Common use of Milestones Clause in Contracts

Milestones. Each Credit Party shall ensure the satisfaction of the following milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) no later than one (1) calendar day after the Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurred.

Milestones. Each Credit Party The Company shall ensure complete the satisfaction Restructuring in accordance with the deadlines specified below, which deadlines in all cases may be extended by written agreement of the following milestones Requisite Noteholders (collectively, the “Milestones” and each a “Milestone”); provided, unless waived or extended that, in the event that any of the Company’s subsidiaries file for chapter 11 protection in accordance with the consent of RSA, the Required Lenders Requisite Commitment Parties agree to engage in good faith discussions with the Company to extend the deadlines set forth in Section 6.21(f) through (which written consent may be provided via email, including by counsel to the Lenders):i) as reasonably necessary: Case; (a) no by not later than one May 21, 2017, the Debtor shall commence the Chapter 11 (1b) calendar day by three (3) days after the Petition Date, but in no event later than May 24, 2017, the Debtors Debtor shall file a motion, in form with the Bankruptcy Court motions seeking entry of orders (x) authorizing the Debtor to assume the RSA and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility this Agreement and the Adequate Protection Debtor’s obligations thereunder and hereunder, and (as defined in y) approving procedures for the Interim DIP Order); Rights Offering (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Daytogether, the next Business Day thereafter), the Debtors shall file a motion, in form “RSA and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures MotionBackstop Motions”); (c) no later than five by seven (57) calendar days after the Petition Date, but in no event later than May 28, 2017, the Debtor shall file with the Bankruptcy Court shall enter the Interim OrderPlan, the Disclosure Statement, and a motion seeking a hearing to consider the adequacy of the Disclosure Statement and approval of the Debtor’s solicitation procedures; (d) no later fifteen the Debtor shall seek to have the RSA and Backstop Motions heard at the hearing scheduled to consider the “first day” motions on a final basis (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders“Second Day Hearing”); (e) no later than twentyby the day that is the earlier of (x) the day that is two (2) business days following the Second Day Hearing, and (y) thirty-five (2535) calendar days following after the filing of the Bidding Procedures MotionPetition Date, but in no event later than June 26, 2017, the Bankruptcy Court shall enter have entered an order approving the Bidding Procedures RSA Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures RSA Order”); (f) no later than thirty by forty-five (3045) calendar days after the Petition Date, but in no event later than July 7, 2017, the Bankruptcy Court shall enter have entered an order approving the Final Backstop Motion (the “Backstop Order”) and an order approving the adequacy of the Disclosure Statement and the Debtor’s solicitation procedures; provided, that the Company shall use commercially reasonable efforts to seek entry of the foregoing orders as soon as reasonably practicable before July 7, 2017; (g) no later than thirty within twenty (3020) calendar business days following the Petition Dateentry of the Backstop Order, but in no event later than August 4, 2017, the deadline for submission of non-binding indications of interest for some, all, or substantially all of Company shall complete the Debtors’ assets shall have occurred pursuant to solicitation in connection with the Bidding Procedures OrderRights Offering (other than funding in connection with the Backstop Commitments); (h) no later than forty by ninety (4090) calendar days following after the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) but in no event later than forty-five (45) calendar days following the Petition DateAugust 21, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date2017, the Bankruptcy Court shall enter one or more orders approving have entered an order confirming the sale of somePlan; provided, all, or substantially all that the Company shall use commercially reasonable efforts to seek entry of the Debtors’ assetsforegoing order as soon as reasonably practicable before August 21, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order2017; and (mi) by fourteen (14) days after entry of an order confirming the Acceptable Plan, but in no event later than ninety-five (95) calendar days following the Petition DateSeptember 4, 2017, the Plan Effective Date shall have occurredoccur.

Milestones. Each Credit Party The Borrower shall, or shall ensure the satisfaction of cause the following milestones to occur, by the times and dates set forth below (collectively, the “Milestones” as any such time and each a “Milestone”), unless waived or date may be extended with the consent of the Required Lenders Lenders); provided that where used in this Section 5.13, any “delivery” required by this Section 5.13 shall require delivery to the Administrative Agent (which written consent may be provided via emailshall reasonably promptly furnish to each of the Lenders and the Specified Lender Advisors, including by counsel as well as to the Lendersany other Person specified below): (ai) no later than one (1) calendar day after the Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) By no later than five (5) calendar days after the Petition DateDate (if any), the Bankruptcy Court Borrower shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed file a motion seeking entry of an Acceptable order scheduling a combined hearing with respect to Chapter 11 Plan of Reorganization, an Acceptable confirmation and Chapter 11 Plan Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders approval (the “Bidding Procedures Prepack Scheduling Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (and the “Sale Order”);Borrower. (kii) By no later than five (5) days following the Petition Date, the Bankruptcy Court shall enter (i) the Interim Order, and (ii) the Prepack Scheduling Order. (iii) By no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order;Final Order authorizing the DIP Facility, in form and substance reasonably acceptable to the Required Lenders and the Borrower. (liv) By no later than ninety sixty (9060) calendar days following the Petition Date, the Bankruptcy Court shall enter an order confirming the Confirmation Order; andChapter 11 Plan in form and substance reasonably acceptable to the Required Lenders and the Borrower. (mv) By no later than ninetyseventy-five (9575) calendar days following the Petition Date, the effective date of the Chapter 11 Plan Effective Date shall have occurred.

Milestones. Each Credit Party The Restructuring Transactions shall ensure be implemented in accordance with the satisfaction Sale Proceeding Milestones and the additional milestones set forth below (which may be extended with the prior written consent, including by email from counsel, of the following Required Consenting Senior Noteholders) (the Sale Proceeding Milestones, together with the milestones (set forth below, each, a “Milestone”, and, collectively, the “Milestones” and each a ”): a. No later than August 18, 2025, all conditions to the consummation of the Bridge Facility shall have been satisfied or waived in accordance with the terms of the Bridge Facility Credit Documents (as defined below), the Bridge Facility shall have been consummated (the “MilestoneBridge Facility Closing Date”), unless waived or extended and the proceeds of the Bridge Facility shall be made available to the Company Parties in accordance with the consent terms of the Required Lenders Bridge Facility Credit Agreement; b. Within two (which written consent may be provided via email, including by counsel to the Lenders): (a2) no later than one (1) calendar day Business Days after the Petition APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the Debtors shall file U.S. Company Parties may commence a motionU.S. Liquidation Proceeding, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales applicable (the “Bidding Procedures MotionU.S. Liquidation Proceedings Commencement Date”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan ; d. Entry of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable a distribution (after giving effect to the Required Lenders (Priority Waterfall) of all proceeds available for distribution in the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after CCAA Proceeding by the Petition DateCCAA Court, the Bankruptcy Court and such approval shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of have become final and non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than appealable within ninety (90) calendar days following after the Petition CCAA Proceeding Commencement Date, ; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than Liquidation Transactions within ninety-five (95) calendar days following after each U.S. Liquidation Proceedings Commencement Date. For the Petition Dateavoidance of doubt, the Plan U.S. Liquidation Proceedings Commencement Date shall not occur until after (1) the Sale Transaction Effective Date has occurred, (2) the Company Parties provide notice of, and the Required Consenting Senior Noteholders have approved (which approval shall have occurrednot be unreasonably withheld) of, the nature, form and scope of the U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.

Milestones. Each Credit Party CEOC shall ensure the satisfaction of use its reasonable best efforts to cause the following milestones actions (each, individually a “Milestone” and collectively, the “Milestones” and each a ”) to occur on or before the dates specified below (such corresponding date, the “MilestoneMilestone Date”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) The motion for the Approval Order shall have been filed no later than one (1) calendar day 45 days from the Petition Date and the Approval Order shall have been entered by the Bankruptcy Court by no later than the earlier of February 15, 2016, and 60 days after the Petition Date, filing with the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis Bankruptcy Court of the DIP Facility and final report in respect of the Adequate Protection (investigation as defined detailed in the Interim DIP OrderOrder Granting in Part and Denying in Part Motions to Appoint Examiner (Dkt. No. 675); (b) no later than three (3) calendar By the earlier of February 15, 2016 and 60 days after the Petition Date filing with the Bankruptcy Court of the final report in respect of the investigation as detailed in the Order Granting in Part and Denying in Part Motions to Appoint Examiner (or, to the extent such calendar day is not a Business Day, the next Business Day thereafterDkt. No. 675), the Debtors Company shall file a motion, in form and substance acceptable to have obtained entry by the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all Bankruptcy Court of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”)Plan Solicitation Order; (c) no later than five (5) calendar By the earlier of May 15, 2016 and 90 days after the Petition DateBankruptcy Court’s approval of the Plan Solicitation Order, the Confirmation Order shall have been entered by the Bankruptcy Court shall enter the Interim OrderCourt; (d) no later fifteen the Company shall file a registration statement under the Securities Exchange Act of 1933, as amended, (15the “Registration Statement”) calendar days registering the Preferred Stock as soon as practicable following the Petition Dateeffective date of the Plan and in any event within 75 days thereafter, and shall cause the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Registration Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lendersbe effective as soon as practicable thereafter; (e) no later than twenty-five (25) calendar days following the filing of Subscription Expiration Date shall have occurred on the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion date specified in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”);such definition; and (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurredoccurred by the earlier of July 15, 2016 and 60 days from the date the Confirmation Order has been entered by the Bankruptcy Court.

Milestones. Each Credit Party shall ensure the satisfaction of the following milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) no later than one (1) calendar day after the Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) By no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Datedate of the Sale Notice, Borrower shall commence a full process to sell one or more Cannabis Licenses, as determined in Borrower’s reasonable discretion (subject to clause (v) below), and related properties (including, without limitation, the deadline for submission Collateral Properties) and operations held by the Loan Parties (the “Sale Assets”). As part of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order;such sale process: (i) By no later than fortysixty (60) days following the date of the Sale Notice, Borrower shall provide Agent with proposals from no less than three (3) investment banks or brokers for running the sale process, which investment banks or brokers shall be subject to Agent’s approval in its reasonable discretion, and such proposals shall include detailed compensation information for each investment bank or broker; (ii) By no later than sixty-five (4565) calendar days following the Petition Datedate of the Sale Notice, Borrower shall indicate to Agent the Debtors investment bank or broker that it seeks to retain, provided that the retention of such investment bank or broker shall conduct an auction (an “Auction”) for some, all or substantially all (be subject to Agent’s approval in one or multiple sales) of their assets pursuant to the Bidding Procedures Orderits reasonable discretion; (jiii) Borrower shall retain such investment bank or broker by no later than fifty seventy (5070) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all date of the Debtors’ assets, in each case in form Sale Notice and substance reasonably acceptable provide a signed copy of the engagement letter between ▇▇▇▇▇▇▇▇ and the selected investment bank or broker to Agent by no later than eight-five (85) days following the Required Lenders (date of the “Sale Order”)Notice; (kiv) no later than fifty (50) calendar days following Borrower shall cause the Petition Date, selected investment bank or broker to commence the Bankruptcy Court shall enter the Disclosure Statement Order; (l) marketing process by no later than ninety (90) calendar days following the Petition Datedate of the Sale Notice, and shall cooperate with the investment bank or broker to facilitate such marketing process, including by providing (for access by potential bidders) all information reasonably requested by the investment bank or broker; (v) Borrower shall include in the sale process the Sale Assets expected (based on valuations by the investment bank or broker) to yield proceeds sufficient to repay all Obligations in full in cash (including any premiums, exit fees, penalties and/or default interest). If the sale of all Sale Assets held by the Loan Parties would not be expected to yield sufficient proceeds to repay all Obligations in full in cash (including any premiums, exit fees, penalties and/or default interest), the Bankruptcy Court sale process will be for all Sale Assets held by the Loan Parties. (vi) Borrower shall enter request initial letters of interest, along with each such potential buyer’s qualifications, by no later than one hundred thirty (130) days following the Confirmation Orderdate of the Sale Notice and signed letters of intent by no later than one hundred fifty (150) days following the date of the Sale Notice; (vii) Borrower shall have signed purchase agreement(s) for the sales of the Sale Assets by no later than one hundred sixty five (165) days following the date of the Sale Notice; and (mviii) Borrower shall close such sales by no later than ninety-two hundred twenty five (95225) calendar days following the Petition Date, date of the Plan Effective Date shall have occurredSale Notice.

Milestones. Each Credit Party The Debtor shall ensure complete the satisfaction Restructuring in accordance with the deadlines specified below, which deadlines in all cases may be extended by written agreement of the following milestones Requisite Noteholders (collectively, the “Milestones” and each a “Milestone”); provided, unless waived or extended with that, in the consent event that any of the Required Lenders Company’s subsidiaries file for chapter 11 protection in accordance with this Agreement, the Requisite Noteholders and the Company agree to engage in good faith discussions to extend the deadlines set forth in 4(b)(vi) through (which written consent may be provided via email, including by counsel to the Lenders):ix) as reasonably necessary: (ai) no by not later than one May 21, 2017, the Debtor shall commence the Chapter 11 Case (1) calendar day after such filing date, the “Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (cii) no later than five by three (53) calendar days after the Petition Date, but in no event later than May 24, 2017, the Debtor shall file with the Bankruptcy Court shall enter motions seeking entry of orders (x) authorizing the Interim OrderDebtor to assume the Backstop Agreement and this Agreement and the Debtor’s obligations thereunder and hereunder, and (y) approving procedures for the Rights Offering (together, the “RSA and Backstop Motions”); (diii) no later fifteen by seven (157) calendar days following after the Petition Date, but in no event later than May 28, 2017, the Debtors Debtor shall have filed an file with the Bankruptcy Court the Acceptable Plan Plan, the Disclosure Statement, and a motion seeking a hearing to consider the adequacy of Reorganization, an Acceptable the Disclosure Statement and a motion to approve approval of the Acceptable Disclosure Statement in form and substance acceptable to the Required LendersDebtor’s solicitation procedures; (eiv) no later than twentythe Debtor shall seek to have the RSA and Backstop Motions heard at the hearing scheduled to consider the “first day” motions on a final basis (the “Second Day Hearing”); (v) by the day that is the earlier of (x) two (2) business days following the Second Day Hearing, and (y) thirty-five (2535) calendar days following after the filing of the Bidding Procedures MotionPetition Date, but in no event later than June 26, 2017, the Bankruptcy Court shall enter have entered an order approving the Bidding Procedures RSA Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures RSA Order”); (fvi) no later than thirty by forty-five (3045) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) but in no event later than thirty (30) calendar days following the Petition DateJuly 7, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date2017, the Bankruptcy Court shall enter one or more orders have entered an order approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders Backstop Motion (the “Sale Backstop Order”) and an order approving the adequacy of the Disclosure Statement and the Debtor’s solicitation procedures; provided, that the Company shall use commercially reasonable efforts to seek entry of the forgoing orders as soon as reasonably practicable before July 7, 2017; (vii) within twenty (20) business days following the entry of the Backstop Order, but in no event later than August 4, 2017, the Company shall complete the solicitation in connection with the Rights Offering (other than funding in connection with the Backstop Commitments (as defined in the Backstop Agreement)); (kviii) no later than fifty by ninety (5090) calendar days following after the Petition Date, but in no event later than August 21, 2017, the Bankruptcy Court shall enter have entered an order confirming the Disclosure Statement Order; (l) no later than ninety (90) calendar days following Acceptable Plan; provided, that the Petition DateCompany shall use commercially reasonable efforts to seek entry of the foregoing order as soon as reasonably practicable before August 21, the Bankruptcy Court shall enter the Confirmation Order2017; and (mix) by fourteen (14) days after entry of an order confirming the Acceptable Plan, but in no event later than ninety-five (95) calendar days following the Petition DateSeptember 4, 2017, the Debtor shall consummate the transactions contemplated by the Acceptable Plan (the date of such consummation, the “Effective Date”), it being understood that the satisfaction of the conditions precedent to the Effective Date (as set forth in the Acceptable Plan) shall have occurredbe conditions precedent to the occurrence of the Effective Date.

Milestones. Each Credit Party As provided herein and subject to the terms of Section 8, the Debtors shall ensure implement the satisfaction of Restructuring Transactions on the following milestones timeline (collectivelyeach deadline, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) no later than one April 22, 2016, the Debtors shall have commenced solicitation on the Plan by mailing the Solicitation Materials to parties eligible to vote on the Plan; (1b) calendar day after no later than May 26, 2016, the Debtors shall commence the Chapter 11 Cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code and any and all other documents necessary to commence the Chapter 11 Cases with the Bankruptcy Court (such filing date, the “Petition Date”); (c) on the Petition Date, the Debtors shall file with the Bankruptcy Court: (i) the Plan; (ii) the Disclosure Statement; and (iii) a motion, in form and substance reasonably acceptable to motion (the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b“Scheduling Motion”) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall includeseeking, among other things, notice and consent rights in favor to schedule the hearing to consider approval of the Lenders for Asset Sales Disclosure Statement and going concern sales confirmation of the Plan (the “Bidding Procedures Confirmation Hearing”); and (iv) a motion seeking to assume this Agreement (the “RSA Assumption Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Datethan June 9, 2016, the Debtors Bankruptcy Court shall have filed entered an Acceptable Plan order authorizing the assumption of Reorganization, an Acceptable Disclosure Statement and a motion to approve this Agreement (the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders“RSA Assumption Order”); (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures MotionJune 29, 2016, the Bankruptcy Court shall enter an order approving have commenced the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”)Confirmation Hearing; (f) no later than thirty (30) calendar days after the Petition DateJuly 6, 2016, the Bankruptcy Court shall enter have entered the Final Order;Confirmation Order and an order approving the Disclosure Statement; and (g) no later than thirty (30) calendar days following the Petition DateJuly 22, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date2016, the Debtors shall conduct an auction consummate the transactions contemplated by the Plan (an “Auction”) for some, all or substantially all (in one or multiple sales) the date of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Datesuch consummation, the Bankruptcy Court shall enter one or more orders approving “Effective Date”). The Debtors may extend a Milestone with the sale of some, all, or substantially all express prior written consent of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurredRequisite Consenting Creditors.

