Common use of Participation Terms Clause in Contracts

Participation Terms. (a) In respect of the Relevant Debt and subject to the terms and conditions hereof, GEO and the Creditor each agree to negotiate in good faith in respect of the remaining terms, conditions and Restructuring Documents necessary to implement and effect the Restructuring based on, and consistent with, the Term Sheet and the Concurso Mercantil Plan. (b) Unless and until this Agreement is terminated in accordance with Section 9 hereof, the Creditor shall, subject to the terms and conditions hereof: (i) subject to consummation of the Convenio Concursal in the Concurso Mercantil Proceeding through the issuance of a final and non- appealable judgment (sentencia ejecutoriada), timely tender and/or consent to amendments to its Relevant Debt, as applicable, and consent to the modification of certain terms and conditions of the Relevant Debt, in each case pursuant to the Concurso Mercantil Plan (and, so long as this Agreement has not been terminated, not revoke or withdraw such tender or consents, as applicable) in order to implement the Restructuring in accordance with the Concurso Mercantil Plan under the Ley de Concursos Mercantiles; (ii) in consultation with GEO’s legal advisors and its own legal advisors, execute and deliver any further documents and take such other actions before the competent court during the Concurso Mercantil Proceeding as are consistent with the Term Sheet (including with respect to any amendments or modifications of the Term Sheet) reasonably necessary to complete the submission of the Relevant Debt for participation in the Restructuring in accordance with the Concurso Mercantil Plan and the terms hereof consistent with the Ley de Concursos Mercantiles; (iii) in consultation with GEO’s legal advisors and its own legal advisors, execute and deliver amendments or modifications to the proof of claim and the Concurso Mercantil Plan, but that in all respects are consistent with the terms herein agreed, that are reasonably necessary or requested by the Mexican federal judge presiding over the Concurso Mercantil Proceeding in order to either (x) issue the final written judgment recognizing the claims of the Creditor in respect of the Relevant Debt (sentencia de reconocimiento, graduación y prelación de créditos) or (y) approve the Convenio Concursal; provided, in each case, that such amendments or modifications are in form and substance satisfactory to the Creditor; and (iv) execute and deliver any further documents and take such other actions as are reasonably necessary to complete the submission of the Relevant Debt, for participation in the Restructuring in accordance with the Concurso Mercantil Plan and the terms hereof. (c) Unless and until this Agreement is terminated in accordance with Section 9 hereof, if the Creditor is not the creditor of record of all or a portion of the Relevant Debt (as specified below its signature hereto) that it beneficially owns, the Creditor agrees, subject to the terms and conditions hereof, (i) to instruct the creditor of record of such Relevant Debt to take the actions specified in paragraph

Participation Terms. (a) In respect of the Relevant Debt and subject to the terms and conditions hereof, GEO Grupo Alpha and the Creditor Creditors each severally and not jointly agree to negotiate in good faith in respect of the remaining terms, conditions and Restructuring Documents necessary to implement and effect the Restructuring based on, and consistent with, the Term Sheet and the Concurso Mercantil Plan. (b) Unless and until this Agreement is terminated in accordance with Section 9 8 hereof, the each Creditor shall, subject to the terms and conditions hereof: (i) subject Execute, in respect of its Relevant Debt claims, the Concurso Mercantil Plan and consent to consummation the submission of the Convenio Concursal Concurso petition and the Concurso Mercantil Plan as a plan de reestructura previo in the Concurso Mercantil Proceeding through the issuance of a final and non- appealable judgment (sentencia ejecutoriada), timely tender and/or consent to amendments to its Relevant Debt, as applicable, and consent to the modification of certain terms and conditions of the Relevant Debt, in each case pursuant to the Concurso Mercantil Plan (and, so long as this Agreement has not been terminated, not revoke or withdraw such tender or consents, as applicable) in order to implement the Restructuring in accordance with the Concurso Mercantil Plan under the Ley de Concursos MercantilesProceeding; (ii) execute, in consultation with GEO’s legal advisors respect of its Relevant Debt claims, the documents that are deemed necessary or advisable to appoint the Conciliator that shall be determined together by the Company and its own legal advisorsthe Majority Participating Creditors, execute and deliver any further documents and take such other actions before for the competent court during the Concurso Mercantil Restructuring Proceeding as are consistent with the