Common use of Support for the Restructuring Clause in Contracts

Support for the Restructuring. (a) The Company will take all necessary and appropriate actions to effectuate the Restructuring as contemplated by this Agreement and the Term Sheet, including (without limitation, and if applicable) to achieve confirmation of the Akkoord and (if applicable) the US Plan. (b) Subject to Sections 5 and 14, the Equity Investors agree to use all reasonable efforts to assist in implementing the Restructuring (without any obligation to incur any out of pocket expense other than as expressly provided for in this Agreement and, the Term Sheet). (c) Subject to Sections 5 and 12, the Consenting Noteholders agree (in so far as is applicable) in relation to their Locked-Up Notes to exchange such notes, consent to waivers, exercise all votes which they are entitled to exercise in favour of an Akkoord and/or a US Plan and to approve any other document (without any obligation to incur any out of pocket expense) or take any other action that may be reasonably necessary to implement the Restructuring on the terms set out in this Agreement and the Term Sheet. (d) Subject to the provisions of Sections 5, 12, 13 and 14 the Company, each of the Consenting Noteholders (in its capacity as such) and each of the Equity Investors shall not: (i) object to the consummation of the Restructuring or commence any proceeding to oppose the Restructuring or any of the Restructuring Documents so long as the Company, the Consenting Noteholders and the Equity Investors have complied with their obligations in this Agreement; (ii) vote for, consent to, support or participate in the formulation of any out-of-court restructuring or court-supervised insolvency or reorganization proceeding in respect of the Company proposed or filed or to be proposed or filed (other than one agreed to in writing by the Company, the Equity Investors and the Consenting Noteholders) that is inconsistent with this Agreement and the Term Sheet; (iii) directly or indirectly seek, solicit, support or encourage any other out-of-court or court supervised or sanctioned restructuring, plan, proposal, offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company (other than one agreed to in writing by the Company, the Equity Investors and the Consenting Noteholders) that is inconsistent with this Agreement and the Term Sheet; or (iv) take any other action, including but not limited to initiating any legal proceedings that is inconsistent with, or that would delay consummation of, the Restructuring.

Support for the Restructuring. (a) The Company PRG agrees and covenants that it will use commercially reasonable best efforts to take or cause to be taken all actions commercially reasonably necessary and appropriate actions in furtherance of the Exchange Offer, including as promptly as practicable to: (1) prepare the solicitation materials relating to effectuate the Restructuring as contemplated by this Agreement Exchange Offer (the "Solicitation Materials") in form and substance consistent with the Term Sheet, including except to the extent otherwise consented to by the Noteholders; (without limitation2) commence the Exchange Offer and disseminate the Solicitation Materials in a manner customary for comparable transactions; (3) seek satisfaction of all conditions precedent to the Restructuring; (4) defend in good faith any suit or other legal or administrative proceeding seeking to interfere with, impair or impede the Restructuring; (5) promptly amend the Solicitation Materials, as necessary and as may be required by applicable law and provide a draft of such amended Solicitation Materials to the Ad Hoc Committee prior to the distribution of such materials to holders of the Notes; (6) not solicit or encourage others to formulate any other tender offer, settlement offer, or exchange offer for the Notes other than the Exchange Offer; (7) so long as this Agreement is effective and has not been terminated in accordance with Section 5 or 6, hereof, and if applicable) except to achieve confirmation the extent necessary for the fulfillment of the Akkoord fiduciary duties of the Company's board of directors as referred to in Section 6(c) hereof, not object to, nor otherwise commence any proceeding to oppose, the Restructuring, it being understood and agreed that the Company shall not seek, solicit, support, consent to, participate in the formulation of, or encourage any other plan, sale, proposal, or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, or