Milestones. Each Credit Party The following Milestones shall ensure apply to this Agreement unless extended or waived in writing by the satisfaction of the following milestones (collectively, the “Milestones” Company Parties and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the First Lien Lenders):: (a) no later than one (1) calendar day after the Petition DateDate shall occur by March 10, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order)2020; (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business DayDate, the next Business Company Parties shall have filed the First Day thereafter), Pleadings with the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”)Bankruptcy Court; (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim DIP Order; (d) no later fifteen than thirty-five (1535) calendar days following after the Petition Date, (i) the Debtors Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed an Acceptable the Plan of Reorganization, an Acceptable and the Disclosure Statement and a motion to approve (which shall include the Acceptable Disclosure Statement in form and substance Valuation Analysis, which shall be acceptable to the Required LendersFirst Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than twenty-five fifty (2550) calendar days following after the filing of the Bidding Procedures MotionPetition Date, the Bankruptcy Court Company Parties shall enter an order approving the Bidding Procedures Motion have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required Lenders (the “Bidding Procedures Order”)First Lien Lenders; (f) no later than thirty seventy (3070) calendar days after the Petition Date, the Bankruptcy Court shall enter have entered an order approving the Final OrderDisclosure Statement in form and substance reasonably acceptable to the Company Parties and the Required First Lien Lenders and, solely with respect to the economic treatment provided on account of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders; (g) no later than thirty one hundred fifteen (30115) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following after the Petition Date, the Bankruptcy Court shall enter one or more orders approving have entered the sale of some, all, or substantially all of the Debtors’ assets, in each case Confirmation Order in form and substance acceptable to the Company Parties and the Required First Lien Lenders and, solely with respect to the economic treatment provided on account of the Second Lien Claims, reasonably acceptable to the Required Lenders (the “Sale Order”);Second Lien Lenders; and (kh) no later than fifty one hundred thirty (50130) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following after the Petition Date, the Plan Effective Date shall have occurred.

Milestones. Each Credit Party The Debtors shall ensure implement the satisfaction of Restructuring Transactions in accordance with the following milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with which, to the consent extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Required Lenders (which written consent may be provided via emailFederal Rules of Bankruptcy Procedure, including by counsel subject to the Lenders):cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors: (a) no later than one (1) calendar day after the Petition Date, the Debtors shall file a motionthe Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance reasonably acceptable to the Required LendersParties by no later than December 10, seeking approval on an interim 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and final basis provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the DIP Facility and Approved Plan and/or the Adequate Protection Disclosure Statement (as defined in the Interim DIP Orderwhich consent shall not be unreasonably withheld); (b) no the Debtors shall execute the Backstop Commitment Agreements by not later than three December 21, 2021; (3c) calendar the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the Petition Date execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (ord) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the extent such calendar day is Parties by not a Business Day, later than fourteen (14) days after the next Business Day thereafter), commencement of the Debtors Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall file a motion, commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no Parties by not later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all commencement of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order;Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than forty one hundred twenty (40120) calendar days following the Petition Date, the deadline for submission after entry of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurred.

Milestones. Each Credit Party (a) The Borrowers shall ensure and shall cause its Restricted Subsidiaries to act in good faith and take commercially reasonable efforts to pursue and implement the satisfaction Chapter 11 Plan. (b) The Borrower shall comply with each of the following milestones dates and milestones: (collectively, i) the “Milestones” Cases are commenced and each a “Milestone”), unless waived or extended the Chapter 11 Plan and related disclosure statement is filed with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) Bankruptcy Court no later than one April 9, 2013; (1ii) calendar day the Interim Order is entered within three (3) Business Days after the Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (biii) no later than three the Final DIP Order is entered within twenty seven (327) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval entry of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (div) no later fifteen the Bankruptcy Court’s order (15the “Solicitation Order”) calendar days following approving the Petition Date, Solicitation Materials (as defined in the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement Support Agreement) and setting a motion hearing to approve confirm the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, Chapter 11 Plan is entered by the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than within forty-five (45) calendar days following after the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all filing of the Debtors’ assets, in each case Chapter 11 Plan and such Solicitation Order is in form and substance reasonably acceptable satisfactory to the Required Lenders Administrative Agent in its sole discretion; (v) the Bankruptcy Court’s order (the “Sale Confirmation Order”); (k) no later than fifty (50) calendar days following confirming the Petition Date, Chapter 11 Plan is entered by the Bankruptcy Court shall enter on or prior to the Disclosure Statement Order; seventy-fifth (l75th) no later than ninety (90) calendar days following day after the Petition Date, Solicitation Order is entered and such Confirmation Order is in form and substance satisfactory to the Bankruptcy Court shall enter the Confirmation OrderAdministrative Agent in its sole discretion; and (mvi) no later than ninety-five on or prior to the fourteenth (9514th) calendar days following day after entry of the Petition DateConfirmation Order, the effective date of the Chapter 11 Plan Effective Date shall have occurred. provided, however, that the Borrower may extend the time periods allowed in each of clauses (iii), (iv) and (v) by up to fourteen (14) days if the purpose of such extension is solely to accommodate scheduling difficulties with the Bankruptcy Court.

Milestones. Each Credit Party The Company shall ensure complete the satisfaction Restructuring in accordance with the deadlines specified below, which deadlines in all cases may be extended by written agreement of the following milestones Requisite Noteholders (collectively, the “Milestones” and each a “Milestone”); provided, unless waived or extended that, in the event that any of the Company’s subsidiaries file for chapter 11 protection in accordance with the consent of RSA, the Required Lenders Requisite Commitment Parties agree to engage in good faith discussions with the Company to extend the deadlines set forth in Section 6.21(f) through (which written consent may be provided via email, including by counsel to the Lenders):i) as reasonably necessary: (a) no by not later than one May 21, 2017, the Debtor shall commence the Chapter 11 Case; (1b) calendar day by three (3) days after the Petition Date, but in no event later than May 24, 2017, the Debtors Debtor shall file a motion, in form with the Bankruptcy Court motions seeking entry of orders (x) authorizing the Debtor to assume the RSA and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility this Agreement and the Adequate Protection Debtor’s obligations thereunder and hereunder, and (as defined in y) approving procedures for the Interim DIP Order); Rights Offering (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Daytogether, the next Business Day thereafter), the Debtors shall file a motion, in form “RSA and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures MotionBackstop Motions”); (c) no later than five by seven (57) calendar days after the Petition Date, but in no event later than May 28, 2017, the Debtor shall file with the Bankruptcy Court shall enter the Interim OrderPlan, the Disclosure Statement, and a motion seeking a hearing to consider the adequacy of the Disclosure Statement and approval of the Debtor’s solicitation procedures; (d) no later fifteen the Debtor shall seek to have the RSA and Backstop Motions heard at the hearing scheduled to consider the “first day” motions on a final basis (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders“Second Day Hearing”); (e) no later than twentyby the day that is the earlier of (x) the day that is two (2) business days following the Second Day Hearing, and (y) thirty-five (2535) calendar days following after the filing of the Bidding Procedures MotionPetition Date, but in no event later than June 26, 2017, the Bankruptcy Court shall enter have entered an order approving the Bidding Procedures RSA Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures RSA Order”); (f) no later than thirty by forty-five (3045) calendar days after the Petition Date, but in no event later than July 7, 2017, the Bankruptcy Court shall enter have entered an order approving the Final Backstop Motion (the “Backstop Order”) and an order approving the adequacy of the Disclosure Statement and the Debtor’s solicitation procedures; provided, that the Company shall use commercially reasonable efforts to seek entry of the foregoing orders as soon as reasonably practicable before July 7, 2017; (g) no later than thirty within twenty (3020) calendar business days following the Petition Dateentry of the Backstop Order, but in no event later than August 4, 2017, the deadline for submission of non-binding indications of interest for some, all, or substantially all of Company shall complete the Debtors’ assets shall have occurred pursuant to solicitation in connection with the Bidding Procedures OrderRights Offering (other than funding in connection with the Backstop Commitments); (h) no later than forty by ninety (4090) calendar days following after the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) but in no event later than forty-five (45) calendar days following the Petition DateAugust 21, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date2017, the Bankruptcy Court shall enter one or more orders approving have entered an order confirming the sale of somePlan; provided, all, or substantially all that the Company shall use commercially reasonable efforts to seek entry of the Debtors’ assetsforegoing order as soon as reasonably practicable before August 21, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order2017; and (mi) by fourteen (14) days after entry of an order confirming the Acceptable Plan, but in no event later than ninety-five (95) calendar days following the Petition DateSeptember 4, 2017, the Plan Effective Date shall have occurredoccur.

Milestones. Each Credit Party 4.01. The following Milestones shall ensure apply to the satisfaction of Restructuring unless extended or waived in writing by the following milestones (collectively, the “Milestones” Company Parties and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Consenting First Lien Lenders):: (a) no later than one May 16, 2020 the Debtors shall commence the Chapter 11 Cases; (1b) calendar day no later than 14 Business Days after the Petition Date, the Debtors shall file have filed a motion, in form and substance reasonably motion to retain Brokers acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”)Consenting First Lien Parties; (c) no later than five (5) 18 calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim DIP Order; (d) no later fifteen (than June 15) calendar days following the Petition Date, 2020, the Debtors shall will have filed delivered a Lease Optimization Plan and an Acceptable Plan of ReorganizationOwned Real Estate Optimization Plan, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement each in form and substance acceptable to the Required Consenting First Lien Lenders;, to the Consenting First Lien Lenders. (e) no later than twenty-five (25) calendar days following June 15, 2020 the filing of the Bidding Procedures Motion, the Bankruptcy Court Company Parties shall enter an order approving the Bidding Procedures Motion in form and substance acceptable have delivered proposed Business Plan Parameters to the Required Consenting First Lien Lenders (and the “Bidding Procedures Order”)DIP Lenders; (f) no later than thirty June 20, 2020 the Company Parties and the Required Consenting First Lien Lenders shall have agreed on acceptable Business Plan Parameters; (30g) calendar no later than July 8, 2020, the Company Parties shall have delivered a Business Plan (consistent with the acceptable Business Plan Parameters) to the Consenting First Lien Lenders and the DIP Lenders; (h) no later than July 14, 2020, the Company Parties and the Required Consenting First Lien Lenders shall have agreed on an acceptable Business Plan; (i) no later than 130 days after the Petition Date the Bankruptcy Court shall have entered an order either (A) approving the Disclosure Statement or (B) acceptable bidding procedures; (j) no later than 160 days after the Petition Date, the Bankruptcy Court shall enter have entered either (A) the Final Order; Confirmation Order or (gB) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, approving an acceptable sale or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”);; and (k) no later than fifty (50) calendar days following the Petition DateNovember 15, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, 2020 the Plan Effective Date shall have occurred.] 4.02. The Milestones may be extended by the Company Parties with the prior written consent (email from counsel being sufficient) of the Required Consenting First Lien Lenders.

Milestones. Each Credit Party On and after the Support Effective Date, the Company shall ensure use commercially reasonable efforts to implement the satisfaction Restructuring in accordance with the following Milestones, as applicable, unless extended or waived in writing (which may be by electronic mail between applicable counsel) by the Company and the Required Consenting Lenders in their sole discretion; provided that, with respect to the Milestones in subsections (c) and (e) herein, such Milestones may be extended by the Company and the Lender Counsel. For the avoidance of doubt, nothing in these Milestones shall prevent the Debtors from exercising their respective fiduciary duties under applicable law, subject to the right of the following milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Consenting Lenders (which written consent may be provided via email, including by counsel to the Lenders):under Section 5(b) hereof: (a) no later than one 11:59 p.m. (1prevailing Eastern time) calendar day on the date that is two (2) days after the Petition Support Effective Date, the Debtors Company Parties shall file a motion, in form and substance reasonably acceptable to have commenced the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined Chapter 11 Cases in the Interim DIP OrderBankruptcy Court (the “Petition Date”); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim Order; (d) no later fifteen (15) calendar days following DIP Order on an interim basis, which DIP Order shall be in the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Requisite Consenting Lenders; (ec) no later than twenty11:59 p.m. (prevailing Eastern time) on the date that is thirty-five (2535) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; entered (i) no later than forty-five an order approving the bidding procedures with respect to the Acquisition (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “AuctionBidding Procedures”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the which Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case be in form and substance reasonably acceptable to the Required Lenders Requisite Consenting Lenders) and (ii) the “Sale Order”DIP Order on a final basis (which DIP Order shall be in form and substance acceptable to the Requisite Consenting Lenders); (kd) no later than fifty 11:59 p.m. (50prevailing Eastern time) calendar the date that is thirty-five (35) days following after the Petition Date, the Bankruptcy Court Company Parties shall enter have filed an Acceptable Plan, Disclosure Statement, and a motion to approve the Disclosure Statement OrderStatement, each of which shall be in form and substance reasonably acceptable to the Requisite Consenting Lenders; (le) no later than ninety (90) calendar days following after the Petition Date, (i) the hearing to approve the Disclosure Statement shall have occurred and (ii) the Bankruptcy Court shall have entered an order approving the Disclosure Statement on a final basis, which shall be in form and substance reasonably acceptable to the Requisite Consenting Lenders; (f) no later than one hundred fifty (150) days (or such later date as may be required to accommodate the Bankruptcy Court’s schedule) after the Petition Date, a hearing shall have occurred for approval of (x) (i) the Acquisition and (ii) confirmation of the Plan or (y) another Acceptable Plan, and within two (2) Business Days thereafter, the Bankruptcy Court shall enter have entered the Confirmation OrderOrder on a final basis, which shall be in form and substance reasonably acceptable to the Requisite Consenting Lenders; and (mg) no later than ninety-five two hundred and ten (95210) calendar days following after the Petition Date, (i) the Acquisition shall have closed and (ii) the Plan Effective Date shall have occurred.

Milestones. Each Credit Party shall ensure the satisfaction of the following milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) no later than one (1) calendar day after The Credit Parties shall use their best efforts to pursue and implement the Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order);Reorganization Plan. (b) no later than The Borrower shall achieve each of the following milestones: (i) the Interim Order shall be entered within three (3) calendar Business Days of the Petition Date; (ii) the Reorganization Plan and related disclosure statement shall be filed with the Bankruptcy Court within three (3) days of the Petition Date; (iii) the Final DIP Order shall be entered within twenty-eight (28) days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval entry of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (div) no later fifteen the Bankruptcy Court’s order (15the “Solicitation Order”) calendar days following approving the Petition Date, disclosure statement and solicitation materials related thereto and setting a hearing to confirm the Debtors Reorganization Plan shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, be entered by the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than within forty-five (45) calendar days following of the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case Date and such Solicitation Order is in form and substance reasonably acceptable satisfactory to the Required Lenders in their sole discretion; (v) the Bankruptcy Court’s order (the “Sale Confirmation Order”); (k) no later than fifty (50) calendar days following confirming the Petition Date, Reorganization Plan shall be entered by the Bankruptcy Court shall enter the Disclosure Statement Order; within forty-five (l45) no later than ninety (90) calendar days following the Petition Date, of the Bankruptcy Court shall enter Court’s entry of the Solicitation Order and such Confirmation OrderOrder is in form and substance satisfactory to the Administrative Agent in its sole discretion; and (mvi) no later than ninetyon or prior to the twenty-five first (9521st) calendar days following day after entry of the Petition DateConfirmation Order, the effective date of the Reorganization Plan Effective Date shall have occurred.

Milestones. Each The Credit Party Parties shall ensure the satisfaction of the following milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Requisite Lenders or the Administrative Agent (with the written consent of the Requisite Lenders (which written consent may be provided via by email, including by counsel to the Lenders)): (a) By no later than one (1) calendar day after the Petition DateMay 17, 2019, the Debtors Borrower shall file have entered into a motionRestructuring Support Agreement with the Ad Hoc Group of Term Lenders pursuant to which the Borrower agrees to, among other things, (a) pursue either (i) a sale of all or substantially all of the assets of the Borrowers and the other Credit Parties pursuant to Section 363 of the Bankruptcy Code or (ii) such other transaction acceptable to the Ad Hoc Group of Term Lenders and (b) commence voluntary Chapter 11 Cases by no later than June 3, 2019; (b) By no later than May 10, 2019, (i) one independent director reasonably satisfactory to the Ad Hoc Group of Term Lenders shall be appointed to the Board of Directors or similar governing body of the Borrower. Such independent director (together with any other independent directors as determined by the Board of Directors, if any) shall (i) take primary responsibility over matters relating to restructuring transactions, and (ii) report and submit recommendations with respect to restructuring transactions to the Board of Directors or similar governing body of the Borrower; (c) By no later than May 10, 2019, the Borrower shall have delivered to ▇▇▇▇▇▇▇▇▇ and the Ad Hoc Group of Term Lenders a long term business plan through at least December 31, 2022, with a month-by-month analysis for the calendar years ending December 31, 2019 and December 31, 2020 and a quarter-by-quarter analysis for the calendar years 2021 and 2022, which plan shall include income statement, balance sheet and cash flow projections and shall otherwise be in form and substance reasonably acceptable to the Ad Hoc Group of Term Lenders; (d) By no later than May 17, 2019, the Borrower shall have delivered to ▇▇▇▇▇ ▇▇▇▇, counsel to the Ad Hoc Group of Term Lenders (i) drafts of all “first day” motions, including a first day declaration, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim ▇▇▇▇▇ ▇▇▇▇ and final basis of the DIP Facility (ii) draft bidding procedures and the Adequate Protection motion (as defined in the Interim DIP Order); (bincluding a proposed sale order) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for a sale or other disposition of all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, Credit Parties under section 363 of the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assetsCode, in each case in form and substance reasonably acceptable to ▇▇▇▇▇ ▇▇▇▇; (e) By no later than May 17, 2019, the Required Borrower shall have delivered to ▇▇▇▇▇▇▇▇▇ and the Ad Hoc Group of Term Lenders (i) an analysis of critical vendors, together with an analysis of all past due payables and contracts or leases subject to potential rejection that would give rise to unsecured claims in the Chapter 11 Cases, which analysis shall quantify the total pool of potential unsecured claims in the Chapter 11 Cases (the “Sale OrderGUC Pool”), and a proposal for how to address the GUC Pool in the Chapter 11 Cases, (ii) an analysis of expected operational savings resulting from the Chapter 11 Cases, including as a result of the rejection of leases, the termination of contracts and other operational initiatives and (iii) a sizing and needs analysis for potential emergence financing; (kf) By no later than fifty (50) calendar days following the Petition DateMay 10, 2019, the Bankruptcy Court Borrower shall enter have delivered to the Disclosure Statement OrderAd Hoc Group of Term Lenders a budget for the Chapter 11 Cases, in form and substance reasonably acceptable to the Requisite Lenders; (lg) By no later than ninety (90) calendar days following the Petition DateMay 17, 2019, the Company shall have prepared a buyer list/contact log, process timeline with milestones, request for proposals and confidential information memorandum in respect of a sale or other disposition of all or substantially all of the assets of the Credit Parties under section 363 of the Bankruptcy Court shall enter Code, in each case in form and substance satisfactory to the Confirmation OrderRequisite Lenders; and (mh) By no later than ninety-five (95) calendar days following the Petition DateMay 30, 2019, the Plan Effective Date Company and the Ad Hoc Group of Term Lenders shall have occurredagreed upon mutually satisfactory credit document with respect to a superpriority debtor-in-possession credit facility, which form shall provide, among other things, that all Term Loans shall roll into loans under such debtor-in-possession credit facility.

