Common use of All Parties Clause in Contracts

All Parties. a) In the event the Participating Landowner needs to sell the conservation lands prior to the end of the "Duration of Conservation" for these lands under this CCAA, they will notify the FWS at least 60 days in advance of the potential sale, and notify the prospective landowner of the existence of this CCAA (and/or have previously recorded the CCAA) in order for the potential new owner to decide whether to become party to this CCAA. If funding was provided by through CEHMM under the CCA/CCAA to the Participating Landowner under this CCAA and the new landowner does not want to become party to this CCAA and requests transfer of the permit pursuant to 50 CFR 13.25(b), if issued; the Participating Landowner terminates his/her enrollment under this CCAA for other reasons; or the FWS suspends or revokes the permit, the current Participating Landowner shall reimburse the FWS a pro-rated amount, calculated as: (total funding received ÷ b) The FWS provides the CEHMM and Participating Landowners the ESA regulatory assurances found at 50 CFR 17.32(d)(5). Consistent with the FWS’s Candidate Conservation Agreement with Assurances Final Policy (USFWS and NMFS 1999), conservation measures and land, water, or resource use restrictions, in addition to the measures and restrictions described in this CCAA, will not be imposed with respect to legal activities on Enrolled Lands should the LPC and/or SDL become listed under the ESA in the future. These assurances are authorized by the enhancement of survival permit issued under section 10(a)(1)(A) of the ESA for the Enrolled Lands identified in the CI. In the event of unforeseen circumstances, the FWS will not require the commitment of additional land, water, or other natural resources beyond the level otherwise agreed to for the species in this CCAA. The FWS may request additional conservation, but since it is voluntary on the part of CEHMM and Participating Landowners, consent of CEHMM and any affected Participating Landowners must be in writing. The permit, if issued, will authorize the incidental take of LPCs and/or SDL by Participating Landowners as long as such “take” is consistent with this CCAA. c) Any proposed amendment to or modification of this CCAA shall require written notification to all parties. The notification shall describe the proposed amendment or modification. Modifications may include but not be limited to compliance with the ESA, the National Environmental Policy Act, or the FWS’s permit regulations. Upon issuance of a proposed amendment or modification, the party proposing the modification or amendment will coordinate a meeting or conference call between the affected parties to discuss and explain their proposal. Amendments or modifications will become final when signed by CEHMM and FWS. Approved amendments shall be attached to the original CCAA. Participating Landowners enrolled prior to an amendment will not be required to implement additional conservation, but they may voluntarily choose to per section V.4.b. above. Participating Landowners enrolling after an amendment will be required to implement the CCAA as amended at the time of enrollment. d) The FWS may suspend or revoke the permit for cause in accordance with the laws and regulations in force at the time of such suspension or revocation. e) Each party shall have all remedies otherwise available to enforce the terms of this CCAA and the permit, except that no party shall be liable in damages for any breach of this CCAA, any performance or failure to perform an obligation under this CCAA or any other cause of action arising from this CCAA. f) The FWS, CEHMM, and Participating Landowners agree to work together in good faith to resolve any disputes, using dispute resolution procedures agreed upon by all parties. g) Implementation of this CCAA is subject to the requirements of the Anti- Deficiency Act and the availability of appropriated funds. Nothing in this CCAA will be construed by the parties to require the obligation, appropriation, or expenditure of any money from the U.S. Treasury. The parties acknowledge that neither the FWS will be required under this CCAA to expend any Federal agency’s appropriated funds unless and until an authorized official of that agency affirmatively acts to commit to such expenditures in writing. h) This CCAA does not create any new right or interest in any member of the public as a third-party beneficiary, nor shall it authorize anyone not a party to this CCAA to maintain a suit for personal injuries or damages pursuant to the provisions of this CCAA. The duties, obligations, and responsibilities of the parties to this CCAA with respect to third parties shall remain as imposed under existing law. i) The terms of this CCAA shall be governed by and construed in accordance with applicable Federal law. Nothing in this CCAA is intended to limit the authority of the FWS to fulfill its responsibilities under Federal laws. All activities undertaken pursuant to this CCAA or its associated permit must be in compliance with all applicable local, state, and Federal laws and regulations. j) This CCAA shall be binding on and shall inure to the benefit of the parties and their respective successors and transferees, in accordance with applicable regulations (currently codified at 50 CFR 13.24 and 13.25) for the duration of the CCAA. k) Any notices or reports required by this CCAA shall be delivered in writing to the Administrators listed on page 1 of this CCAA.