Term Sheet (including with respect to any amendments or modifications of each of the Term Sheet) reasonably necessary to complete the submission of the Relevant Debt for participation in the Restructuring in accordance with the Concurso Mercantil Plan Company and the terms hereof consistent with the Ley de Concursos MercantilesSubsidiaries; (iii) file, in consultation with GEO’s legal advisors respect of its Relevant Debt claims, the proofs of claims necessary to have its Relevant Debt claims duly recognized under the applicable documents according to the rankings, preferences and its own legal advisors, amounts that correspond to such Relevant Debt; (iv) execute and deliver amendments or modifications to the proof of claim and the Concurso Mercantil Plan, but that in all respects are consistent with the terms herein agreedas well as any amendments or modifications thereto, that are reasonably necessary or requested by the Mexican federal judge presiding over the Concurso Mercantil Proceeding in order to either (x) issue the final written judgment recognizing the claims of the Creditor in respect of the Relevant Debt (sentencia de reconocimiento, graduación y prelación de créditos) Claims Judgment or (y) approve the Convenio Concursal; provided, in each case, that such amendments or modifications are do not have a materially negative impact on such Creditor not otherwise approved by such Creditor; (a) vote its Relevant Debt claims, whether beneficially owned or for which it now or hereafter serves as the investment advisor, sub- advisor, or manager for beneficial owners thereof, to accept the Concurso Mercantil Plan, including by participating in form any consent solicitation commenced by Grupo Alpha for such purpose, and substance satisfactory (b) not change or withdraw (or cause to be changed or withdrawn) such vote unless the Concurso Mercantil Plan is modified in any respect that has a materially negative impact on any Creditor not otherwise approved by such Creditor; and, (ivvi) execute and deliver any further documents documents, in form and substance reasonably satisfactory to the Majority Participating Creditors, and take such other actions as are reasonably necessary (x) to complete the submission and the recognition of the Relevant Debt, for participation in the Restructuring in accordance with the Concurso Mercantil Plan and the terms hereofhereof consistent with the Ley de Concursos Mercantiles, including, without limitation, any evidence of such Creditor’s consent to the terms and conditions of the Restructuring as Grupo Alpha may reasonably request, and (y) to obtain the court approval of the Convenio Concursal. (c) Unless and until this Agreement is terminated in accordance with Section 9 8 hereof, if the any Creditor is not the creditor of record of all or a portion of the Relevant Debt (as specified below its signature hereto) that it beneficially owns, the such Creditor agrees, subject to the terms and conditions hereof, (i) to instruct the creditor of record of such Relevant Debt to take or authorize the actions specified in paragraphparagraph (b) above to be taken by such Creditor, at which time the obligations of such Creditor thereunder shall be deemed satisfied, and (ii) if the creditor of record (A) takes any action that conflicts with or is contrary to the instructions of such Creditor, (B) does not take any action within five (5) calendar days after any instruction is given to it by such Creditor or (C) otherwise advises or announces (whether to Grupo Alpha, such Creditor or publicly) that it does not intend to follow the instructions of such Creditor, to become, promptly following the written request of Grupo Alpha, the creditor of record of such Relevant Debt by taking an assignment thereof on terms and conditions reasonably satisfactory to such Creditor; provided that the creditor of record and Grupo Alpha each agree to such assignment on such terms and conditions. (d) Unless and until this Agreement is terminated in accordance with Section 8 hereof, each Creditor severally and not jointly agrees that it shall promptly provide the relevant court-appointed officers, Conciliator and court of competent jurisdiction with reasonable evidence necessary under the provisions of the Ley de Concursos Mercantiles to ascertain that it, or in the case of the investment advisor, sub-advisor, or manager for the beneficial owner of the Relevant Debt, such beneficial owner, beneficially owns the Relevant Debt for the purposes thereof. (e) Unless and until this Agreement is terminated in accordance with Section 8 hereof, each Creditor severally and not jointly agrees that, with respect to the Relevant Debt, subject to the terms and conditions hereof, such Creditor shall not: (i) except for the Concurso Mercantil Proceeding, commence or participate in any involuntary bankruptcy proceeding against the Company or its subsidiaries, including, without limitation, under chapter 7 or chapter 11 of the U.S. Bankruptcy Code (unless any such proceeding has