Milestones. Each Credit Party 4.01 The following Milestones shall ensure the satisfaction of the following milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel apply to the Lenders):this Agreement: (a) The Company Parties shall have disseminated the Solicitation Materials and thereby commenced solicitation of votes to accept or reject the Plan by no later than one September 30, 2020; (1b) calendar day The Petition Date shall occur by September 30, 2020; (c) Not later than three (3) Business Days after the Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to have obtained entry by the Required Lenders, seeking approval on an interim and final basis Court of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no Not later than thirty (30) calendar days after the Petition Date, the Bankruptcy Debtors shall have filed with the Court shall enter (i) the Final OrderPlan, and (ii) the Disclosure Statement; (ge) no Not later than thirty (30) calendar days following after the Petition Date, the deadline Debtors shall have filed with the Bankruptcy Court a motion to establish a bar date for submission filing proofs of non-binding indications of interest for some, all, or substantially all claim; provided that the foregoing Milestone shall not apply in the event the Debtors commence the Chapter 11 Cases on a “prepackaged” basis by commencing solicitation of the Debtors’ assets shall have occurred pursuant Plan prior to the Bidding Procedures OrderPetition Date; (hf) no Not later than forty thirty (4030) calendar days following after the Petition Date, the deadline for submission of binding bids for some, all, or substantially all Debtors shall have obtained entry by the Court of the Debtors’ assets Final DIP Order; provided that the foregoing Milestone shall have occurred pursuant automatically be extended to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following after the Petition Date in the event the Debtors commence the Chapter 11 Cases on a “prepackaged” basis by commencing solicitation of the Plan prior to the Petition Date; provided further, that in no event shall the foregoing Milestone be later than immediately preceding the hearing on confirmation of the Plan; (g) Not later than sixty-five (65) calendar days after the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) have obtained entry by the Court of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (lh) no Not later than ninety one hundred ten (90110) calendar days following after the Petition Date, the Bankruptcy Debtors shall have obtained entry by the Court shall enter of the Confirmation Order; and (mi) no Not later than ninety-five (95) calendar days following the Petition DateDecember 20, 2020, the Plan Effective Date shall have occurred.

Milestones. Each Credit Party The Loan Parties shall ensure the satisfaction of the following milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders or the Administrative Agent (with the written consent of the Required Lenders (which written consent may be provided via by email, including by counsel to the Lenders)): (a) By no later than one (1) calendar day after the Petition DateMay 3, 2021, the Debtors Borrower shall file have delivered to the Term Loan Lender Advisors drafts of all "first day" motions, including a motionfirst day declaration, for a chapter 11 filing in the Southern District of Texas (the “Chapter 11 Filing"” in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim Ad Hoc Group of Term Loan Lenders and final basis of such other documents to be agreed between the DIP Facility Borrower and the Adequate Protection (as defined in the Interim DIP Order)Ad Hoc Group of Term Loan Lenders; (b) By no later than three (3) calendar days after the Petition Date (orMay 10, to the extent such calendar day is not a Business Day2021, the next Business Day thereafter), the Debtors Borrower shall file a motion, in form and substance acceptable have delivered to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all each of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Term Loan Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion budget relating to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twentydebtor-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of nonin-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case possession financing in form and substance reasonably acceptable to the Required Lenders Ad Hoc Group of Term Loan Lenders; (c) By no later than May 10, 2021, the Borrower shall have entered into a Restructuring Support Agreement (the “Sale OrderRSA”); (k) no later than fifty (50) calendar days following with the Petition Date, Ad Hoc Group of Term Loan Lenders pursuant to which the Bankruptcy Court shall enter Borrower agrees to pursue a transaction acceptable in all respects to the Disclosure Statement Order; (l) no later than ninety (90) calendar days following Ad Hoc Group of Term Loan Lenders and the Petition Date, the Bankruptcy Court shall enter the Confirmation OrderBorrower by commencing voluntary Chapter 11 Cases or otherwise agreeing to a mutually acceptable out of court restructuring; and (md) By no later than ninety-five (95) calendar days following the Petition DateMay 14, 2021, if Chapter 11 Cases are anticipated, the Plan Effective Date Borrower and the Ad Hoc Group of Term Loan Lenders shall have occurredagreed upon the form of a debtor-in-possession credit agreement, which form shall provide, among other things, that all Loans of the Ad Hoc Group of Term Loan Lenders shall roll into loans under the debtor-in-possession facility and otherwise be satisfactory to the Ad Hoc Group of Term Loan Lenders and the Borrower.

Milestones. Each Credit Party shall ensure the satisfaction of the The following milestones (collectively, the “Milestones” and each a “Milestone”), ) shall apply to this Agreement (unless extended or waived or extended in writing (including via email in accordance with Section ‎12.17) with the consent (not to be unreasonably withheld) of the Company Parties, the Required Lenders Consenting Senior Secured Noteholders, and, with respect to Milestones other than those set forth in clauses (which written consent may be provided via emaild) and (g)(ii), including by counsel to the LendersRequired Consenting Convertible Noteholders): (a) no later than one (1) calendar day after the Petition DateNovember 18, 2024, the Debtors Company shall file a motion, in form and substance reasonably acceptable voluntary petition for relief pursuant to the Required Lenders, seeking approval on an interim and final basis chapter 11 of the DIP Facility and the Adequate Protection (as defined Bankruptcy Code in the Interim DIP OrderBankruptcy Court (the date of filing of such voluntary petition, the “Petition Date”); (b) no later than three (3) calendar days after November 18, 2024 the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors Company shall file with the Bankruptcy Court a motion, in form and substance acceptable to the Required Lenders, motion seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all entry of the Debtors’ assets that shall include, among other things, notice Adequate Protection Order and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”)DIP Order; (c) no later than five (5) calendar days after the Petition DateNovember 19, 2024, the Bankruptcy Court Debtors shall enter launch a consent solicitation (the Interim Order“Consent Solicitation” and such date, the “Consent Solicitation Date”) seeking consent to certain amendments to the Senior Secured Notes Indenture and as set out in the Offshore Documents (collectively, the “Proposed Amendments”) in order to facilitate the commencement of Chapter 11 Cases for the Company Parties identified on Exhibit F hereto; (d) no later fifteen (15) calendar days following the Petition Datethan November 20, 2024, the Debtors Bankruptcy Court shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve entered the Acceptable Disclosure Statement in form and substance acceptable to the Required LendersAdequate Protection Order; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures MotionNovember 27, 2024, the Company shall file the Backstop M▇▇▇▇ with the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”)Court; (f) no later than thirty November 29, 2024, the Company Parties identified on Exhibit F shall have (30i) calendar days after executed and delivered the Petition DateCompany Acknowledgment to counsel to the Consenting Stakeholders, (ii) filed voluntary petitions for relief pursuant to chapter 11 of the Bankruptcy Code in the Bankruptcy Court shall enter the Final Orderand (iii) filed a Joint Administration Motion; (g) no later than thirty (30) calendar days following the Petition DateDecember 2, 2024, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets Bankruptcy Court shall have occurred pursuant entered (i) an order granting the Joint Administration Motion, (ii) an order deeming the Adequate Protection Order applicable and binding with respect to the Bidding Procedures Orderall Company Parties, and (iii) an order deeming all other applicable orders applicable and binding with respect to all Company Parties; (h) no later than forty (40) calendar days following the Petition DateDecember 2, 2024, the deadline for submission of binding bids for someCompany shall file with the Bankruptcy Court the Plan, allthe Disclosure Statement, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Solicitation Procedures OrderMotion; (i) no later than forty-five (45) calendar days following the Petition DateDecember 23, 2024, the Debtors Bankruptcy Court shall conduct an auction have entered (an “Auction”i) for some, all or substantially all the final DIP Order and (in one or multiple salesii) of their assets pursuant to the Bidding Procedures Backstop Order; (j) no later than fifty (50) calendar days following the Petition DateJanuary 13, 2025, the Bankruptcy Court shall enter one or more orders approving have entered the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Solicitation Procedures Order”); (k) no later than fifty (50) calendar days following the Petition DateFebruary 17, 2025, the Bankruptcy Court shall enter have entered the Disclosure Statement Confirmation Order; (l) the Plan shall have become effective in accordance with its terms no later than ninety (90) calendar days following the Petition DateMarch 4, the Bankruptcy Court shall enter the Confirmation Order2025; and (m) no later than ninetyprovided, however, such date may be automatically extended by up to forty-five (9545) calendar days following to the Petition Date, extent regulatory approvals are the Plan Effective Date shall have occurredonly outstanding conditions to effectiveness of the Plan.

Milestones. Each Credit Party The Borrower shall ensure the satisfaction of comply with the following milestones Milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) [Reserved]. (b) [Reserved]. (c) The Final Order shall have been entered by no later than one forty-five (145) calendar day days after the Petition Date. (d) [Reserved]. (e) The 2023 PBGC Settlement shall have been approved by the Bankruptcy Court no later than confirmation of the Plan. (f) [Reserved]. (g) [Reserved]. (h) [Reserved]. (i) The order approving the adequacy of the disclosure statement, in form and substance acceptable to the Debtors and the Required Lenders, shall file a motionhave been entered no later than sixty (60) days after the Petition Date. (j) An order confirming the Plan, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim Debtors and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Confirmation Order”); (f) , shall have been entered by no later than thirty sixty (3060) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”);. (k) no later than fifty (50) calendar days following The substantial consummation of the Petition Date, the Bankruptcy Court Plan shall enter the Disclosure Statement Order; (l) have occurred no later than ninety (90) calendar days following after the Petition Date. 9.17 Bankruptcy Matters Each Debtor shall: (a) cause all proposed (i) orders related to or affecting the Loans and other Obligations, the Prepetition Debt and the Credit Documents, any other financing or use of Cash Collateral, any sale or other disposition of Collateral outside the ordinary course, cash management, adequate protection, any plan of reorganization and/or any disclosure statement related thereto, (ii) orders concerning the financial condition of the Borrower or any of its Subsidiaries or other Indebtedness of the Debtors or seeking relief under section 363, 364 or 365 of the Bankruptcy Court Code or Rule 9019 of the Federal Rules of Bankruptcy Procedure, (iii) orders 135 authorizing additional payments to critical vendors (outside of the relief approved in the First Day Orders and “second day” orders) and (iv) orders establishing procedures for administration of the Chapter 11 Cases or approving significant transactions submitted to the Bankruptcy Court, in each case, proposed by the Debtors to be in accordance with and permitted by the terms of this Agreement; (b) subject to any applicable limitations set forth in the Security Documents (including in any Mortgage), including with respect to any asset subject to a separate notice period thereunder, if any assets that are of the nature secured by any Security Documents (including any owned Real Estate or improvements thereto) are acquired by the Borrower or any Subsidiary Guarantor after the Closing Date or are held by any Subsidiary on or after the time it becomes a Guarantor pursuant to Section 9.11, unless an effective lien has been created under the Security Agreement and perfected under an effective UCC financing statement, the Borrower will promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, will cause such assets to be subjected to a Lien securing the Obligations and will take, and cause the other Credit Parties to take, such actions as shall enter be necessary or reasonably requested by the Confirmation Order; and (m) Collateral Agent, as soon as commercially reasonable but in no event later than ninety-five (955) calendar days following Business Days, unless extended by the Petition DateCollateral Agent in its reasonable discretion, to grant and perfect such Liens consistent with the Plan Effective Date shall have occurredapplicable requirements of the Security Documents, including actions described in paragraph (a) of this Section, all at the expense of the Credit Parties.

Milestones. Each Credit Party shall ensure the satisfaction Upon completion or occurrence of each of the following milestones (collectivelyMilestones set forth below, Lonza shall invoice Customer the “Milestones” and each a “amount set forth opposite such Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel less applicable credits posted to the Lenders): (a) no later than one (1) calendar day after the Petition Date, the Debtors shall file a motion, Customer’s account pursuant Clause 2. Unless Customer notifies Lonza in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent writing that it disputes any such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later invoice within fifteen (15) calendar business days following the Petition Datedate thereof, stating in reasonable detail the basis for disputing such invoice, Lonza shall be entitled to withdraw the amount of such invoice from the Escrow Account by presenting to the Escrow Agent a copy of the invoice evidencing completion of the applicable Milestone. If Customer timely disputes any such invoice, the Debtors shall have filed matter will be resolved by the Steering Committee; provided that if the Steering Committee is unable to resolve such dispute within […***…] ([…***…]) days following the date of Customer’s notice to Lonza, either Party may seek resolution of the matter pursuant to Clause 16.9. Lonza will not make a withdrawal from the Escrow Account as described above unless and until any dispute regarding the underlying invoice timely notified hereunder by Customer has been resolved in Lonza’s favor. Customer will not give a “Counter Notice” under the Escrow Agreement unless it has timely notified Lonza that it disputes in good faith an Acceptable Plan invoice presented pursuant to this Clause, and such dispute has not been resolved in Lonza’s favor. If Customer gives a Counter Notice under the Escrow Agreement and the underlying dispute is subsequently resolved in Lonza’s favor, Customer will, upon request of ReorganizationLonza, an Acceptable Disclosure Statement execute and deliver with Lonza a motion to approve the Acceptable Disclosure Statement in form and substance acceptable joint instruction to the Required Lenders; (e) Escrow Agent to disburse to the amount of the relevant Milestone Payment to Lonza. Customer’s exercise of the Construction Trigger […***…]% of […***…] Completion of the 1st engineering run, but no later than twenty-five (25) calendar days following the filing […***…] months after exercise of the Bidding Procedures Motion[…***…]% of […***…] Construction Trigger; provided that such […***…]- month period shall be extended by the duration of any delay in completion of the 1st engineering run caused by or within the reasonable control of Lonza Successful completion of a PAI, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) but no later than thirty (30) calendar days […***…] months after Facility OQ; provided that such […***…]-month period shall be extended by the Petition Dateduration of any delay in successful completion of the PAI caused by or within the reasonable control of Lonza […***…]% of […***…] First Approval of commercial Product, the Bankruptcy Court shall enter the Final Order; (g) but no later than thirty (30) calendar days […***…] months after Facility OQ; provided that such […***…]-month period shall be extended by the duration of any delay in First Approval of commercial Product caused by or within the reasonable control of Lonza […***…]% of […***…] […***…] months following the Petition DateFirst Approval of commercial Product, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) but no later than forty […***…] months after Facility OQ; provided that such […***…]-month period shall be extended by the duration of any delay in First Approval of commercial Product caused by or within the reasonable control of Lonza. Payment of this Milestone Payment will be delayed until the date on which Lonza has supplied in accordance with this Agreement and the applicable Purchase Orders (401) calendar days the total number of Batches ordered by Customer for Delivery during the first […***…] ([…***…]) months following the Petition Date, the deadline for submission completion of binding bids for some, allfinal Process Validation Batch, or substantially all of the Debtors’ assets shall have occurred pursuant (2) […***…] Batches (including Process Validation Batches), whichever is less, but only if and to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following extent the Petition Date, delay in production is caused by or within the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) reasonable control of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale Lonza. […***…]% of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurred.[…***…]

Milestones. Each Credit Party The Company shall ensure comply with, and implement the satisfaction of Restructuring Transactions in accordance, with the following milestones (collectively, the “Milestones” ”) unless extended or waived in writing by the Company, NCMI, and each a “Milestone”), unless waived or extended with the consent of the Required Lenders Consenting Creditors pursuant to the terms hereof (which written consent extension or waiver may be provided via email, including an email by and between the counsel to the LendersCompany, counsel to the Required Consenting Creditors, and counsel to NCMI): (a) no By 11:59 p.m. (prevailing Eastern Time) on April 11, 2023, the Petition Date shall have occurred; (b) No later than one (1) calendar day after the Petition Date, the Debtors Company shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business First Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”)Pleadings; (c) no No later than five (5) 5 calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim have entered an interim Cash Collateral Order; (d) no No later fifteen (15) than 15 calendar days following after the Petition Date, the Debtors Company shall have filed an Acceptable Plan of Reorganizationfile the Plan, an Acceptable the Disclosure Statement, the Disclosure Statement Motion, and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required LendersSolicitation Materials; (e) no No later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) 45 calendar days after the Petition Date, the Bankruptcy Court shall enter the Final have entered a final Cash Collateral Order; (gf) no No later than thirty (30) 60 calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following after the Petition Date, the Bankruptcy Court shall enter one or more orders have entered an order approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form Disclosure Statement and substance reasonably acceptable to the Required Lenders (the “Sale Order”)Solicitation Materials; (kg) To the extent the Company enters into the New Regal Affiliate Advertising Agreement (with the consent of the Required Consenting Creditors), no later than fifty (50) 105 calendar days following after the Petition Date, the Bankruptcy Court shall enter have entered the Disclosure Statement Regal Approval Order; (lh) no No later than ninety (90) 105 calendar days following after the Petition Date, the Bankruptcy Court shall enter have entered the Confirmation Order; andOrder (the “Confirmation Date”); (mi) no No later than ninety-five (95) 60 calendar days following after the Petition Confirmation Date (the “Outside Date”), the Plan Effective Date shall have occurred; provided, that, if this Milestone shall not have been satisfied solely because the Shareholder Vote (as defined in the Plan Term Sheet) has not yet been approved by a majority of the NCMI shareholders at a duly held meeting of the NCMI shareholders, this Milestone shall be automatically extended a further 30 calendar days For the avoidance of doubt, any Milestone that falls on a day that is not a Business Day, shall be extended to the following Business Day.