All Parties. a) In Implementation of the event Transaction a. to negotiate in good faith the Participating Landowner needs to sell the conservation lands prior definitive documents implementing, achieving or relating to the end of Transaction or described in or contemplated by this Agreement or the "Duration of Conservation" for these lands under this CCAAPlan Term Sheet and all related agreements, they will notify documents, exhibits, annexes and schedules thereto (collectively, such definitive documents, the FWS at least 60 days in advance of the potential sale, and notify the prospective landowner of the existence of this CCAA (and/or have previously recorded the CCAA) in order for the potential new owner to decide whether to become party to this CCAA. If funding was provided by through CEHMM under the CCA/CCAA to the Participating Landowner under this CCAA and the new landowner does not want to become party to this CCAA and requests transfer of the permit pursuant to 50 CFR 13.25(b“Definitive Documents”), if issued; the Participating Landowner terminates his/her enrollment under this CCAA for other reasons; or the FWS suspends or revokes the permitincluding, but not limited to, the current Participating Landowner shall reimburse Plan (including the FWS a pro-rated amountplan supplement and all documents, calculated as: (total funding received ÷ b) The FWS provides the CEHMM and Participating Landowners the ESA regulatory assurances found at 50 CFR 17.32(d)(5). Consistent with the FWS’s Candidate Conservation Agreement with Assurances Final Policy (USFWS and NMFS 1999)annexes, conservation measures and landschedules, waterexhibits, amendments, modifications or resource use restrictions, in addition to the measures and restrictions described in this CCAA, will not be imposed with respect to legal activities on Enrolled Lands should the LPC and/or SDL become listed under the ESA in the future. These assurances are authorized by the enhancement of survival permit issued under section 10(a)(1)(A) of the ESA for the Enrolled Lands identified in the CI. In the event of unforeseen circumstances, the FWS will not require the commitment of additional land, watersupplements thereto, or other natural resources beyond documents contained therein, including any schedules of rejected contracts), any documentation necessary or appropriate to effectuate the level otherwise agreed Facilities, any documentation necessary or appropriate to for effectuate the species in this CCAA. The FWS may request additional conservationissuance of the New Warrants, but since it is voluntary the new corporate governance documents of the Reorganized Parent (including the bylaws and certificates of incorporation or similar documents, among other governance documents), any new employment contracts with the Reorganized Parent, the disclosure statement used to solicit votes on the part of CEHMM and Participating Landowners, consent of CEHMM Plan (the “Disclosure Statement”) and any affected Participating Landowners must other materials used to solicit votes on the Plan, any motion seeking approval of the Disclosure Statement and Plan, the order of the Bankruptcy Court approving the Disclosure Statement and confirming the Plan (the “Combined Disclosure Statement and Confirmation Order”), any pleading in support of entry of the Combined Disclosure Statement and Confirmation Order, any “first day” or “second day” pleadings and any other motions, orders and related documents to be filed by the Company in writing. The permitconnection with the Chapter 11 Cases, if issued, will authorize the incidental take each of LPCs and/or SDL by Participating Landowners as long as such “take” is which shall be (i) consistent with this CCAA.Agreement and the Plan Term Sheet and (ii) otherwise in form and substance reasonably acceptable to the Company, the Consenting RBL Lenders holding more than 50% of the aggregate principal amount outstanding under the RBL Credit Agreement held by the Consenting RBL Lenders (the “Required Consenting RBL Lenders”), and the Consenting Noteholders holding more than 50% of the aggregate principal amount of outstanding Notes held by the Consenting Noteholders (the “Required Consenting Noteholders”), except as otherwise expressly set forth in the Plan Term Sheet; cb. to promptly execute and deliver (to the extent they are a party thereto) Any proposed amendment and otherwise use commercially reasonable efforts to support the prompt consummation of the transactions contemplated by the Definitive Documents, once finalized; and c. not object to, delay, impede, commence any proceeding, or modification of this CCAA shall require written notification take any other action to all parties. The notification shall describe the proposed amendment interfere, directly or modification. Modifications may include but not be limited to compliance indirectly, in any material respect with the ESA, the National Environmental Policy Act, or the FWS’s permit regulations. Upon issuance of a proposed amendment or modification, the party proposing the modification or amendment will coordinate a meeting or conference call between the affected parties to discuss and explain their proposal. Amendments or modifications will become final when signed by CEHMM and FWS. Approved amendments shall be attached to the original CCAA. Participating Landowners enrolled prior to an amendment will not be required to implement additional conservation, but they may voluntarily choose to per section V.4.b. above. Participating Landowners enrolling after an amendment will be required to implement the CCAA as amended at the time of enrollment. d) The FWS may suspend or revoke the permit for cause in accordance with the laws and regulations in force at the time of such suspension or revocation. e) Each party shall have all remedies otherwise available to enforce the terms of this CCAA and the permit, except that no party shall be liable in damages for any breach of this CCAA, any performance or failure to perform an obligation under this CCAA or any other cause of action arising from this CCAA. f) The FWS, CEHMM, and Participating Landowners agree to work together in good faith to resolve any disputes, using dispute resolution procedures agreed upon by all parties. g) Implementation of this CCAA is subject to the requirements prompt consummation of the Anti- Deficiency Act and the availability of appropriated funds. Nothing in this CCAA will be construed by the parties Transaction (or instruct, direct, encourage or support any person or entity to require the obligation, appropriation, or expenditure of do any money from the U.S. Treasury. The parties acknowledge that neither the FWS will be required under this CCAA to expend any Federal agency’s appropriated funds unless and until an authorized official of that agency affirmatively acts to commit to such expenditures in writing. h) This CCAA does not create any new right or interest in any member of the public as a third-party beneficiary, nor shall it authorize anyone not a party to this CCAA to maintain a suit for personal injuries or damages pursuant to the provisions of this CCAA. The duties, obligations, and responsibilities of the parties to this CCAA with respect to third parties shall remain as imposed under existing lawforegoing). i) The terms of this CCAA shall be governed by and construed in accordance with applicable Federal law. Nothing in this CCAA is intended to limit the authority of the FWS to fulfill its responsibilities under Federal laws. All activities undertaken pursuant to this CCAA or its associated permit must be in compliance with all applicable local, state, and Federal laws and regulations. j) This CCAA shall be binding on and shall inure to the benefit of the parties and their respective successors and transferees, in accordance with applicable regulations (currently codified at 50 CFR 13.24 and 13.25) for the duration of the CCAA. k) Any notices or reports required by this CCAA shall be delivered in writing to the Administrators listed on page 1 of this CCAA.