already been initiated by any affiliate of the Company), an involuntary proceeding under the Ley de Concursos Mercantiles or other similar proceeding under the laws of Mexico or the United States, or any equivalent laws in any other jurisdiction, other than the chapter 11 proceeding filed under the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware; (ii) except with respect to the commencement of the Concurso Mercantil Proceeding and as otherwise expressly permitted by this Agreement, initiate, participate in or maintain any legal action or proceeding in any court against the Company or its subsidiaries in respect of the Relevant Debt, or exercise any rights or remedies under or in respect of the Relevant Debt, any existing legal action or proceeding in any court against the Company or its subsidiaries, under applicable law or otherwise with respect to any present or future default under the Relevant Debt (the “Standstill”), unless (i) such action is necessary to ensure Grupo Alpha’s full compliance with its obligations under Section 3 (Additional Covenants) below, to preserve such Creditor’s rights under or in respect of the Relevant Debt, or to toll, interrupt or otherwise prevent application of any applicable statute of limitations with respect to the Relevant Debt; provided that nothing in this Agreement is or shall be construed (a) to be a novation, an amendment, a waiver or a release of any terms of the Relevant Debt, (b) to be an amendment, waiver or release of any right that such Creditor may have under any agreement relating to the Relevant Debt, applicable law or otherwise (whether as a result of a default under the Relevant Debt or otherwise) or in any way limit the rights of such Creditor in respect of any breach of this Agreement or any other agreement, document or stipulation entered into in connection with this Agreement by such Creditor and Grupo Alpha; or (c) to be a prohibition or waiver of any kind to the Participating Creditor’s rights to carry out in Mexico or abroad the exercise (beginning or continuation) of the actions and measures that are necessary or convenient to preserve all the rights that by contract or law correspond with respect to their claims, as well as to prevent them from operating the estoppel, expiration or prescription of their substantive or procedural rights, and actions, complaints and/or complaints of a criminal nature; (iii) take any action, directly or indirectly, to otherwise reduce, limit, cancel, novate, prejudice or impair the rights of any other Participating Creditor not affiliated with Grupo Alpha to recover amounts owed to it by Grupo Alpha pursuant to its Eligible Debt and the transactions described in the Concurso Mercantil Plan; (iv) take any action, directly or indirectly, to otherwise hinder, object, delay, prejudice, or impair the Restructuring Proceeding, the Concurso Mercantil Plan, and the transactions described in the Concurso Mercantil Plan; or (v) solicit consent for, or introduce, any plan of reorganization in respect of the Eligible Debt other than the Concurso Mercantil Plan; provided, further, that (A) Grupo Alpha hereby acknowledges that intends to cause the Company and all of the Subsidiaries to be admitted in a Concurso Mercantil Proceeding on or before March 31, 2022; (B) Grupo Alpha hereby agrees that, prior to the admission of a Concurso Mercantil Proceeding with respect to the Company or such Subsidiary, no material assets will be disposed of or encumbered by any of the Company or any of its Subsidiaries except in the ordinary course of business; and (C) the Standstill and the other limitations on actions to be taken by the Participating Creditors hereunder shall not apply after March 31, 2022 with respect to the Company or any Subsidiary unless such Company or such Subsidiary has by such date been admitted in a Concurso Mercantil Proceeding. (f) Each of Grupo Alpha and each Creditor shall negotiate in good faith to arrive at mutually agreeable Restructuring Documents. With respect to any Restructuring Document to be filed with or otherwise presented to the Conciliator appointed in the Concurso Mercantil Proceeding, or to the Mexican federal judge presiding over the Concurso Mercantil Proceeding (including with respect to any amendments or modifications thereto, other than such amendments and modifications as to form and that do not modify in any material respect the rights of any Creditor thereunder), Grupo Alpha will, if reasonably practicable, , provide each Participating Creditor and its advisors drafts of such Restructuring Document prior to such filing or presentment and shall incorporate revisions, if any, that are necessary for such documents to be reasonably satisfactory to the Majority Participating Creditors in form and substance when filed or presented (for purposes of this Agreement, the term “Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks are authorized or required to close under the laws of New York, New York, United States of America or Mexico City, Mexico).