Milestones. Each Credit Party shall ensure the satisfaction Ensure that each of the following milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended set forth below is achieved in accordance with the consent of applicable timing referred to below (or such later dates as approved by the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) no later than one On or before 21 days after the Petition Date, Debtors to file a motion to approve certain near-term asset sales in accordance with the Budget in form and substance satisfactory to the Required Lenders (1the “Near Term Sale Motion”), identifying assets that are part of the sale process, including certain of the sales of Designated Assets and other sales of assets (in any such case, in accordance with the Budget). (b) calendar day On or before 28 days after the Petition Date, Bankruptcy Court approval of the Near Term Sale Motion pursuant to an order in form and substance reasonably satisfactory to the Required Lenders. (c) On or before 25 days after the Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on Lenders shall reach an interim and final basis of agreement with respect to a sale process (the DIP Facility and the Adequate Protection (as defined “Asset Sale Process”) for assets not identified in the Interim DIP Order);Near Term Sale Motion. (bd) no later than three (3i) calendar On or before 14 days after the Petition Date (orDate, delivery by the Debtors to the extent such calendar day is not Administrative Agent and the Tranche B Advisors of: (1) a Business Daycomprehensive business plan, including asset by asset treatment, proposed asset sales and the next Business Day thereafterplan for each business, platform and project of the Borrower and its Subsidiaries (including any proposed disposition or monetization of their respective interests in any Unrestricted Subsidiaries), the Debtors shall file together with a motion, in form corresponding updated 13-week forecast; and (2) an alternate budget and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all corresponding 13-week forecast that contemplates a controlled liquidation of the DebtorsBorrower’s and the Subsidiaries’ assets that shall include, among other things, notice and consent rights (including their respective interests in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”any Unrestricted Subsidiaries);. (ce) no later than five (5) calendar On or before 20 days after the Petition Date, the Bankruptcy Court Required Lenders shall enter have approved either (x) the Interim Order; comprehensive business plan delivered in accordance with preceding clause (dd)(i)(1) no later fifteen above or (15y) calendar days following the Petition Datealternate controlled liquidation budget delivered in accordance with preceding clause (d)(i)(2) above, and upon approval thereof, the Debtors related corresponding 13-week forecast delivered in accordance with preceding clause (d)(i) shall have filed an Acceptable Plan become, with the consent of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion “Budget” then in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”effect until a replacement or modified Budget goes into effect in accordance with Section 6.01(e);. (f) no later than thirty (30) calendar On or before 120 days after the Petition Date, the Bankruptcy Court shall enter the Final Order;Debtors to file an Acceptable Plan and related disclosure statement. (g) no later than thirty (30) calendar On or before 50 days following the Petition Dateafter filing of an Acceptable Plan and related disclosure statement, the deadline for submission entry of non-binding indications of interest for somean order, all, or substantially all of the Debtors’ assets shall have occurred pursuant in form and substance satisfactory to the Bidding Procedures Order;Required Lenders, approving the disclosure statement. (h) no later than forty (40) calendar On or before 50 days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all after approval of the Debtors’ assets shall have occurred pursuant disclosure statement with respect to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Datean Acceptable Plan, the Debtors shall conduct entry of an auction (an “Auction”) for someorder, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable satisfactory to the Required Lenders (approving the “Sale Order”); (k) no later than fifty (50) calendar days following Acceptable Plan. Notwithstanding anything to the Petition Datecontrary in this Section 6.19, the Bankruptcy Court Lenders and Agents acknowledge and agree that, unless the purchaser of such assets requests such protection, there shall enter be no requirement under the Disclosure Statement Order; Loan Documents for any sale or other Disposition by any subsidiary or Affiliate of the Borrower that is not a Debtor to be (lx) no later than ninety subject to the sale procedures set forth in the Near Term Sale Motion or (90y) calendar days following the Petition Date, consummated pursuant to a sale order entered by the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurredCourt.

Milestones. Each Credit Party As provided in and subject to Section 6, the Debtors shall ensure implement the satisfaction of Restructuring on the following milestones timeline (collectivelyeach deadline, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) no later than March 12, 2024 at 11:59 p.m. (prevailing Eastern Time), the Debtors shall commence the Chapter 11 Cases by filing petitions for relief under chapter 11 of the Bankruptcy Code with the Bankruptcy Court (such filing date, the “Petition Date”); (b) no later than one (1) calendar day after the Petition Date, the Debtors shall file with the Bankruptcy Court a motion, in form and substance reasonably acceptable to the Required Lenders, motion seeking approval on an interim and final basis entry of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”)Orders; (c) no later than five (5) seven calendar days after the Petition Date, the Debtors shall have obtained entry by the Bankruptcy Court shall enter of the Interim DIP Order; (d) no later fifteen (15) than 14 calendar days following after the Petition Date, the Debtors shall file with the Bankruptcy Court a motion seeking entry of an order setting a date as the deadline for submitting any claim (as defined in section 101(5) of the Bankruptcy Code, a “Claim”) against the Debtors (other than administrative and government Claims) (such order, the “Bar Date Order”); (e) no later than 35 calendar days after the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, obtained entry by the Bankruptcy Court shall enter an order approving of the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Final DIP Order”); (f) no later than thirty (30) 45 calendar days after the Petition Date, the Debtors shall file with the Bankruptcy Court shall enter a motion seeking rejection of the Final OrderRejected Customer Contracts; (g) no later than thirty (30) 90 calendar days following after the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets Debtors shall have occurred pursuant deliver to the Bidding Procedures OrderAd Hoc Group an initial draft of their revised long-term business plan; (h) no later than forty (40) 100 calendar days following after the Petition Date, the deadline for submission Debtors shall have entered into definitive documentation in respect of binding bids for someall renegotiated Customer Contracts; provided that the Milestone in this Section 4(h) may be extended if the Debtors, allin their sole discretion, or substantially all and in consultation with the Ad Hoc Group, determine that continuing good faith negotiations in respective of any Customer Contract is in the best interest of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures OrderDebtors and their Estates; (i) no later than forty-five (45) 115 calendar days following after the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant deliver to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition DateAd Hoc Group their revised long-term business plan; In computing any period of time prescribed or allowed under this Agreement, the provisions of Federal Rule of Bankruptcy Court Procedure 9006(a) shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurredapply.

Milestones. Each Credit Party 4.01. On and after the TSA Effective Date, the Company Parties shall ensure implement the satisfaction of Transactions in accordance with the following milestones (collectively, the “Milestones” and each a “Milestone”), unless as may be extended and/or waived or extended with the consent of in writing (email from counsel being sufficient) by the Required Lenders (which written consent may be provided via email, including by counsel to the Consenting Term Lenders):: (a) no later than one (1) calendar day after 1 Business Day following the TSA Effective Date, and in any event prior to the Petition Date, the Debtors shall file a motionCompany Parties shall, in form accordance with sections 1125 and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis 1126 of the DIP Facility Bankruptcy Code, commence solicitation of the votes necessary to approve the Plan and effectuate the Adequate Protection Transactions, including by distributing the Plan, Disclosure Statement, and Solicitation Materials to holders of Company Claims/Interests (as defined in the Interim DIP Order“Launch”); (b) no later than three (3) calendar days after 3 Business Days following the Launch, the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”)have occurred; (c) no later than five 1 day following the Petition Date, the Company Parties shall have filed the First Day Pleadings, the DIP/Cash Collateral Motions, the Plan, Disclosure Statement, and Disclosure Statement Motion seeking conditional entry of the Disclosure Statement Order; (5d) calendar no later than 3 Business Days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP/Cash Collateral Order; (e) as soon as reasonably practicable, but in no later than 34 days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim Final DIP/Cash Collateral Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) as soon as reasonably practicable, but in no event later than thirty (30) calendar 34 days after the Petition Date, the Bankruptcy Court shall enter have entered the Final Disclosure Statement Order (on a final basis) and the Confirmation Order (which may be combined with the Disclosure Statement Order;); and (g) as soon as reasonably practicable, but in no event later than thirty (30) calendar 14 days following after the Petition Date, the deadline for submission entry of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following , the Petition Date, Transactions shall have been consummated and the Plan Effective Date shall have occurred.

Milestones. Each Credit Party As provided in and subject to Section 6, the Debtors shall ensure implement the satisfaction of Restructuring on the following milestones timeline (collectivelyeach deadline, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) the Debtors shall commence the solicitation of votes to accept or reject the Pre-Packaged Plan on or before March 16, 2018 and, in connection with such solicitation, establish a date no later than one March 30, 2018 as the deadline to submit votes to accept or reject such Pre-Packaged Plan; (1b) calendar day after no later than April 8, 2018, the Debtors shall commence the Chapter 11 Cases by filing bankruptcy petitions with the Bankruptcy Court (such filing date, the “Petition Date”); (c) on the Petition Date, the Debtors shall file a motion, in form the Pre-Packaged Plan and substance reasonably acceptable Disclosure Statement (excluding any plan supplement or exhibits to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP OrderPre-Packaged Plan); (bd) no later than three (3i) calendar the earlier of (x) seven days after the Petition Date and (or, to y) the extent such calendar date that is one Business Day after other customary first day is not a Business Dayorders are entered by the Bankruptcy Court, the next Business Day thereafter), Bankruptcy Court shall have entered the Debtors shall file a motion, in form Interim Cash Collateral Order and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (cii) no later than five (5) calendar 45 days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim Final Cash Collateral Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar 45 days after the Petition Date, the Bankruptcy Court shall enter have entered the Confirmation Order that has become a Final Order;Order6; and (gf) no later than thirty (30) calendar 75 days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following after the Petition Date, the Debtors shall conduct an auction consummate the transactions contemplated by the Pre-Packaged Plan (an “Auction”) for some, all or substantially all (in one or multiple sales) the date of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Datesuch consummation, the Bankruptcy Court shall enter one or more orders approving “Effective Date”). The Debtors may extend a Milestone with the sale of some, all, or substantially all express prior written consent of the Debtors’ assets, in each case in form Required Consenting Noteholders and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurredConsenting RBL Lenders.

Milestones. Each Credit Party VNR shall ensure implement the satisfaction of Restructuring on the following milestones timeline (collectivelyin each case, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) no later than one (1) calendar day after VNR shall commence the Petition DateChapter 11 Case on or before February 3, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order)2017; (b) no later than three (3) calendar 20 days after the date of the commencement of the Chapter 11 Case (the “Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafterDate”), the Debtors shall file with the Bankruptcy Court (i) the Plan, (ii) the Disclosure Statement, and (iii) a motion, in form and substance acceptable to the Required Lenders, motion seeking approval of bid procedures in respect entry of an Acceptable Sale Transaction for all or substantially all of order approving the Debtors’ assets that shall include, among other things, notice Backstop Commitment Agreement and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”)Equity Commitment Agreement; (c) no later than five 50 days after the Petition Date, the Bankruptcy Court shall enter orders approving the Backstop Commitment Agreement and the Equity Commitment Agreement; (5d) calendar no later than 65 days after the Petition Date, the Bankruptcy Court shall enter the Interim DS Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar 125 days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (mf) no later than ninety-five (95) calendar 155 days following after the Petition Date, the Plan Effective Date Company shall have occurredreceived all necessary regulatory and other required approvals and consents to consummate the Restructuring in accordance with the Agreement, the Plan and Confirmation Order and the effective date of the Plan (the “Effective Date”) shall occur. Notwithstanding the above, a specific Milestone may be extended or waived with the express prior written consent of the Debtors and the Required Consenting Senior Note Holders; provided that (i) the Milestone set forth in section (c) may not be extended with respect to the Equity Commitment Agreement without the consent of the Required Consenting Second Lien Holders, unless (x) such Milestone is extended to same extent with respect to the Backstop Commitment Agreement and (y) no order approving the Backstop Commitment Agreement has been entered and (ii) the Milestone set forth in section (e) may not be extended beyond 185 days without the consent of the Required Consenting Second Lien Note Holders.

Milestones. Each Credit Party shall ensure the satisfaction of the following milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) By no later than ten (10) days following the date of the Sale Notice, Borrower shall commence a full process to sell one or more Cannabis Licenses, as determined in Borrower’s reasonable discretion (1subject to clause (v) calendar day after the Petition Datebelow), and related properties (including, without limitation, the Debtors shall file a motion, in form Collateral Properties) and substance reasonably acceptable to operations held by the Required Lenders, seeking approval on an interim and final basis Loan Parties (the “Sale Assets”). As part of such sale process: (i) By no later than twenty (20) days following the date of the DIP Facility Sale Notice, Borrower shall provide Agent and the Adequate Protection (as defined in the Interim DIP Order); (b) Lenders with proposals from no later less than three (3) calendar days after investment banks or brokers for running the Petition Date (orsale process, which investment banks or brokers shall be subject to the extent Lenders’ approval in its reasonable discretion, and such calendar day is not a Business Day, the next Business Day thereafter), the Debtors proposals shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction include detailed compensation information for all each investment bank or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”)broker; (cii) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) By no later than twenty-five (25) calendar days following the filing date of the Bidding Procedures MotionSale Notice, Borrower shall indicate to Agent and the Bankruptcy Court Lenders the investment bank or broker that it seeks to retain, provided that the retention of such investment bank or broker shall enter an order approving the Bidding Procedures Motion in form and substance acceptable be subject to the Required Lenders (the “Bidding Procedures Order”)Lenders’ approval in their reasonable discretion; (fiii) Borrower shall retain such investment bank or broker by no later than thirty (30) calendar days after following the Petition Date, date of the Bankruptcy Court shall enter Sale Notice and provide a signed copy of the Final Orderengagement letter between Borrower and the selected investment bank or broker to Agent; (giv) no later than thirty (30) calendar days following Borrower shall cause the Petition Date, selected investment bank or broker to commence the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) marketing process by no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all date of the Debtors’ assets Sale Notice, and shall have occurred pursuant cooperate with the investment bank or broker to facilitate such marketing process, including by providing (for access by potential bidders) all information reasonably requested by the Bidding Procedures Orderinvestment bank or broker; (iv) no later than forty-five Borrower shall include in the sale process the Sale Assets expected (45based on valuations by the investment bank or broker) calendar days following the Petition Dateto yield proceeds sufficient to repay all Obligations in full in cash (including any premiums, the Debtors shall conduct an auction (an “Auction”) for someexit fees, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving penalties and/or default interest). If the sale of someall Sale Assets held by the Loan Parties would not be expected to yield sufficient proceeds to repay all Obligations in full in cash (including any premiums, allexit fees, or substantially penalties and/or default interest), the sale process will be for all of Sale Assets held by the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”);Loan Parties. (kvi) no later than fifty (50) calendar days following the Petition DateBorrower shall request initial letters of interest, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) along with each such potential buyer’s qualifications, by no later than ninety (90) calendar days following the Petition Date, date of the Bankruptcy Court Sale Notice and signed letters of intent by no later than one hundred ten (110) days following the date of the Sale Notice; (vii) Borrower shall enter have signed purchase agreement(s) for the Confirmation Ordersales of the Sale Assets by no later than one hundred twenty five (125) days following the date of the Sale Notice; and (mviii) Borrower shall close such sales by no later than ninety-five one hundred eighty (95180) calendar days following the Petition Date, date of the Plan Effective Date shall have occurredSale Notice.

Milestones. Each Credit Party 4.1. The Debtor shall ensure implement the satisfaction of Restructuring Transactions in accordance with the following milestones (collectivelywhich, to the extent such date (including any extension thereof) does not consist of a date certain, shall be calculated under Rule 9006 of the Bankruptcy Rules) unless extended or waived in writing by (a) the Debtor, (b) the Required Ad Hoc Senior Noteholder Parties, and (c) the Official Committee, subject in each case to the Bankruptcy Court’s availability (the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) no No later than one (1) calendar day after the Petition DateJanuary 26, 2024, the Debtors Debtor shall file have filed (i) the Disclosure Statement and the Plan, (ii) a motion, in form and substance reasonably acceptable to the Required Lenders, motion seeking approval on an interim and final basis entry of the DIP Facility Disclosure Statement Order, and (iii) the Adequate Protection (as defined in the Interim DIP Order)Professional Fee Reimbursement Motion; (b) no No later than three (3) calendar 14 days after the Petition Date Agreement Effective Date, holders of more than two-thirds (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all 2/3) of the Debtors’ assets that shall include, among other things, notice and consent rights in favor aggregate outstanding principal amount of the Lenders for Asset Sales and going concern sales Senior Notes shall have become party to this Agreement (the “Bidding Procedures MotionNoteholder Condition”); (c) no No later than five March 1, 2024, the Bankruptcy Court shall have entered the Professional Fee Reimbursement Order; (5d) calendar No later than 55 days after the Petition Agreement Effective Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter entered the Disclosure Statement Order; (le) no No later than ninety (90) calendar 91 days following after the Petition Agreement Effective Date, the Bankruptcy Court shall enter have entered the Confirmation Order; and (mf) no No later than ninety-five (95) calendar 105 days following after the Petition Agreement Effective Date, or such later date as may be reasonably agreed among the Debtor, the Required Ad Hoc Senior Noteholder Parties and the Official Committee, the Plan Effective Date shall have occurred.

