Common use of Support for the Restructuring Clause in Contracts

Support for the Restructuring. Subject to Clause 8 (Limitations) and until the Termination Date, each of the Consenting Noteholders undertakes in favour of the Company and the Subsidiary Guarantors that it will (or, as applicable, will procure that a duly authorised representative, proxy or nominee will), in each case at the cost of the Company and the Subsidiary Guarantors, take all reasonable actions which it is reasonably requested by the Company to take in order to support, facilitate, implement or otherwise give effect to the Restructuring (provided that such action is consistent in all material respects with the Term Sheet) as soon as reasonably practicable and, in any event, before the Longstop Date, including (without limitation): 4.1.1 supporting the Schemes prior and subject to the sanction of the BVI Court and the Hong Kong Court, as applicable; 4.1.2 attending the Scheme Meetings by proxy or in person and voting its Locked‐Up Notes in favour of the Schemes and any amendment or modification to the Schemes or adjournment to the Scheme Meetings (or any one of them), provided that they are proposed by the Company and that the terms of the Schemes as amended or modified remain consistent in all material respects with the terms of the Schemes without such amendments or modifications and are consistent with and do not include any additional material terms which are likely to adversely affect or conflict with the terms of the Restructuring or its implementation; 4.1.3 except where Clause 4.1.2 applies, exercising all votes cast in respect of its Locked‐Up Notes against any amendment or modification to the Schemes or any proposal to adjourn the Scheme Meetings, or any one of them; 4.1.4 supporting any filings and petitions by the Company or any Subsidiary Guarantor in such other jurisdictions as may be, in the discretion of the directors of the Company or any Subsidiary Guarantor, reasonably required to implement the Restructuring including (without limitation) in relation to such other schemes of arrangement or other compromise or arrangement proceedings as may be, in the discretion of the directors of the Company or any Subsidiary Guarantor, reasonably required to implement or give effect to the Restructuring; 4.1.5 supporting any other actions as may be taken by the Company or any Subsidiary Guarantor pursuant to an order of, or sanction by, the BVI Court and the Hong Kong Court, as the case may be, as may be reasonably required or reasonably necessary to implement or give effect to the Restructuring; 4.1.6 supporting the Recognition Filings; 4.1.7 providing confirmation to any other party that it supports the Restructuring; 4.1.8 executing any document and giving any notice, order, consent, direction or information and taking all such steps and actions which the Company considers reasonably necessary to support, facilitate, implement or otherwise give effect to the Restructuring provided that the form of any such document, notice, order, consent, direction or information is reasonably satisfactory to the Steering Committee Majority; and 4.1.9 in the case of those Consenting Noteholders who constitute the Steering Committee, working within a reasonable timeframe and in good faith with the Company and its advisers with a view to furthering the mutual objective of implementing the Restructuring.

