition, including for the appointment of the Examiner to the Parent or any other Company Entity on an interim basis pending the hearing of the petition and/or the appointment of the Examiner to any Company Entity as a “related company” (within the meaning of Section 2 of the Companies ▇▇▇ ▇▇▇▇ of Ireland), and/or (C) any application(s) for recognition or other proceedings by any Company Entity under the Canadian Companies’ Creditors Arrangement Act to the extent necessary to implement the Restructuring; (iii) to not oppose or otherwise object to the Company’s application to the Bankruptcy Court for entry of the 105(a) Order; (iv) to not oppose or otherwise object to the Company’s application to appoint a Future Claimants Representative; (v) maintain good standing under to not oppose or otherwise object to, and not directly or indirectly interfere with (or instruct or encourage any other Person to directly or indirectly interfere with), the laws CMS/DOJ/States Settlement and/or the implementation thereof (including any motion or other request for entry of an order of the state in Bankruptcy Court, which each Company Entity is incorporated or organizedmay be the Confirmation Order, approving the CMS/DOJ/States Settlement); (vi) if the Company knows of a material breach by to not oppose or otherwise object to any Consenting Party of such Consenting Party’s representations or warranties set forth key employee incentive and retentive based compensation programs in this Agreement or of a breach by any Consenting Party of such Consenting Party’s obligations or covenants set forth in this Agreement, furnish prompt written notice (and in any event within three business days of such actual knowledge) to counsel existence prior to the Ad Hoc GroupsAgreement Effective Date; (vii) not to solicit, support or take any action to initiate or implement any Alternative Transaction with respect to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring contemplated herein, support and take all steps reasonably necessary and desirable to address any such impedimentCompany; (viii) prepare not to take any action to advance the pursuit or cause prosecution of any Opioid Claims against Mallinckrodt (including seeking any discovery from Mallinckrodt in respect thereto); provided, that, nothing herein shall prevent any Supporting Party from continuing (x) to be prepared pursue or prosecute any claims against non-Mallinckrodt third-parties, including co-defendants of Mallinckrodt or to take discovery from non-Mallinckrodt parties in connection with those third-party claims or (y) to take discovery from Mallinckrodt solely in furtherance of such claims against non-Mallinckrodt third parties; (ix) not to take any action to advance the pursuit or prosecution of any Specified Claims and Interests against any Non-Debtor Affiliates; (x) to reasonably cooperate with each other and the Company in good faith in connection with the negotiation, drafting, execution (to the extent such Party is a party thereto), and delivery of the Definitive Documents Documents; (includingxi) to negotiate with the other Parties in good faith appropriate additional or alternative provisions to address any impediment to the Restructuring that may arise; (xii) not to transfer its Specified Claims and Interests to any other Person except as provided in this Agreement; and (xiii) not to take any action that would trigger a Mandatory Offer Requirement. Nothing in this Agreement shall prohibit any Supporting Party from (1) appearing as a party-in-interest in any matter arising in the Chapter 11 Cases, without limitation(2) enforcing any right, all relevant motionsremedy, applicationscondition, ordersconsent, agreements or approval requirement under this Agreement or any Definitive Documents, (3) effecting a Transfer or purchasing, selling, or entering into transactions with respect to Specified Claims and Interests, subject to compliance with Section 4(b) below, (4) asserting or raising any objection not prohibited under or inconsistent with this Agreement in connection with the Restructuring, (5) failing to vote to support the Plan or withdrawing a vote in the support of the Plan, in each case from and after the termination of this Agreement, (6) taking any action which is required by applicable law or declining to take any action which is prohibited by applicable law, (7) retaining the benefit of any applicable legal professional privilege, (8) making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like, (9) taking any customary perfection step or other documentsaction as is necessary to preserve or defend the validity, existence or priority of its Claims against or Interests in Mallinckrodt (including the filing of a proof of claim against any Company Entity), each (10) taking any action that is not inconsistent with this Agreement, (11) consulting with other parties in interest in the Chapter 11 Cases, or (12) taking any action in furtherance of whichany Claims or Interest in Mallinckrodt other than Specified Claims and Interests, for including exercising its rights under or taking action in connection with the Make-Whole Reservation of Rights. For the avoidance of doubt, the exercise of any rights under or taking action in connection with the Make-Whole Reservation of Rights is not inconsistent with a Supporting Unsecured Noteholders’ obligations hereunder. Without limiting the foregoing, nothing in this Agreement shall contain terms and conditions consistent with this Agreement, and use good faith efforts to provide draft copies of all Definitive Documents at least two (2) business days prior limit or restrict any Supporting Party from asserting positions or objections to the date when Plan, the Company intends to file or execute such document and shall consult in good faith with such parties regarding the form and substance of such Definitive Document Restructuring, or any such proposed filing with the Bankruptcy Court. The Company will provide draft copies of all other material pleadings the Company intends to file with the Bankruptcy Court to counsel to the Ad Hoc Groups, no later than two (2) business days prior to filing such pleading to the extent reasonably practicable and shall consult matter in good faith with such counsel regarding the form and substance of any such proposed pleading; (ix) file such “first day” motions and pleadings determined by the Company to be necessary, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, and to seek interim and final (to the extent necessary) orders, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, from the Bankruptcy Court approving the relief requested in such “first day” motions; (x) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (A) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (B) converting the Chapter 11 Cases to cases under chapter 7 in such Supporting Party’s capacity as a holder of a Claim or Interest in Mallinckrodt other than Specified Claims and Interests. Each Party agrees that a Supporting Party’s entry into, execution, or performance of this Agreement (including without limitation a Supporting Party’s vote in favor of the Bankruptcy CodePlan) shall not be referenced, used, or (C) dismissing held in any way against the Chapter 11 Cases; (xi) not seek or solicit any Alternative Transaction; (xii) support and complete the Restructuring and all other actions contemplated Supporting Party in connection therewith and under the Definitive Documents, including support and take all actions its capacity as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the Restructuring; (xiii) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Company’s exclusive right to file and/or solicit acceptances holder of a plan reorganization, as applicable; and (xiv) (A) operate the business of the Company Claim or Interest in Mallinckrodt other than Specified Claims and its direct and indirect subsidiaries in the ordinary course in a manner that is consistent with this Agreement, past practices, and to preserve intact the Company’s business organization and relationships with third parties (including lessors, licensors, suppliers, distributors and customers) and employees, (B) subject to applicable non-disclosure agreements and the terms thereof, keep advisors to the Ad Hoc Groups reasonably informed about the operations of the Company and its direct and indirect subsidiaries, and (C) promptly notify advisors to the Ad Hoc Groups of any material governmental or third party complaints, litigations, investigations or hearings; and (xv) provide prompt written notice to counsel to the Ad Hoc Groups between the date hereof and the Effective Date of (A) the occurrence of a Termination Event; (B) any matter or circumstance which the Company knows, or suspects is likely, to be a material impediment to the implementation or consummation of the Restructuring; or (C) if any Person has challenged the validity or priority of, or has sought to avoid, any lien securing the 1L Notes, the 1.5L Notes or the 2L Notes pursuant to a pleading filed with the Bankruptcy CourtInterests.