Milestones. Each Credit Party As provided in and subject to Section 6, the Debtors shall ensure implement the satisfaction of Restructuring Transactions on the following milestones timeline (collectivelyeach deadline, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) no later than one April 14, 2016 at 10:00 a.m. (1) calendar day after the Petition DateEastern Time), the Debtors shall file a motioncommence the Chapter 11 Cases by filing bankruptcy petitions with the Bankruptcy Court (such filing date, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order“Petition Date”); (b) no later than three April 14, 2016, EXXI will file a winding up petition with the Bermuda Court commencing the Bermuda Proceeding; (3c) calendar days after on the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter)Date, the Debtors shall file with the Bankruptcy Court (i) a motion, in form and substance acceptable to the Required Lenders, motion seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all entry of the Debtors’ assets that shall include, among other things, notice Interim Cash Collateral Order and consent rights in favor of the Lenders for Asset Sales Final Cash Collateral Order; and going concern sales (ii) a motion seeking to assume this Agreement (the “Bidding Procedures RSA Assumption Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Datethan April 18, 2016, the Debtors Bankruptcy Court shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve entered the Acceptable Disclosure Statement in form and substance acceptable to the Required LendersInterim Cash Collateral Order; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures MotionMay 16, 2016, the Debtors shall file with the Bankruptcy Court shall enter an order approving Court: (i) the Bidding Procedures Motion in form Plan; (ii) the Disclosure Statement; and substance acceptable to the Required Lenders (iii) a motion (the “Bidding Procedures OrderDisclosure Statement and Solicitation Motion”) seeking, among other things, (A) approval of the Disclosure Statement, (B) approval of procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan, and (C) to schedule the hearing to consider confirmation of the Plan (the “Confirmation Hearing”); (f) no later than thirty (30) calendar days after the Petition DateMay 25, 2016, the Bankruptcy Court shall enter have entered the Final Cash Collateral Order; (g) no later than thirty (30) calendar days following the Petition DateJuly 1, 2016, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets Bankruptcy Court shall have occurred pursuant to entered an order authorizing the Bidding Procedures assumption of this Agreement (the “RSA Assumption Order”); (h) no later than forty July 1, 2016, (40i) calendar the Bankruptcy Court shall have entered an order approving the Disclosure Statement and the relief requested in the Disclosure Statement and Solicitation Motion; and (ii) no later than five (5) business days following after entry of the Petition Dateorder approving the Disclosure Statement and Solicitation Motion, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets Debtors shall have occurred pursuant commenced solicitation on the Plan by mailing the Solicitation Materials to parties eligible to vote on the Bidding Procedures OrderPlan; (i) no later than forty-five (45) calendar days following the Petition DateAugust 8, 2016, the Debtors Bankruptcy Court shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to have commenced the Bidding Procedures OrderConfirmation Hearing; (j) no later than fifty (50) calendar days following the Petition DateAugust 19, 2016, the Bankruptcy Court shall enter one or more orders approving have entered the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Confirmation Order”);; and (k) no later than fifty (50) calendar days following the Petition DateSeptember 2, 2016, the Bankruptcy Court Debtors shall enter consummate the Disclosure Statement Order; transactions contemplated by the Plan (l) no later than ninety (90) calendar days following the Petition Datedate of such consummation, the Bankruptcy Court “Effective Date”), it being understood that the satisfaction of the conditions precedent to the Effective Date (as set forth in the Plan and the Term Sheet) shall enter be conditions precedent to the Confirmation Order; and occurrence of the Effective Date. It is understood and the Parties agree that any parallel proceeding for EXXI and any of its Bermudian affiliates in Bermuda shall not be subject to the Milestones set forth in this Section 4 (mother than the Milestone set forth in Sub-Clause (b) no later than ninety-five (95of Section 4) calendar days following and the Petition DateParties shall use reasonable best efforts to consummate any restructuring in Bermuda as promptly as possible in accordance with the Term Sheet. For the avoidance of doubt, the Plan Effective Date shall have occurredDebtors may not rely on any delay in consummating any restructuring in Bermuda for EXXI and any of its Bermudian affiliates to excuse their performance of any Milestone or to invoke a Debtor Termination Event. Subject to the individual termination rights set forth in Sub-Clause (a) and (b) of Section 9, the Debtors may extend a Milestone with the express prior written consent of the Majority Restructuring Support Parties.

Milestones. Each Credit Party As provided in and subject to Section 6, the Debtors shall ensure implement the satisfaction of Restructuring on the following milestones timeline (collectivelyeach deadline, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders):Milestone”):2 (a) no later than May 22, 2020 at 11:59 p.m. (prevailing Central Time), the Debtors shall commence the Chapter 11 Cases by filing petitions for relief under chapter 11 of the Bankruptcy Code with the Bankruptcy Court (such filing date, the “Petition Date”); (b) no later than one (1) calendar day after the Petition Date, the Debtors shall file with the Bankruptcy Court a motion, in form and substance reasonably acceptable to the Required Lenders, motion seeking approval on an interim and final basis entry of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”)Orders; (c) no later than five (5) calendar three days after the Petition Date, the Debtors shall have obtained entry by the Bankruptcy Court shall enter of the Interim DIP Order; (d) no later fifteen than 15 days after the Petition Date, the Debtors shall file with the Bankruptcy Court: (15i) calendar the Plan; (ii) the Disclosure Statement; and (iii) a motion (the “Disclosure Statement and Solicitation Motion”) seeking, among other things, (A) conditional approval of the Disclosure Statement, (B) approval of procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan, (C) approval of the Solicitation Materials, and (D) to schedule the hearing to consider final approval of the Disclosure Statement and confirmation of the Plan; (e) no later than 15 days following after the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and with the Bankruptcy Court a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the establish a bar date for filing proofs of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”)claim; (f) no later than thirty (30) calendar 35 days after the Petition Date, the Debtors shall have obtained entry by the Bankruptcy Court shall enter of the Final DIP Order; (g) no later than thirty (30) calendar 45 days following after the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets Debtors shall have occurred pursuant commenced a solicitation of votes to accept or reject the Bidding Procedures OrderPlan in accordance with the order approving the Disclosure Statement and Solicitation Motion; (h) no later than forty (40) calendar 85 days following after the Petition Date, the deadline for submission of binding bids for some, all, or substantially all Debtors shall have obtained entry by the Bankruptcy Court of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Confirmation Order;; and (i) no later than forty-five (45) calendar 110 days following after the Petition Date (the “Outside Date”), the Debtors shall conduct an auction have consummated the transactions contemplated by the Plan (an the date of such consummation, the “AuctionEffective Date”), it being understood that the satisfaction or waiver of the conditions precedent to the Effective Date (as set forth in the Plan and the Term Sheet) for some, all or substantially all (are conditions precedent to the occurrence of the Effective Date. Except as set forth in one or multiple salesSection 21(c) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Datethis Agreement, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all each of the Debtors’ assets, in each case in form and substance reasonably acceptable to Milestones may be extended or waived with the Required Lenders (express prior written consent of the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurredMajority Restructuring Support Parties.

Milestones. Each Credit Party VNR shall ensure implement the satisfaction of Restructuring on the following milestones timeline (collectivelyin each case, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) no later than one (1) calendar day after VNR shall commence the Petition DateChapter 11 Case on or before February 3, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order)2017; (b) no later than three (3) calendar 20 days after the date of the commencement of the Chapter 11 Case (the “Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafterDate”), the Debtors shall file with the Bankruptcy Court (i) the Plan, (ii) the Disclosure Statement, and (iii) a motion, in form and substance acceptable to the Required Lenders, motion seeking approval of bid procedures in respect entry of an Acceptable Sale Transaction for all or substantially all of order approving the Debtors’ assets that shall include, among other things, notice Backstop Commitment Agreement and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”);Equity Commitment Agreement; LEGAL_US_W # 88666596.2 (c) no later than five 50 days after the Petition Date, the Bankruptcy Court shall enter orders approving the Backstop Commitment Agreement and the Equity Commitment Agreement; (5d) calendar no later than 65 days after the Petition Date, the Bankruptcy Court shall enter the Interim DS Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar 125 days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (mf) no later than ninety-five (95) calendar 155 days following after the Petition Date, the Plan Effective Date Company shall have occurredreceived all necessary regulatory and other required approvals and consents to consummate the Restructuring in accordance with the Agreement, the Plan and Confirmation Order and the effective date of the Plan (the “Effective Date”) shall occur. Notwithstanding the above, a specific Milestone may be extended or waived with the express prior written consent of the Debtors and the Required Consenting Senior Note Holders; provided that (i) the Milestone set forth in section (c) may not be extended with respect to the Equity Commitment Agreement without the consent of the Required Consenting Second Lien Holders, unless (x) such Milestone is extended to same extent with respect to the Backstop Commitment Agreement and (y) no order approving the Backstop Commitment Agreement has been entered and (ii) the Milestone set forth in section (e) may not be extended beyond 185 days without the consent of the Required Consenting Second Lien Note Holders.

Milestones. Each Credit Party (a) The Company and each of the Subsidiary Guarantors shall, and shall ensure the satisfaction cause each of their Subsidiaries to, comply with the following milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with ): (1) the consent of the Required Lenders (which written consent may be provided via email, including by counsel Company shall deliver to the Lenders): Trustee a bona fide bid or term sheet related to a potential Asset Sale (aexcluding any DBM Global assets or Equity Interests) no later than one September 1, 2025; (2) the Company shall deliver to the Trustee fully executed purchase or equity commitment documentation, as applicable, related to the Asset Sale contemplated by the bona fide bid or term sheet delivered pursuant to clause (a) above, which shall provide for at least $150.0 million of Net Cash Proceeds, no later than November 1, 2025; and (3) the Company shall consummate the transaction contemplated by the purchase agreement or equity commitment documentation delivered pursuant to clause (b) above and apply the Net Cash Proceeds from such transaction to redemption or purchase of the Notes no later than February 1, 2026; in each case, as any such date may be extended or waived with the written consent of Holders of at least 50% of the aggregate principal amount of the Notes. Such consent shall not need to be in the form of a supplemental indenture and may instead be effected by the submission by the Company to the Trustee of a form attached to an Officer’s Certificate. (b) In the event the Company fails to achieve any of the Milestones (such occurrence, a “Milestones Breach”), the Company and its Subsidiaries shall be required to commence a sales process for all or substantially all of DBM Global’s assets or Equity Interests in accordance with the following dates and deadlines (the “DBM Sale Milestones”): (1) calendar day after within two months of the Petition Datedate of a Milestones Breach, the Debtors Company shall file prepare and deliver a motion, confidential information memorandum related to the sale of DBM Global in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis Holders of at least 50% of the DIP Facility and aggregate principal amount of the Adequate Protection Notes; (as defined in 2) within four months of the Interim DIP Order); (b) no later than date of a Milestones Breach, the Company shall deliver to the Trustee at least three bona fide indications of interest related to the sale of DBM Global; (3) calendar days after within five months of the Petition Date (ordate of a Milestones Breach, the Company shall deliver to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable Trustee at least one bona fide binding bid or term sheet related to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all DBM Global; and (4) within six months of the Debtors’ assetsdate of a Milestones Breach, the Company shall deliver to the Trustee a fully executed purchase agreement consummating the sale of DBM Global; in each case case, as any such date may be extended or waived with the written consent of Holders of at least 50% of the aggregate principal amount of the Notes. Such consent shall not need to be in the form of a supplemental indenture and substance reasonably acceptable may instead be effected by the submission by the Company to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurredTrustee of a form attached to an Officer’s Certificate. Article 5 SUCCESSORS Section 5.01.

Milestones. Each Credit Party The following Milestones shall ensure apply to this Agreement unless extended or waived in writing by the satisfaction of the following milestones (collectivelyCompany Parties, the “Milestones” Consenting Investor, and each a “Milestone”)the Required Consenting Noteholders: (a) no later than October 20, unless waived or extended with 2023, the Company Parties shall commence the Solicitation, and shall not, without the prior written consent of the Consenting Investor and the Required Lenders (which written consent may be provided via emailConsenting Noteholders, including by counsel to withdraw or modify the Lenders):Solicitation; (ab) no later than one (1) Business Day following the commencement of the Solicitation, the Petition Date shall have occurred; (c) no later than one (1) calendar day after the Petition Date, the Debtors shall file a motionhave filed with the Bankruptcy Court (i) the Plan; (ii) the Disclosure Statement; (iii) the Solicitation Procedures Motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of (iv) the DIP Facility Motion, and (v) the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen than two (152) Business Days following the Petition Date, subject to Bankruptcy Court availability, the Bankruptcy Court shall have entered (i) the Interim DIP Order and (ii) the order approving the Solicitation Procedures Motion; (e) no later than fourteen (14) calendar days following the Petition Date, the Debtors Bankruptcy Court shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of entered the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty twenty-one (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (3021) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of Company Parties shall commence the Debtors’ assets shall have occurred pursuant to the Bidding Procedures OrderReverse Dutch Election Opportunity; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (ig) no later than forty-five (45) calendar days following the Petition Date, the Debtors Bankruptcy Court shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to have entered the Bidding Procedures Final DIP Order and the Confirmation Order;; and (jh) no later than fifty sixty (5060) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale OrderOutside Date”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Prepackaged Plan Effective Date shall have occurred; provided, however, that the Outside Date will be automatically extended (without need for further action by the Company Parties or the Consenting Stakeholders) by up to an additional sixty (60) calendar days if regulatory approvals necessary to consummate the Prepackaged Plan have not yet been obtained by the Debtors solely to the extent that all other conditions to the occurrence of the Prepackaged Plan Effective Date have been satisfied or waived except those conditions that by their nature are to be satisfied on the Prepackaged Plan Effective Date; provided, further, that the Outside Date may be further extended by the consent of the Consenting Investor, the Required Consenting Noteholders, and the Threshold Consenting RCF Lenders, not to be unreasonably withheld, if such regulatory approvals are not obtained during the initial extension period.

Milestones. Each Credit Party The Company shall ensure the satisfaction comply with each of the following milestones milestones, as applicable, unless otherwise expressly and mutually agreed in writing among the Company and the Required Consenting Lenders (collectivelyin each case, with email from counsel being sufficient) (subparts (a)–(f) below, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) commence solicitation of the Plan in accordance with section 1126(b) of the Bankruptcy ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇) commence the Chapter 11 Cases by no later than one March 17, 2020 (1) calendar day after the date of such commencement, the “Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five one (51) calendar days after day of the Petition Date, file (i) the Bankruptcy Court shall enter Disclosure Statement, (ii) the Interim Order; (d) no later fifteen (15) calendar days following the Petition DatePlan, the Debtors votes for which shall have filed already been solicited, and (iii) a motion seeking entry of an Acceptable order scheduling a combined hearing with respect to Plan of Reorganization, an Acceptable confirmation and Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders approval (the “Bidding Procedures Prepack Scheduling Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (Consenting New Incremental Lenders, the “Sale Order”)Required Consenting First Lien Lenders, and the Company; (kd) no later than fifty five (505) calendar days following after the Petition Date, the Bankruptcy Court shall enter have entered (i) the Disclosure Statement DIP Order on an interim basis and (ii) the Prepack Scheduling Order, in each case subject to court availability and in form and substance reasonably acceptable to the to the Required DIP Lenders, the Required Consenting New Incremental Lenders, the Required Consenting First Lien Lenders, and the Company; (le) no later than ninety thirty-five (9035) calendar days following after the Petition Date, the Bankruptcy Court shall enter have entered a DIP Order on a final basis, subject to court availability, in form and substance reasonably acceptable to the Confirmation Order; andRequired DIP Lenders, the Required Consenting New Incremental Lenders, the Required Consenting First Lien Lenders, and the Company; (mf) no later than ninetysixty (60) days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order and an order approving the Disclosure Statement, in each case subject to court availability and in form and substance reasonably acceptable to the Required DIP Lenders, the Required Consenting New Incremental Lenders, the Required Consenting First Lien Lenders, and the Company; (g) no later than seventy-five (9575) calendar days following after the Petition Date, the Plan Effective Date shall have occurred.