Support for the Restructuring. Subject to Clause 8 (Limitations) and until the Termination Date, the Company and each of the Consenting Noteholders Subsidiary Guarantor undertakes in favour of the Company and the Subsidiary Guarantors Consenting Noteholders that it will (or, as applicable, will procure that a duly authorised representative, proxy or nominee will), take all actions which in each case at the cost reasonable opinion of the Company and the Subsidiary Guarantors, take all reasonable actions which it is Steering Committee Majority are reasonably requested by the Company necessary to take in order to support, facilitate, implement or otherwise give effect to the Restructuring (provided that such action is consistent in all material respects with the Term Sheet) as soon as reasonably practicable and, in any event, before the Longstop DateDate or such earlier date as may be specified below, including (without limitation): 4.1.1 supporting the Schemes prior and 5.1.1 subject to Clause 5.1.10, working expeditiously to progress the sanction of Restructuring and to prepare and finalise the BVI Court and the Hong Kong Court, as applicable; 4.1.2 attending the Scheme Meetings by proxy or Restructuring Documents in person and voting its Locked‐Up Notes in favour of the Schemes and any amendment or modification to the Schemes or adjournment to the Scheme Meetings (or any one of them), provided that they are proposed by the Company and that the terms of the Schemes as amended or modified remain a form consistent in all material respects with the terms of the Schemes without such amendments or modifications Term Sheet; 5.1.2 subject to Clause 5.1.10, executing and are consistent with and do not include any additional material terms which are likely delivering (as applicable) all documents that may be necessary to adversely affect or conflict with the terms of give effect to the Restructuring or its implementation(including, without limitation, the Restructuring Documents); 4.1.3 except where Clause 4.1.2 applies5.1.3 giving any notice, exercising order, consent, direction or information and taking all votes cast in respect of its Locked‐Up Notes against any amendment or modification to the Schemes or any proposal to adjourn the Scheme Meetings, or any one of them; 4.1.4 supporting any filings such steps and petitions by the Company or any Subsidiary Guarantor in such other jurisdictions actions as may bebe necessary or desirable to support, in the discretion of the directors of the Company or any Subsidiary Guarantorfacilitate, reasonably required to implement the Restructuring including (without limitation) in relation to such other schemes of arrangement or other compromise or arrangement proceedings as may be, in the discretion of the directors of the Company or any Subsidiary Guarantor, reasonably required to implement or otherwise give effect to the Restructuring; 4.1.5 supporting 5.1.4 proposing, filing and pursuing expeditiously any other legal process or proceedings contemplated by or required to implement the Restructuring, including (without limitation) the Schemes and the Recognition Filings; 5.1.5 calling all creditor and shareholder meetings required to implement the Restructuring including, without limitation, the Scheme Meetings; 5.1.6 taking any actions as may be taken by the Company or any Subsidiary Guarantor pursuant to an any order of, or sanction by, the BVI Court and the Hong Kong Court, as the case may be, as may be reasonably required or reasonably necessary to implement or give effect to the Restructuring; 4.1.6 supporting 5.1.7 taking all reasonable steps to seek and obtain promptly any necessary or desirable consents, approvals or authorisations in connection with the Recognition FilingsRestructuring, including, without limitation, consents, approvals or authorisations from the Hong Kong Stock Exchange and any and all other relevant Governmental Bodies; 4.1.7 providing confirmation 5.1.8 using reasonable efforts to any other party that it supports obtain from shareholders of the Company all necessary shareholder approvals and consents in respect of the Rights Offering and the Debt Restructuring; 4.1.8 5.1.9 co‐operating fully with and assisting the Steering Committee Majority and its advisers in their efforts to seek on or before the Scheme Meetings the support for the Schemes of Noteholders who in aggregate hold at least a majority in number and at least 75% in value of the outstanding principal under the Notes; 5.1.10 seeking and obtaining the prior approval of the Steering Committee Majority in respect of drafts of all material Restructuring Documents (other than the Rights Offering documents) before executing any document and giving any notice, order, consent, direction or information and taking all such steps and actions which the Company considers reasonably necessary to support, facilitate, implement or otherwise give effect to the Restructuring provided that the form of and/or issuing any such documentdocuments (such approval not to be unreasonably withheld or delayed); 5.1.11 providing any undertakings and/or indemnities reasonably required by the Trustee in connection with the Schemes and/or Restructuring; and 5.1.12 continuing to comply with its obligations under the Fee Letters, notice, order, consent, direction or information is reasonably satisfactory including its obligation thereunder to pay the fees of the legal and financial advisers to the Steering Committee Majority; and 4.1.9 in a timely manner (save that, for the avoidance of doubt, any success fee due to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ thereunder shall be payable out of the Cash Amount (as defined in the case of those Consenting Noteholders who constitute Term Sheet) on the Steering Committee, working within a reasonable timeframe and in good faith with the Company and its advisers with a view to furthering the mutual objective of implementing the RestructuringRestructuring Effective Date).