restructuring of the Company; and (if applicable8) subject to the satisfaction or waiver of any conditions precedent to the Exchange Offer, consummate the Exchange Offer, including delivery of all securities required to be issued thereunder (within the time that is customary for transactions of this type) and the US Planother transactions that are part of the Restructuring. (b) Subject PRG agrees and covenants that it will not, and will cause each of its direct and indirect subsidiaries not to, sell, liquidate, or dispose of any assets, outside the ordinary course of business consistent with past practices, prior to Sections 5 and 14, the Equity Investors agree to use all reasonable efforts to assist in implementing date on which the Restructuring (without any obligation to incur any out of pocket expense Exchange Offer closes other than as expressly provided for permitted by the Section 8.5 of the Bridge Loan Credit Agreement as in effect on the Closing Date (as defined under the Bridge Loan Credit Agreement), without the prior written consent of the holders of a majority of the Notes subject to this Agreement and, the Term Sheet)Agreement. (c) Subject to Sections 5 Each of the Noteholders agrees and 12covenants that it shall, the Consenting Noteholders agree (in so far as is applicable) in relation to their Locked-Up Notes to exchange such notes, consent to waivers, exercise all votes which they are entitled to exercise in favour of an Akkoord and/or a US Plan and to approve any other document (without any obligation to incur any out of pocket expense) or take any other action that may be reasonably necessary to implement the Restructuring on the terms set out in long as this Agreement and the Term Sheet. (d) Subject to the provisions of Sections 5, 12, 13 and 14 the Company, each of the Consenting Noteholders (is in its capacity as such) and each of the Equity Investors shall noteffect: (1) no later than 15 days prior to the first date scheduled for the closing of the Exchange Offer, (i) object tender all Notes beneficially owned by it and (ii) cause the beneficial owner of all Notes for which the Noteholder is the investment advisor or manager having the power to vote and dispose of such Notes on behalf of such beneficial owner, to tender all such Notes together with properly completed and duly executed letter or letters of transmittal with respect to such Notes as required by the instructions to the consummation letter of transmittal pursuant to and in accordance with the Exchange Offer within 5 business days after receipt of the Restructuring or commence any proceeding to oppose the Restructuring or relevant letters of transmittal; (2) not revoke any of the Restructuring Documents so long as the Company, the Consenting Noteholders foregoing unless and the Equity Investors have complied until this Agreement is terminated in accordance with their obligations in this Agreementits terms; (ii3) not vote for, consent to, provide any support or for, participate in the formulation of of, or solicit or encourage others to formulate any out-of-court restructuring other tender offer, settlement offer, or court-supervised insolvency or reorganization proceeding in respect of exchange offer for the Company proposed or filed or to be proposed or filed (Notes other than one agreed to the Exchange Offer; and (4) so long as this Agreement is effective and has not been terminated in writing by the Company, the Equity Investors accordance with Section 5 or 6 hereof and the Consenting Noteholders) that is inconsistent final Restructure Documents are materially consistent with this Agreement and the Term Sheet; , not object to, nor otherwise commence any proceeding to oppose, the Restructuring, it being understood and agreed that each Noteholder shall not (iiii) directly or indirectly seek, solicit, support support, or encourage any other out-of-court or court supervised or sanctioned restructuringplan, plansale, proposal, or offer of dissolution, winding up, liquidation, reorganization, merger merger, consolidation, dissolution, or restructuring of the Company or (other than one agreed to in writing by ii) commence an involuntary bankruptcy case against the Company, the Equity Investors and the Consenting Noteholders) that is inconsistent with this Agreement and the Term Sheet; or (iv) take any other action, including but not limited to initiating any legal proceedings that is inconsistent with, or that would delay consummation of, the Restructuring.