Milestones. Each Credit Party shall ensure the satisfaction of the (a) The following milestones (collectively, the “Milestones” and each a “Milestone”)) shall apply to this Agreement, unless waived extended or extended with the consent of the Required Lenders (which written consent may be provided via email, including agreed to in writing by counsel to the Lenders):Debtors and the Required Consenting GenOn Noteholders; provided, that any extension of the Milestone relating to the Backstop Approval Order shall require the agreement in writing of counsel to the Backstop Parties; provided, further, that any extension of the Milestones set forth in Sections 4(a)(i), (iii), (vi), and (viii) shall require the agreement in writing by counsel to the Required Consenting GAG Noteholders: (ai) the Petition Date shall have occurred no later than June 15, 2017; (ii) no later than one (1) calendar day 15 days after the Petition Date, the Debtors shall file a motionthe Plan, in form and substance reasonably acceptable to the Required LendersDisclosure Statement, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in motion to approve the Interim DIP Order)Disclosure Statement; (biii) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar 15 days after the Petition Date, the Bankruptcy Court Debtors shall enter file the Interim Ordermotion to authorize the Debtors to solicit participation in the New Secured Notes Offering and to approve the Notes Offering Procedures; (div) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan commence, subject to the availability of Reorganizationthe Bankruptcy Court, an Acceptable a hearing on approval of the Disclosure Statement Order and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) Notes Offering Approval Order no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar 60 days after the Petition Date, and the Bankruptcy Court shall enter have entered the Final OrderDisclosure Statement Order and the Notes Offering Approval Order no later than 90 days after the Petition Date; (gv) no later than thirty (30) calendar 15 days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all after entry of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Disclosure Statement Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) have commenced the solicitation of their assets pursuant to votes on the Bidding Procedures OrderPlan; (jvi) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving have entered the sale of some, all, or substantially all of Backstop Approval Order no later than 150 days after the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”)Petition Date; (kvii) the Debtors shall commence, subject to the availability of the Bankruptcy Court, a hearing on confirmation of the Plan and entry of the Confirmation Order, which shall also be an order approving the Settlement and the Settlement Agreement, to be held on a date that is no later than fifty (50) calendar 60 days following after entry of the Petition DateDisclosure Statement Order, and the Bankruptcy Court shall enter have entered the Disclosure Statement Order; (l) Confirmation Order no later than ninety (90) calendar 150 days following after the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (mviii) the effective date of the Plan (the “Plan Effective Date”) shall have occurred no later than ninety-five the earlier of (95a) calendar 15 days following after entry of the Confirmation Order, and (b) 180 days after the Petition Date; provided, that, if regulatory approvals associated with the Restructuring Transactions remain pending as of such date, the Plan Effective Date shall have occurredoccurred no later than the earlier of (y) 45 days after entry of the Confirmation Order, and (z) 210 days after the Petition Date (the “Outside Date”).

Milestones. Each Credit Party shall ensure the satisfaction of the The following milestones (collectively, the “Milestones” and each a “Milestone”), ) shall apply to this Agreement unless extended and/or waived or extended with the consent of in writing by the Required DIP Lenders (which written consent may be provided via email, including by counsel to and the Lenders):Company Parties: (a) no later than one (1) calendar day after 1 Business Day following the TSA Effective Date, and in any event prior to the Petition Date, the Debtors shall file a motionCompany Parties shall, in form accordance with sections 1125 and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis 1126 of the DIP Facility Bankruptcy Code, commence solicitation of the votes necessary to approve the Plan and effectuate the Adequate Protection Transactions, including by distributing the Plan, Disclosure Statement, and Solicitation Materials to holders of Company Claims/Interests (as defined in the Interim DIP Order“Launch”); (b) no later than three (3) calendar days after 1 day following the Launch, the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”)have occurred; (c) within 3 days following the Petition Date, the Company Parties shall have filed the First Day Pleadings, the DIP/Cash Collateral Motion, the Plan, Disclosure Statement, and Disclosure Statement Motion seeking conditional entry of the Disclosure Statement Order; (d) no later than five 5 Business Days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP/Cash Collateral Order; (5e) calendar no later than 35 days after entry of the Interim DIP/Cash Collateral Order, the Bankruptcy Court shall have entered the Final DIP/Cash Collateral Order; and (f) no later than 50 days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement Order (on a final basis) and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; Confirmation Order (e) no later than twenty-five (25) calendar days following the filing which may be one order of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”Court); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar 10 days following after the Petition Date, the deadline for submission entry of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following , the Petition Date, Transactions shall have been consummated and the Plan Effective Date shall have occurred.

Milestones. Each Credit Party 4.01 During the Agreement Effective Period, the Company Parties shall ensure implement the satisfaction of Restructuring Transactions in accordance with the following milestones (collectively, the “Milestones” and each a “Milestone”), as applicable, unless extended or waived or extended with in writing (which may be by electronic mail between applicable counsel) by the consent of Company Parties and the Required Lenders (which written consent may be Consenting Stakeholders. For the avoidance of doubt, nothing in these Milestones shall prevent the Debtors from exercising their respective fiduciary duties under applicable Law; provided via email, including that the exercise by counsel the Debtors of a fiduciary out shall not impede the Consenting Stakeholders’ rights to the Lenders):terminate this Agreement pursuant to Section 12: (a) no later than one 11:59 p.m. (1prevailing Central time) calendar day after the Petition Dateon November 13, 2020, the Debtors Company Parties shall file a motion, in form and substance reasonably acceptable to have commenced the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined Chapter 11 Cases in the Interim DIP Order)Bankruptcy Court and shall have filed the First Day Pleadings; (b) no later than three (3) calendar days Business Days after the Petition Date (or, to the extent such calendar day is not a Business DayDate, the next Business Day thereafter), Bankruptcy Court shall have entered the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of DIP Order on an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”)interim basis; (c) no later than thirty (30) days after the Petition Date, the Company Parties shall have filed with the Bankruptcy Court the Plan and the Disclosure Statement; (d) on the date that the Company Parties file the Plan and the Disclosure Statement with the Bankruptcy Court, the Company Parties shall have filed with the Bankruptcy Court the Backstop Approval Motion; (e) no later than thirty-five (535) calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and DIP Order on a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”)final basis; (f) no later than thirty one hundred (30100) calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Final Disclosure Statement Order; (g) no later than thirty one hundred and forty (30140) calendar days following after the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets Company Parties shall have occurred pursuant to filed with the Bidding Procedures OrderBankruptcy Court the Plan Supplement; (h) no later than forty one hundred and sixty-five (40165) calendar days following after the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets Bankruptcy Court shall have occurred pursuant to entered the Bidding Procedures Confirmation Order; (i) no later than forty-five one hundred and eighty (45180) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following after the Petition Date, the Plan Effective Date shall have occurred; and (j) no later than one hundred and eighty (180) after the Petition Date, the Bankruptcy Court shall have entered one or more final orders permanently reducing the future demand reservation fees owed by the Company Parties over the life of all firm transportation agreements of the Company Parties, taken as whole, by at least 50% of the amount of all such fees owed on October 31, 2020, as calculated on a PV-10 basis and reducing the future firm transportation average daily demand reservation volumes over the life of all of the firm transportation agreements of the Company Parties as of October 31, 2020, taken as a whole, by at least 35%.

Milestones. Each Credit Party The Borrower shall ensure the satisfaction of comply with the following milestones Milestones (as waived or extended in accordance with the Restructuring Support Agreement) (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) no later than one (1) calendar day after the Petition Date, the Debtors The Interim Order shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) have been entered by no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date. (b) The Escrow Payment shall occur no later than the date when the Interim DIP Order is entered by the Bankruptcy Court; provided that, this milestone can only be extended or waived by the Required PW Ad Hoc Group Lenders without the need to obtain the consent of the other Lenders); provided, further, that the failure to satisfy this milestone shall not give rise to a Default or Event of Default, unless the Bankruptcy Court shall enter does not authorize the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable Escrow Payment pursuant to the Required Lenders; Final DIP Order (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, unless previously authorized by the Bankruptcy Court shall enter an order approving under the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, Interim DIP Order or otherwise authorized by the Bankruptcy Court shall enter prior to or contemporaneously with entry of the Final DIP Order;). (gc) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets The Final Order shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) been entered by no later than forty-five (45) calendar days following after the Petition Date. (d) The Rights Offering (as defined in the Restructuring Support Agreement) shall have been commenced by no later than ten (10) days after the Petition Date. (e) The 2023 PBGC Settlement shall have been approved by the Bankruptcy Court no later than confirmation of the Plan. (f) The order provisionally approving the adequacy of the Disclosure Statement, in form and substance acceptable to the Debtors and the Required Lenders, shall conduct an auction have been entered no later than three (an 3) days after the Petition Date. (g) The Plan and related disclosure statement (the “AuctionDisclosure Statement”) for someshall have been filed no later than one (1) day after the Petition Date. (h) The order approving the adequacy of the Disclosure Statement, all or substantially all (in one or multiple sales) of their assets pursuant form and substance acceptable to the Bidding Procedures Order;Debtors and the Required Lenders, shall have been entered no later than sixty (60) days after the Petition Date. (i) The order confirming the Plan, in form and substance acceptable to the Debtors and the Required Lenders, shall have been entered by no later than sixty (60) days after the Petition Date. (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all The substantial consummation of the Debtors’ assets, Plan (as defined in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (kRestructuring Support Agreement) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) have occurred no later than ninety (90) calendar days following after the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurred.

Milestones. Each Credit Party shall ensure the satisfaction of the following milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) no later than one (1) calendar day after the Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) By no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Datedate of the Sale Notice, Borrower shall commence a full process to sell one or more Cannabis Licenses, as determined in Borrower’s reasonable discretion (subject to clause (v) below), and related properties (including, without limitation, the deadline for submission Collateral Properties) and operations held by the Loan Parties (the “Sale Assets”). As part of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order;such sale process: (i) By no later than fortysixty (60) days following the date of the Sale Notice, Borrower shall provide Agent with proposals from no less than three (3) investment banks or brokers for running the sale process, which investment banks or brokers shall be subject to Agent’s approval in its reasonable discretion, and such proposals shall include detailed compensation information for each investment bank or broker; (ii) By no later than sixty-five (4565) calendar days following the Petition Datedate of the Sale Notice, Borrower shall indicate to Agent the Debtors investment bank or broker that it seeks to retain, provided that the retention of such investment bank or broker shall conduct an auction (an “Auction”) for some, all or substantially all (be subject to Agent’s approval in one or multiple sales) of their assets pursuant to the Bidding Procedures Orderits reasonable discretion; (jiii) Borrower shall retain such investment bank or broker by no later than fifty seventy (5070) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all date of the Debtors’ assets, in each case in form Sale Notice and substance reasonably acceptable provide a signed copy of the engagement letter between B▇▇▇▇▇▇▇ and the selected investment bank or broker to Agent by no later than eight-five (85) days following the Required Lenders (date of the “Sale Order”)Notice; (kiv) no later than fifty (50) calendar days following Borrower shall cause the Petition Date, selected investment bank or broker to commence the Bankruptcy Court shall enter the Disclosure Statement Order; (l) marketing process by no later than ninety (90) calendar days following the Petition Datedate of the Sale Notice, and shall cooperate with the investment bank or broker to facilitate such marketing process, including by providing (for access by potential bidders) all information reasonably requested by the investment bank or broker; (v) Borrower shall include in the sale process the Sale Assets expected (based on valuations by the investment bank or broker) to yield proceeds sufficient to repay all Obligations in full in cash (including any premiums, exit fees, penalties and/or default interest). If the sale of all Sale Assets held by the Loan Parties would not be expected to yield sufficient proceeds to repay all Obligations in full in cash (including any premiums, exit fees, penalties and/or default interest), the Bankruptcy Court sale process will be for all Sale Assets held by the Loan Parties. (vi) Borrower shall enter request initial letters of interest, along with each such potential buyer’s qualifications, by no later than one hundred thirty (130) days following the Confirmation Orderdate of the Sale Notice and signed letters of intent by no later than one hundred fifty (150) days following the date of the Sale Notice; (vii) Borrower shall have signed purchase agreement(s) for the sales of the Sale Assets by no later than one hundred sixty five (165) days following the date of the Sale Notice; and (mviii) Borrower shall close such sales by no later than ninety-two hundred twenty five (95225) calendar days following the Petition Date, date of the Plan Effective Date shall have occurredSale Notice.

Milestones. Each Credit Party As provided in Section 6, the MACH Gen Entities shall ensure implement the satisfaction of Restructuring on the following milestones timeline (collectivelyeach deadline, the “Milestones” and each a “Milestone”)): 2 The Parties understand and agree that the DIP Credit Agreement shall contain the same economic terms and be consistent with, unless waived or extended with and no more restrictive than, the consent Prepetition First Lien Credit Agreement and the Financing Orders, and include such other terms and conditions as are customary for a debtor-in-possession facility of the Required Lenders (which written consent may be provided via emailkind described in this Agreement, including by counsel to the Lenders):negotiated in accordance with Section 3. (a) no later than one seven (17) calendar day after business days following the Petition RSA Effective Date, the Debtors MACH Gen Entities shall file a motioncommence solicitation on the Plan by mailing the Solicitation Materials to parties eligible to vote on the Plan (such mailing date, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order“Solicitation Commencement Date”); (b) the deadline by which parties eligible to vote on the Plan must vote to accept or reject the Plan (the “Voting Deadline”) shall be no later than three twenty (320) business days after the Solicitation Commencement Date; (c) if at least (i) 66-2/3% in amount and a majority in number of holders of the Second Lien Claims that vote on the Plan (determined without including any vote by an “insider” as that term is defined in section 101(31) of the Bankruptcy Code) vote to accept the Plan by the Voting Deadline and (ii) 75% in amount and 50% in number of holders of Equity Interests vote to accept the Plan by the Voting Deadline, the MACH Gen Entities shall commence the Chapter 11 Cases by filing bankruptcy petitions with the Bankruptcy Court on a date no later than fifteen (15) calendar days after the Petition Date Voting Deadline (or, to the extent such calendar day is not a Business Dayfiling date, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures MotionPetition Date”); (cd) the Petition Date shall have occurred no later than seventy-five (75) calendar days after the RSA Effective Date; (e) on the Petition Date, the MACH Gen Entities shall file with the Bankruptcy Court: (i) the Plan; (ii) the Disclosure Statement; (iii) a motion seeking entry of the Interim Financing Order and the Final Financing Order; and (iv) motions seeking (A) approval of the Disclosure Statement, (B) confirmation of the Plan, and (C) the scheduling of a hearing to consider confirmation of the Plan (the “Confirmation Hearing”); (f) no later than five four (54) calendar business days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim OrderFinancing Order in the form attached hereto as Exhibit D or in a form that is otherwise consented to by the Required First Lien Holders; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (fg) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Final Order; (g) no later than thirty (30) calendar days following Financing Order in the Petition Date, form attached hereto as Exhibit E or in a form that is otherwise consented to by the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures OrderRequired First Lien Holders; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following after the Petition Date, the Bankruptcy Court shall enter have entered the order approving the Disclosure Statement and confirming the Plan in form and substance reasonably acceptable to the Company, the Required First Lien Holders, and the Majority Second Lien Holders (the “Confirmation Order”); and (mi) no on the later than ninety-five to occur of (95i) fifteen (15) calendar days from the date the Bankruptcy Court enters the Confirmation Order and (ii) the first business day immediately following the Petition Datedate on which the MACH Gen Entities receive all necessary regulatory and other approvals to consummate the Restructuring (including, among other things, approval from the Federal Energy Regulatory Commission and the New York State Public Service Commission), the MACH Gen Entities shall consummate the transactions contemplated by the Plan (the date of such consummation, the “Consummation Date”), it being understood that the MACH Gen Entities’ entry (as reorganized entities under the Plan) into the New First Lien Credit Agreement and the satisfaction of the conditions precedent to the Effective Date (as defined in the New First Lien Credit Agreement) shall have occurredbe conditions precedent to the occurrence of the Consummation Date. Notwithstanding anything to the contrary in this Agreement (including Section 30 hereof), a specific Milestone may not be extended or waived except with the express prior written consent of the Majority Second Lien Holders; provided, however, that (x) the Milestones described in Sub-clauses (d), (f) and (g) of this Section 4 may not be extended or waived except with the express written prior consent of the Required First Lien Holders and the Majority Second Lien Holders, and (y) the Milestone described in Sub-clause (h) of this Section 4 may not be extended or waived by more than thirty (30) calendar days without the express prior written consent of the Required First Lien Holders.

Milestones. Each Credit Party The Company shall ensure implement the satisfaction of Restructuring on the following milestones timeline (collectivelyin each case, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) no later than one (1) calendar day after the Petition Dateon or before August 6, the Debtors 2014, EBS shall file commence a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis solicitation of the DIP Facility Lenders seeking the approval and acceptance of the Adequate Protection (as defined in the Interim DIP Order)Plan; (b) no later than three (3) calendar days after on or before August 6, 2014, EBS shall receive the Petition Date (or, to approval and acceptance of the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to Plan by Lenders collectively constituting the Required Lenders, seeking approval Lenders as of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales such date (the “Bidding Procedures MotionLender Class Acceptance”); (c) upon the occurrence of the Lender Class Acceptance, EBS shall commence the Chapter 11 Case on or before August 6, 2014; (d) no later than five the date of the commencement of the Chapter 11 Case (5the “Petition Date”), EBS shall file with the Bankruptcy Court the Plan, the Disclosure Statement, a motion seeking approval of the DIP Facility (as defined below), and a motion seeking a joint hearing to consider the adequacy of the Disclosure Statement, approval of the Company’s prepetition solicitation of the Lenders, and confirmation of the Plan (the “Joint Disclosure Statement and Plan Confirmation Hearing”); (e) calendar no later than 5 business days after the Petition Date, the Bankruptcy Court shall enter a final order scheduling the Joint Disclosure Statement and Plan Confirmation Hearing; (f) no later than 5 business days after the Petition Date, the Bankruptcy Court shall enter the Interim OrderFinancing Order in the form annexed hereto or in such other form as is reasonably acceptable to the Company and the Majority Consenting Lenders, authorizing the Company to enter into a post-petition credit facility (the “DIP Facility”) and use cash collateral, and scheduling a final hearing with respect to such matters; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (eg) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar 37 days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant Financing Order in a form reasonably acceptable to the Bidding Procedures OrderCompany and the Majority Consenting Lenders; (h) no later than forty (40) calendar 37 days following after the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of Bankruptcy Court shall commence the Debtors’ assets shall have occurred pursuant to the Bidding Procedures OrderJoint Disclosure Statement and Plan Confirmation Hearing; (i) no later than forty-five (45) calendar 45 days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following after the Petition Date, the Bankruptcy Court shall enter one or more orders an order (1) approving the sale of some, all, or substantially all adequacy of the Debtors’ assets, in each case in form Disclosure Statement and substance reasonably acceptable to the Required Company’s prepetition solicitation of the Lenders and (2) confirming the Plan (the “Sale Confirmation Order”);; and (kj) no later than fifty (50) calendar 60 days following after the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, effective date of the Plan Effective Date (the “Consummation Date”) shall have occurredoccur. Notwithstanding the above, a specific Milestone may be extended or waived with the express prior written consent of both the Company and the Majority Consenting Lenders; provided, however, that in the event that the Company or the Majority Consenting Lenders determine, in their exercise of their reasonable discretion and after consultation with the professionals for the other parties, that commencing a Chapter 11 Case for one or more Eagle Entities (other than EBS) is necessary or advisable to facilitate the consummation of the Restructuring, then any of the foregoing Milestone dates that falls on or after the date of such decision shall automatically be deferred by 20 business days.

Milestones. Each Credit Party On and after the Agreement Effective Date, the Company Parties shall ensure use commercially reasonable efforts to implement the satisfaction of Restructuring Transactions in accordance with the following milestones (collectively, the “Milestones” and each a “Milestone”), as applicable, unless extended or waived in writing (which may be by electronic mail between applicable counsel) by the Company Parties and the Required Consenting Creditors; provided that the Outside Date may only be waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders):Consenting Creditors in their sole discretion: (a) no later than one May 13, 2023, the Parties shall have entered into this Agreement, including the exhibits attached hereto; (1b) calendar day no later than May 14, 2023, the Company Parties shall have commenced the Chapter 11 Cases in the Bankruptcy Court and shall have filed the Plan; (c) if the Debtors do not commence solicitation prior to the Petition Date, within five (5) Business Days after the Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, motion seeking conditional approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order)Disclosure Statement; (bd) no later than three (3) calendar days Business Days after the Petition Date (or, to the extent such calendar day is not a Business DayDate, the next Business Day thereafter), Bankruptcy Court shall have entered the Debtors shall file a motion, in form interim DIP Order and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”)interim Cash Collateral Order; (ce) no later than thirty-five (535) calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim Final DIP Order and the final Cash Collateral Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty sixty (3060) calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Final Confirmation Order;; and (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than fortysixty-five (4565) calendar days following after the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders Date (the “Sale OrderOutside Date”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurred.

Milestones. Each The DIP Credit Party shall ensure the satisfaction of Agreement will include the following milestones related to the Chapter 11 Cases (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) ): · no later than one (1) calendar 1 business day after the Petition Date, the Debtors shall file a motionhave filed the Plan and Disclosure Statement; · no later than 3 business days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order; · no later than 3 business days after the Petition Date, the Bankruptcy Court shall have entered an interim order approving the Securitization Facilities, which order shall be in form and substance reasonably acceptable satisfactory to the Required DIP Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) ; · no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) 45 calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim Final DIP Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) ; · no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) 45 calendar days after the Petition Date, the Bankruptcy Court shall enter have entered a final order approving the Final Order; (g) Securitization Facilities, which order shall be in form and substance satisfactory to the Required DIP Lenders; · no later than thirty (30) 50 calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following after the Petition Date, the Bankruptcy Court shall enter one or more orders have entered an order confirming the Plan and approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form Disclosure Statement; and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) · no later than fifty (50) 120 calendar days following after the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, effective date of the Plan Effective Date shall have occurred. Events of Default: Usual and customary for debtor-in-possession financings and other events of default agreed to by the Borrower and the Required Backstop Parties (“Events of Default”). The DIP Credit Agreement shall provide for customary remedies for an Event of Default that remains uncured including, but not limited to, the accrual of interest at the Default Rate and relief from the automatic stay on customary terms for the Bankruptcy Court.

Milestones. Each Credit Party 4.01. The following Milestones shall ensure apply to this Agreement unless extended or waived in writing by the satisfaction of the following milestones (collectively, the “Milestones” Company Parties and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders):Consenting Creditors and Ares: (a) no later than one (1) calendar day after On or prior to the Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection Date (as defined in herein), the Interim DIP Order);Backstop Commitment Agreement shall have been finalized. (b) no later than three (3) calendar days after On July 15, 2020 or such earlier date as agreed upon by the Petition Date (or, to the extent such calendar day is not a Business Dayparties, the next Business Day thereafter), Company Parties shall commence the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”);Chapter 11 Cases. (c) no No later than five (5) calendar 8 days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim DIP Order;. (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no No later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar 5 days after the Petition Date, the Bankruptcy Court shall enter have entered the Final Interim 9019 Order;. (ge) no No later than thirty (30) calendar 14 days following after the Petition Date, the deadline for submission of non-binding indications of interest for someCompany Parties shall have filed the Plan, all, or substantially all Disclosure Statement and a motion seeking approval of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order;Disclosure Statement. (hf) no No later than forty (40) calendar 40 days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following after the Petition Date, the Bankruptcy Court shall enter one or more orders approving have entered the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Final DIP Order”);. (kg) no No later than fifty (50) calendar 40 days following after the Petition Date, the Bankruptcy Court shall enter have entered the Disclosure Statement Final 9019 Order;. (lh) no No later than ninety 40 days after the Petition Date, the Company Parties shall have filed the Plan Supplement containing the (90i) calendar schedules of assumed or rejected contracts, (ii) the constituents documents of the Reorganized Debtors consistent with the terms of the Governance Term Sheet, (iii) the form of registration rights agreement, (iv) required disclosures regarding directors and officers of the Reorganized CRC (consistent with the terms of the Governance Term Sheet) and (v) any documents (to the extent not already filed) in connection with the Definitive Documents listed in the foregoing sections 3.01(o)-3.01(q). (i) No later than 44 days following after the Petition Date, the Bankruptcy Court shall enter have entered an order approving the Backstop Commitment Agreement. (j) No later than 44 days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Solicitation Materials and the Disclosure Statement. (k) No later than 28 days after the Subscription Commencement Date (as defined in the Backstop Commitment Agreement), the Debtors shall have ended the subscription period for the Equity Rights Offering. (l) No later than 105 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order; and. (m) no No later than ninety-five (95) calendar 135 days following after the Petition Date, the Plan Effective Date shall have occurred.

Milestones. Each Credit Party The Borrower shall ensure the satisfaction of cause the following milestones actions (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with ) to occur no later than the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders):applicable date set forth below: (a) By no later than one January 31, 2017, the Borrower shall have filed a motion seeking an order setting a bar date in the Chapter 11 Case; 2017; (1b) calendar day The bar date having occurred in the Chapter 11 Case by no later than March 15, (c) By no later than 30 days after entry of the Interim Order, the Borrower shall obtain Bankruptcy Court approval and entry of the Bid Procedures Order; (d) By no later than 20 days after entry of the Bid Procedures Order, the Borrower shall have engaged an Acceptable Broker, satisfactory to the Secured Parties, in their sole and absolute discretion, for the marketing of the Titan Platform and related assets in accordance with the bid procedures contemplated by the Sale Motion and the Bid Procedures Motion. (e) By no later than 180 days after entry of the Bid Procedures Order, the Borrower shall complete the process of soliciting binding bids to acquire all or substantially all of the assets and properties of the Borrower pursuant to the Bid Procedures Order; (f) By no later than 240 days after entry of the Bid Procedures Order, the Borrower shall commence and complete, subject to the supervision of the Bankruptcy Court and, in accordance with the Bid Procedures, the Auction, if any, and, in accordance with the Bid Procedures, select the successful bid for subsequent approval by the Bankruptcy Court pursuant to the Sale Order; (g) By no later than 5 Business Days after the Petition Datescheduled conclusion of the Auction, the Debtors Borrower shall file obtain approval of a motion, Sale to a buyer on the terms of the successful bid (the “Approved Sale”) pursuant to a sale order in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility Agent and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders Prepetition Agent (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (mh) The Borrower shall consummate the Approved Sale pursuant to the Sale Order by no later than ninety-five (95) calendar 20 days following after entry of the Petition Date, the Plan Effective Date shall have occurredSale Order.

Milestones. Each Credit Party 4.01. The Company Parties shall ensure implement the satisfaction Restructuring Transactions in accordance with the following Milestones (which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the following milestones (collectively, the “Milestones” and each a “Milestone”), Bankruptcy Rules) unless waived or extended with the consent of in writing by the Required Lenders Consenting Senior Secured Creditors (which written consent may be provided via email, including by counsel to the Lenderswith email being sufficient): (a) no later than March 22, 2024, the Initial DIP Budget shall be in agreed form satisfactory to the Required Consenting Senior Secured Creditors; (b) no later than March 29, 2024, the Plan, Disclosure Statement, Interim DIP Order, the DIP Credit Agreement and the Solicitation Materials shall be in agreed form in accordance with Section 3; (c) no later than March 30, 2024, solicitation of the Plan shall have commenced; (d) no later than March 31, 2024, the Company Parties shall have commenced Chapter 11 Cases; (e) no later than one (1) calendar day after the Petition Date, the Debtors Company Parties shall file a motionwith the Bankruptcy Court the Plan, in form Disclosure Statement and substance reasonably acceptable to the Required Lenders, motion seeking approval on an interim and final basis entry of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (bf) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim DIP Order, (or, if such date cannot be met due solely to availability of the Bankruptcy Court, the next available Business Day); (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (eg) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Final DIP Order; , (g) no later than thirty (30) calendar days following or, if such date cannot be met due solely to availability of the Petition DateBankruptcy Court, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Ordernext available Business Day); (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following after the Petition Date, the Bankruptcy Court shall enter one or more orders approving have entered the sale of someConfirmation Order, all(or, or substantially all if such date cannot be met due solely to availability of the Debtors’ assetsBankruptcy Court, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”next available Business Day);; and (ki) no later than fifty sixty (5060) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following after the Petition Date, the Plan Effective Date shall have occurred, (or, if such date cannot be met due solely to availability of the Bankruptcy Court, the next available Business Day).

Milestones. Each Credit Party 4.01. As provided in and subject to ‎Section 7, the Company Parties shall ensure implement the satisfaction of Restructuring Transactions and the Uniti Transactions in accordance with the following milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders):: (a) no later than one (1) calendar day after 10 days following the Petition Agreement Effective Date, the Debtors Company Parties shall file a motion, in form and substance reasonably acceptable to with the Required Lenders, seeking approval on an interim and final basis of Bankruptcy Court the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order)Uniti 9019 Motion; (b) no later than three (3) calendar 10 days after following the Petition Date (or, to the extent such calendar day is not a Business DayAgreement Effective Date, the next Business Day thereafter), Company Parties shall execute the Debtors shall Backstop Commitment Agreement and file a motion, in form and substance acceptable to with the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of Bankruptcy Court the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures BCA Approval Motion”); (c) no later than five (5) calendar 30 days after following the Petition Agreement Effective Date, the Company Parties shall file with the Bankruptcy Court shall enter Court: (i) the Interim OrderPlan; (ii) the Disclosure Statement; and (iii) the Disclosure Statement Motion; (d) no later fifteen (15) calendar than 35 days following the Petition Agreement Effective Date, 2020, the Debtors Bankruptcy Court shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve entered the Acceptable Disclosure Statement in form and substance acceptable to the Required LendersUniti 9019 Order; (e) no later than twenty-five (25) calendar 35 days following the filing of the Bidding Procedures MotionAgreement Effective Date, the Bankruptcy Court shall enter an order approving have entered the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures BCA Approval Order”); (f) no later than thirty (30) calendar 75 days after following the Petition Agreement Effective Date, the Bankruptcy Court shall enter have entered an order approving the Final Orderrelief requested in the Disclosure Statement Motion; (g) no later than thirty (30) calendar 110 days following the Petition Agreement Effective Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets Bankruptcy Court shall have occurred pursuant to entered the Bidding Procedures Confirmation Order;; and (h) no later than forty (40) calendar 180 days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Agreement Effective Date, the Plan Effective Date shall have occurred. 4.02. A Milestone may only be extended or waived with the prior written consent of the Required Consenting Creditors; provided, that the Milestones set forth in Sections ‎4.01(a) and ‎4.01(d) may only be extended or waived with the prior written consent of the Uniti Parties and the Required Consenting Creditors. The date of each Milestone shall be calculated in accordance with Rule 9006 of the Federal Rules of Bankruptcy Procedure.

Milestones. Each Credit Party The Company shall ensure comply, and implement the satisfaction of Restructuring Transactions in accordance, with the following milestones (collectively, the “Milestones” ”) unless extended or waived in writing by the Company Parties and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel Consenting First Lien Creditors pursuant to the Lenders):terms hereof: (a) no later than one By 11:59 p.m. (1prevailing Eastern Time) calendar day after on October 31, 2020, the Petition Date shall have occurred; (b) On the Petition Date, the Debtors Company shall file a motionhave filed the First Day Pleadings, in form and substance reasonably acceptable to the Required LendersPlan, seeking approval on an interim and final basis of the DIP Facility Disclosure Statement, the Disclosure Statement Motion, and the Adequate Protection Combined Motion (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”if applicable); (c) no No later than five (5) 5 calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim interim Cash Collateral Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no No later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) 16 calendar days after the Petition Date, the Bankruptcy Court shall enter have entered an order conditionally approving the Final OrderDisclosure Statement; (ge) no No later than thirty (30) 30 calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following after the Petition Date, the Bankruptcy Court shall enter one or more orders approving have entered the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale final Cash Collateral Order”); (kf) no No later than fifty (50) 55 calendar days following after the Petition Date, the Bankruptcy Court shall enter have entered (i) the Disclosure Statement Confirmation Order or (ii) the Combined Order, if applicable; (lg) no No later than ninety (90) 59 calendar days following after the Petition Date, the Bankruptcy Court Cayman Islands court presiding over the Cayman Proceedings shall enter have entered all orders and confirmations (i.e., the Confirmation Ordersealed validation completing the Cayman Proceedings) relating to the Cayman Proceedings and such orders shall not be stayed, modified, revised, or vacated and shall not be subject to any pending appeal; and (mh) no No later than ninety-five (95) 61 calendar days following after the Petition Date (the “Outside Date”), the Plan Effective Date shall have occurred.

Milestones. Each Credit Party shall ensure the satisfaction of the The following milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel ) shall apply to the Lenders):this Agreement: (a) no later than one (1) calendar day after the Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar 45 days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim OrderFinal DIP Order (as defined in the Plan); (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (eb) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar 60 days after the Petition Date, the Bankruptcy Court shall enter have entered the Final RSA Approval Order; (gc) no later than thirty (30) calendar 90 days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following after the Petition Date, the Bankruptcy Court shall enter one or more orders approving have entered the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Disclosure Statement Order”); (kd) no later than fifty (50) calendar 150 days following after the Petition Date, the Bankruptcy Court shall enter have entered the Disclosure Statement Confirmation Order (the date of entry of the Confirmation Order;, the “Confirmation Date”); and (le) no later than ninety (90) calendar 21 days following the Petition Confirmation Date, the Bankruptcy Court Effective Date (as defined in the Plan) shall enter have occurred. The Debtors may extend or obtain a waiver of a Milestone with the express prior written consent of the Requisite Majority Consenting Secured Noteholders. For the avoidance of doubt, the Requisite Majority Consenting Unsecured Noteholders agree that their consent shall not be required to extend or waive any Milestone and that the extension or waiver of any Milestone shall not constitute grounds for a Consenting Unsecured Noteholder Termination Event (as defined below). For the further avoidance of doubt and without limitation of the rights otherwise granted to Consenting Unsecured Noteholders under Sections 7 and 8 hereof, the foregoing shall not affect the rights of Requisite Majority Consenting Unsecured Noteholders to declare that a Consenting Unsecured Termination Event has occurred under Section 8(h) hereof due to the failure of the Confirmation Order; and (m) no later than ninety-five (95) calendar Order to be entered within 180 days after the Petition Date or the Effective Date to occur within 21 days following the Petition Date, Confirmation Date (regardless of whether the Plan Effective Date shall Requisite Majority Consenting Secured Noteholders have occurredconsented to a waiver or extension of the milestones in paragraph (d) or (e) of this Section 4.)

Milestones. Each Credit Party On and after the Agreement Effective Date, the Parties shall ensure implement the satisfaction of Restructuring Transactions in accordance with the following milestones (collectively, the “Milestones” and each a “Milestone”), unless extended or waived or extended with in writing (which may be by electronic mail) by the consent of Company Parties, the Required Consenting Lenders and, solely with respect to subsections (which written consent may be provided via emaila), including by counsel to (b)(i), and (b)(vi) below (the Lenders):“Sponsor Milestones”), the Consenting Shareholders, each in their sole discretion: (a) To the extent the Restructuring Transactions are to be implemented on an out-of-court basis through the Out-of-Court Restructuring, cause the Out-of-Court Restructuring Effective Date to occur no later than the Out-of-Court Restructuring Outside Date. (b) If the Consent Threshold has not been satisfied (as mutually determined by the Required Parties), extended or waived by the Required Parties on or prior to the Out-of-Court Toggle Date, the Restructuring Transactions shall be implemented on an in-court basis through the In-Court Restructuring and the Company Parties shall comply with each of the following milestones: (i) no later than fourteen (14) days after the Out-of-Court Toggle Date, to the extent the Consent Threshold has not been obtained or (ii) the Out-of-Court Restructuring Outside Date if the Out-of-Court Restructuring Effective Date has not occurred, commence solicitation of the Plan; (ii) no later than the date which is the later of (A) September 25, 2020 or (B) fourteen (14) days after commencement of the solicitation of the Plan, the Company Parties shall conclude the solicitation of the Plan; (iii) no later than the date which is the later of (A) October 3, 2020 or (B) one (1) calendar day Business Day after concluding the solicitation of the Plan, the Petition Date shall have occurred (and, for the avoidance of doubt, on such Petition Date, the Company Parties shall have filed with the Bankruptcy Court the Plan, the Disclosure Statement and other Solicitation Materials, and a motion scheduling a combined hearing on the Plan and Disclosure Statement and other Solicitation Materials); (iv) within five (5) Business Days after the Petition Date, the Debtors Company Parties shall file a motion, in form and substance reasonably acceptable to have filed with the Required Lenders, seeking approval on an interim and final basis of Bankruptcy Court the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order)Plan Supplement; (bv) no later than three within fourteen (314) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement Confirmation Order and a motion all other related relief required to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, be obtained from the Bankruptcy Court to implement the Restructuring Transactions through the In-Court Restructuring shall enter an order approving have been entered and/or granted, as applicable, by the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”);Bankruptcy Court; and (fvi) no later than the Plan Effective Date shall have occurred within thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders Date (the “Sale OrderIn-Court Restructuring Outside Date”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurred.