Support for the Restructuring. (a) The Company PRG agrees and covenants that it will use commercially reasonable best efforts to take or cause to be taken all actions commercially reasonably necessary and appropriate actions in furtherance of the Exchange Offer, including as promptly as practicable to: (1) prepare the solicitation materials relating to effectuate the Restructuring as contemplated by this Agreement Exchange Offer (the "Solicitation Materials") in form and substance consistent with the Term Sheet, including except to the extent otherwise consented to by the Noteholders; (without limitation2) commence the Exchange Offer and disseminate the Solicitation Materials in a manner customary for comparable transactions; (3) seek satisfaction of all conditions precedent to the Restructuring; (4) defend in good faith any suit or other legal or administrative proceeding seeking to interfere with, impair or impede the Restructuring; (5) promptly amend the Solicitation Materials, as necessary and as may be required by applicable law and provide a draft of such amended Solicitation Materials to the Ad Hoc Committee prior to the distribution of such materials to holders of the Notes; (6) not solicit or encourage others to formulate any other tender offer, settlement offer, or exchange offer for the Notes other than the Exchange Offer; (7) so long as this Agreement is effective and has not been terminated in accordance with Section 5 or 6, hereof, and if applicable) except to achieve confirmation the extent necessary for the fulfillment of the Akkoord fiduciary duties of the Company's board of directors as referred to in Section 6(c) hereof, not object to, nor otherwise commence any proceeding to oppose, the Restructuring, it being understood and agreed that the Company shall not seek, solicit, support, consent to, participate in the formulation of, or encourage any other plan, sale, proposal, or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, or restructuring of the Company; (if applicable8) subject to the satisfaction or waiver of any conditions precedent to the Exchange Offer, consummate the Exchange Offer, including delivery of all securities required to be issued thereunder (within the time that is customary for transactions of this type) and the US Planother transactions that are part of the Restructuring; and (9) prior to consummation of the Restructuring, take all action necessary to exempt, in a manner reasonably acceptable to the Noteholders, the proposed Restructuring transactions and the acquisition of New Securities (as defined in the Term Sheet) or common stock issuable on conversion thereof by any holder of Notes. (b) Subject PRG agrees and covenants that it will not, and will cause each of its direct and indirect subsidiaries not to, sell, liquidate, or dispose of any assets, outside the ordinary course of business consistent with past practices, prior to Sections 5 and 14, the Equity Investors agree to use all reasonable efforts to assist in implementing date on which the Restructuring (without any obligation to incur any out of pocket expense Exchange Offer closes other than as expressly provided for permitted by the Section 8.5 of the Bridge Loan Credit Agreement as in effect on the Closing Date (as defined under the Bridge Loan Credit Agreement), without the prior written consent of the holders of a majority of the Notes subject to this Agreement and, the Term Sheet)Agreement. (c) Subject to Sections 5 Each of the Noteholders agrees and 12covenants that it shall, the Consenting Noteholders agree (in so far as is applicable) in relation to their Locked-Up Notes to exchange such notes, consent to waivers, exercise all votes which they are entitled to exercise in favour of an Akkoord and/or a US Plan and to approve any other document (without any obligation to incur any out of pocket expense) or take any other action that may be reasonably necessary to implement the Restructuring on the terms set out in long as this Agreement and the Term Sheet. (d) Subject to the provisions of Sections 5, 12, 13 and 14 the Company, each of the Consenting Noteholders (is in its capacity as such) and each of the Equity Investors shall noteffect: (1) no later than 15 days prior to the first date scheduled for the closing of the Exchange Offer, (i) object tender all Notes beneficially owned by it and (ii) cause the beneficial owner of all Notes for which the Noteholder is the investment advisor or manager having the power to vote and dispose of such Notes on behalf of such beneficial owner, to tender all such Notes together with properly completed and duly executed letter or letters of transmittal with respect to such Notes as required by the instructions to the consummation letter of transmittal pursuant to and in accordance with the Restructuring or commence any proceeding to oppose the Restructuring or Exchange Offer; (2) not revoke any of the Restructuring Documents so long as the Company, the Consenting Noteholders foregoing unless and the Equity Investors have complied until this Agreement is terminated in accordance with their obligations in this Agreementits terms; (ii3) not vote for, consent to, provide any support or for, participate in the formulation of of, or solicit or encourage others to formulate any out-of-court restructuring other tender offer, settlement offer, or court-supervised insolvency or reorganization proceeding in respect of exchange offer for the Company proposed or filed or to be proposed or filed (Notes other than one agreed to the Exchange Offer; and (4) so long as this Agreement is effective and has not been terminated in writing by the Company, the Equity Investors accordance with Section 5 or 6 hereof and the Consenting Noteholders) that is inconsistent final Restructure Documents are materially consistent with this Agreement and the Term Sheet; , not object to, nor otherwise commence any proceeding to oppose, the Restructuring, it being understood and agreed that each Noteholder shall not (iiii) directly or indirectly seek, solicit, support support, or encourage any other out-of-court or court supervised or sanctioned restructuringplan, plansale, proposal, or offer of dissolution, winding up, liquidation, reorganization, merger merger, consolidation, dissolution, or restructuring of the Company or (other than one agreed to in writing by ii) commence an involuntary bankruptcy case against the Company, the Equity Investors and the Consenting Noteholders) that is inconsistent with this Agreement and the Term Sheet; or (iv) take any other action, including but not limited to initiating any legal proceedings that is inconsistent with, or that would delay consummation of, the Restructuring.