Milestones. Each Credit Party During the Forbearance Period, the Borrowers shall ensure (a) provide a reasonably detailed 2012 business plan to the satisfaction of Agent and the following milestones Senior Tranche Lenders on or before March 31, 2012, and (b) (i) enter into negotiations concerning the Borrowers’ business, capital structure and long-term obligations (collectively, the “Milestones” Restructuring Matters”) with other stakeholders who are prepared to negotiate such Restructuring Matters and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel ii) deliver to the Lenders): (a) no later than one (1) calendar day after the Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility Agent and the Adequate Protection (as defined in Senior Tranche Lenders fully negotiated term sheets concerning the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales Restructuring Matters (the “Bidding Procedures MotionRestructuring Term Sheets”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form fully negotiated term sheets for interim and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders long term financing (the “Bidding Procedures OrderFinancing Term Sheets”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably on terms acceptable to the Required Agent and the Senior Tranche Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Dateby April 30, 2012; provided, that if, on or before April 30, 2012, the Bankruptcy Court shall enter holders of at least 51% of the Disclosure Statement Order; (l) no later than ninety (90) calendar days following Senior Notes have agreed in writing to forbear from exercising remedies under the Petition DateSenior Note Documents, the Bankruptcy Court date by which the Restructuring Term Sheets and Financing Term Sheets must be delivered to the Agent and the Senior Tranche Lenders shall enter be extended to the Confirmation Orderearlier of (x) the date such forbearance is terminated and (y) May 15, 2012; and provided, further, that if the U.S. Borrower shall not have received from the Agent copies of proposed Financing Term Sheets in draft form on or before the date that is ten (m10) no later than ninety-five Business Days prior to the date by which fully negotiated Financing Terms Sheets are required to be delivered pursuant to the foregoing clause (95) calendar days following the Petition Dateii), the Plan Effective Date date for compliance with such clause (ii) solely as it relates to the Financing Term Sheets shall have occurredbe extended to the date that is ten (10) Business Days after receipt by the U.S. Borrower from the Agent of such Financing Term Sheets in draft form.

Milestones. Each Credit Party The Borrower shall ensure the satisfaction of strictly comply with the following milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or ; provided that the dates for compliance may be extended with by the consent written approval of the Required Administrative Agent, or, if extended by more than three (3) Business Days, the written approval of the Majority Lenders (which in each case, such written consent approval may be provided via email, including by counsel to the Lenderselectronic mail): (a) no later than one Borrower shall have established December 14, 2020 as the deadline for M▇▇▇▇▇ Buckfire & Co., LLC (1the “I-Banker”) calendar day after the Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, receive cash bids to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for acquire all or substantially all of the Debtors’ Borrower’s assets that (“Bids”) pursuant to Bankruptcy Code Section 363 sale (“Sale”). (b) On or prior to December 15, 2020, the Borrower shall includehave delivered to the Administrative Agent a summary report, among other thingsin a reasonable level of detail, notice of all Bids received. (c) On or prior to December 18, 2020, the Borrower shall deliver to the Administrative Agent a comprehensive restructuring and consent rights in favor of capitalization term sheet for the Lenders for Asset Sales Parent and going concern sales its Subsidiaries as an alternative to a Sale (the “Bidding Procedures MotionRestructuring Plan”). (d) If the terms of the Restructuring Plan are acceptable to the Administrative Agent and Required Lenders: (1) The Borrower shall, on or prior to the expiration of eight (8) Business Days subsequent to the date on which the Administrative Agent has delivered notice to the Borrower as to whether (or not) the terms of the Restructuring Plan are acceptable to the Administrative Agent and the Required Lenders, which Administrative Agent shall use reasonable efforts to provide on or before December 23, 2020 (December 23rd, or such later date on which such notice is provided, the “Notice Date”), deliver to the Administrative Agent and the Required Lenders a draft Restructuring Support Agreement (“Restructure RSA”); (c2) no later than five (5) calendar days after On or prior to the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later expiration of fifteen (15) calendar days following Business Days subsequent to the Petition Notice Date, the Debtors Borrower shall have filed an Acceptable enter into the Restructure RSA with the Loan Parties, the Administrative Agent, the Required Lenders, the Term Agent, requisite (not to be less than half in number and two-thirds in amount) Term Lenders, and any other parties required to execute the Restructure RSA on terms satisfactory to each of such parties in their sole discretion; (3) On or prior to the expiration of fifteen (15) Business Days subsequent to the Notice Date, finalize the terms for the use of cash collateral and DIP financing required to pursue the Restructuring Plan of Reorganizationin a Chapter 11 bankruptcy proceeding, an Acceptable Disclosure Statement and a motion with such terms to approve the Acceptable Disclosure Statement in form and substance be acceptable to the Administrative Agent and the Required Lenders in their sole discretion; and (4) On or prior to the expiration of twenty-five (25) Business Days subsequent to the Notice Date, file a voluntary petition for relief pursuant to Chapter 11 of the Bankruptcy Code in U.S. Bankruptcy Court for the Southern District of Texas (a “Chapter 11 Petition”). (e) If the terms of the Restructuring Plan are not acceptable to the Administrative Agent and Required Lenders: (1) The Borrower shall, on or prior to the expiration of eight (8) Business Days subsequent to the Notice Date, delivery to the Administrative Agent and the Required Lenders a draft Restructuring Support Agreement (“Sale RSA”); (2) The Borrower shall, on or prior to the expiration of eight (8) Business Days subsequent to the Notice Date, deliver to the Administrative Agent drafts of the proposed Bankruptcy Code Section 363 sale and bid procedures motion, bid procedures, and bid procedures order (the “363 Pleadings”); (3) On or prior to the expiration of fifteen (15) Business Days subsequent to the Notice Date, finalize the terms of: (A) the 363 Pleadings; and (B) the use of cash collateral and/or debtor-in-possession financing required to pursue the Sale in a Chapter 11 bankruptcy proceeding, with such terms to be acceptable to the Administrative Agent and the Required Lenders; (e4) no On or prior to the expiration of fifteen (15) Business Days subsequent to the Notice Date (or such later than date as approved by the Administrative Agent in its sole discretion to accommodate the credit approval process of the Lenders), the Borrower shall enter into the Sale RSA along with the Loan Parties, the Administrative Agent, the Required Lenders, on terms satisfactory to each of such parties in their sole discretion, and any other parties required to execute the Sale RSA; and (5) On or prior to the expiration of twenty-five (25) calendar days following Business Days subsequent to the filing of the Bidding Procedures MotionNotice Date, the file a Chapter 11 Petition in U.S. Bankruptcy Court shall enter an order approving for the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission Southern District of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurredTexas.

Milestones. Each Credit Party On and after the Agreement Effective Date, the Company Parties shall ensure implement the satisfaction of Restructuring Transactions in accordance with the following milestones (collectively, as any such milestone may be extended in writing by the “Milestones” and each a “Milestone”Required Consenting Parties (which extension may be via electronic mail of counsel to the Consenting Parties)), unless waived or extended with the consent of in writing by the Required Lenders Consenting Parties (which written consent waiver may be provided via email, including by electronic mail of counsel to the LendersConsenting Parties): (a) no not later than one (1) calendar day after 11:59 p.m., prevailing Eastern Time, on the Petition date that is five Business Days following the Agreement Effective Date, the Debtors Company Parties shall have filed with the Bankruptcy Court motions to approve (i) the Convertible B Commitment Letter and (ii) the DIP Facility. (b) not later than 11:59 p.m., prevailing Eastern Time, on the date that is 30 calendar days following the date the Company Parties file a motionmotions with the Bankruptcy Court to approve the (i) the Convertible B Commitment Letter and (ii) the DIP Facility, in form the Bankruptcy Court shall have entered each of (i) the DIP Order and substance reasonably acceptable (ii) an order approving the Convertible B Commitment Letter, and the Company Parties shall have paid all accrued and unpaid Transaction Expenses as of the Agreement Effective Date for which an invoice has been received by the Company Parties on or before 12:00 p.m., prevailing Eastern Time, on the date that is one Business Day prior to the Required Lenders, seeking approval on an interim and final basis Agreement Effective Date; (c) not later than the earlier to occur of (x) the Closing Date (as defined in the DIP Term Sheet) of the DIP Facility and (y) three business days after entry of the Adequate Protection DIP Order, the First Lien Paydown (as defined in the Interim DIP Order)Term Sheet) shall have been made; (bd) no not later than three (3) calendar days after the Petition Date (or11:59 p.m., to the extent such calendar day is not a Business Dayprevailing Eastern Time, on March 22, 2024, the next Business Day thereafter)Company Parties shall have filed with the Bankruptcy Court each of (i) the Plan, (ii) the Debtors shall file a motionDisclosure Statement, in form and substance acceptable (iii) the motion to approve the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”)Solicitation Materials; (ce) no not later than five (5) calendar days after the Petition Date11:59 p.m., prevailing Eastern Time, on June 30, 2024, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter entered the Confirmation Order; and (mf) no not later than ninety-five (95) calendar days following the Petition Date11:59 p.m. prevailing Eastern Time on August 31, 2024, the Plan Effective Date shall have occurred; provided that, notwithstanding anything to the contrary set forth herein, such date shall automatically be extended by 60 calendar days to the extent necessary to obtain any authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan; provided further, that requests or applications for any such authorizations, consents, regulatory approvals, rulings, or documents are pending on August 31, 2024.

Milestones. Each Credit Party The HCR Entities shall ensure implement the satisfaction of Restructuring Transactions in accordance with the following milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended ; provided that the HCR Entities may extend a Milestone only with the express prior written consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders):Consenting Noteholders: (a) The HCR Entities shall commence the Chapter 11 Cases by filing voluntary petitions under chapter 11 of the Bankruptcy Code with the Bankruptcy Court no later than one July 12, 2020 (1) calendar day after the “Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order”);. (b) no No later than three (3) calendar days after the Petition Date (or, to the extent such calendar day date that is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order;Interim DIP Order approving the DIP Facilities on an interim basis, subject to compliance with Section 3 hereof. (lc) no No later than ninety the date that is fourteen (9014) calendar days following the Petition Date, the HCR Entities shall file the Plan, the Disclosure Statement, the related Solicitation Materials and the motion seeking entry of the Solicitation Order, which documents shall be subject to compliance with Section 3 hereof. (d) No later than the date that is twenty-five (25) days following the Petition Date, the Bankruptcy Court shall enter the Final DIP Order approving the DIP Facilities on a final basis, each subject to compliance with Section 3 hereof. (e) No later than the date that is forty-five (45) days following the Petition Date, the Bankruptcy Court shall enter (i) the Backstop Order approving the Backstop Purchase Agreement and other Backstop Documents, and (ii) the Solicitation Order approving the Solicitation Materials and Rights Offering Procedures, each subject to compliance with Section 3 hereof. (f) No later than the date that is seventy-five (75) days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and, which order shall be subject to compliance with Section 3 hereof. (mg) no No later than ninety-five the date that is ninety (9590) calendar days following the Petition Date, the effective date of the Plan (the “Effective Date Date”) shall have occurredoccur.

Milestones. Each Credit Party The Company shall ensure the satisfaction of comply with the following milestones and file the following documents on or prior to the date indicated for each such material action or document below (collectivelyeach, the “Milestones” and each a “Milestone”), unless waived or extended with subject to change based upon the consent Bankruptcy Court’s availability and mutual agreement of the Required Lenders Parties: A. The Commencement Date will occur on a date mutually agreed to by the Company and Supporting Shareholders (which written consent may be provided via email, including by counsel to the Lenders): (a) but in no event later than one (1) calendar day after the Petition DateAugust 29, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order2011); (b) no later than three (3) calendar days after the Petition Date (or, B. On or prior to the extent such calendar fifth day is not a Business Dayof the Bankruptcy Cases, the next Business Day thereafter)Company shall file with the Bankruptcy Court the Sale Procedures Motion; C. On or prior to the 25th day of the Bankruptcy Cases, the Debtors Company shall file the Disclosure Statement for the Plan and procedures for soliciting votes with respect to the Plan along with a motioncopy of the Plan; D. On or prior to the 30th day of the Bankruptcy Cases, the Bankruptcy Court shall enter an order, in form and substance acceptable to counsel for the Required LendersSupporting Shareholders, seeking approval of bid procedures in respect of an Acceptable approving the Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after E. On or prior to October 25, 2011, the Petition DateCompany shall conduct the Auction; F. On or prior to November 1, 2011, the Bankruptcy Court shall enter have entered an order approving the Interim OrderSale to the person or entity selected as the highest and best bidder at the Auction and approved the asset purchase agreement in connection therewith; (d) no later fifteen (15) calendar G. On or prior to five business days following the Petition DateAuction, the Debtors Company shall have filed an Acceptable Plan of Reorganization, an Acceptable amendment to the Disclosure Statement and a motion as necessary to approve the Acceptable Disclosure Statement in form and substance acceptable comply with Bankruptcy Code section 1125 with respect to the Required Lendersresults of the Auction (the “Amendment”); (e) no later than twenty-five (25) calendar days H. If the Bankruptcy Cases are not administered as “small business cases” as defined in Bankruptcy Code section 101(51C), on or prior to the fifteenth day following the filing of the Bidding Procedures Motion, Amendment the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable Disclosure Statement; and I. On or prior to the Required Lenders (30th day following the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after filing of the Petition DateAmendment, the Bankruptcy Court shall enter an order confirming the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders Plan and approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurredStatement.

Milestones. Each Credit Party As provided in and subject to Section 6, the Debtors shall ensure implement the satisfaction of Restructuring Transactions on the following milestones timeline (collectivelyeach deadline, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) no later than one December 15, 2015, the Debtors shall commence the Chapter 11 Cases by filing bankruptcy petitions with the Bankruptcy Court (1such filing date, the “Petition Date”); (b) calendar day after on the Petition Date, the Debtors shall file with the Bankruptcy Court a motion, in form and substance reasonably acceptable to the Required Lenders, motion seeking approval on an interim and final basis entry of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order and the Final DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition DateDecember 17, 2015, the Bankruptcy Court shall enter have entered the Interim DIP Order; (d) no later fifteen (15) calendar days following the Petition Datethan January 7, 2016, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and file with the Bankruptcy Court a motion to approve the Acceptable Disclosure Statement in form reject executory contracts and substance acceptable set procedures with regard to the Required Lendersdetermination of rejection damages; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures MotionJanuary 7, 2016, the Debtors shall file with the Bankruptcy Court shall enter an order approving Court: (i) the Bidding Procedures Motion in form Plan; (ii) the Disclosure Statement; and substance acceptable to the Required Lenders (iii) a motion (the “Bidding Procedures OrderDisclosure Statement and Solicitation Motion”) seeking, among other things, (A) approval of the Disclosure Statement, (B) approval of procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan, and (C) to schedule the hearing to consider confirmation of the Plan (the “Confirmation Hearing”); and (iii) a motion seeking to assume this Agreement (the “RSA Assumption Motion”); (f) no later than thirty (30) calendar days after the Petition DateJanuary 15, 2016, the Bankruptcy Court shall enter have entered the Final DIP Order; (g) no later than thirty February 12, 2016, (30i) calendar the Bankruptcy Court shall have entered (x) an order approving the Disclosure Statement and the relief requested in the Disclosure Statement and Solicitation Motion and (y) an order authorizing the assumption of this Agreement (the “RSA Assumption Order”); and (ii) no later than four days following after entry of the Petition Dateorder approving the Disclosure Statement, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets Debtors shall have occurred pursuant commenced solicitation on the Plan by mailing the Solicitation Materials to parties eligible to vote on the Bidding Procedures OrderPlan; (h) no later than forty (40) calendar days following the Petition DateMarch 28, 2016, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets Bankruptcy Court shall have occurred pursuant to commenced the Bidding Procedures OrderConfirmation Hearing; (i) no later than forty-five (45) calendar days following the Petition DateApril 1, 2016, the Debtors Bankruptcy Court shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to have entered the Bidding Procedures Confirmation Order;; and (j) no later than fifty (50) calendar days following the Petition DateApril 15, 2016, the Bankruptcy Court Debtors shall enter one or more orders approving consummate the sale transactions contemplated by the Plan (the date of somesuch consummation, allthe “Effective Date”), or substantially all of it being understood that the Debtors’ assets, entry (as reorganized entities under the Plan) into the Exit Facility (as defined in each case in form the Term Sheet) and substance reasonably acceptable the satisfaction of the conditions precedent to the Required Lenders Effective Date (as set forth in the Exit Facility, the Plan, and the Term Sheet) shall be conditions precedent to the occurrence of the Effective Date. The Debtors may extend a Milestone with the express prior written consent of (i) Second Lien Backstoppers (as defined in the Term Sheet) holding 50.1% or more of the Second Lien Backstoppers’ aggregate DIP Financing commitment or their transferees pursuant to a valid transfer under this Agreement (“Sale OrderMajority Second Lien Backstoppers”); ; and (kii) no later than fifty Noteholder Backstoppers holding 50.1% or more of the Noteholder Backstoppers’ aggregate DIP Financing commitment or their transferees pursuant to a valid transfer under this Agreement (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurred“Majority Noteholder Backstoppers”).

Milestones. Each Credit Party The Company shall ensure implement the satisfaction of Restructuring on the following milestones timeline (collectivelyin each case, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) no later than one (1) calendar day after the Petition Dateon or before April 3, 2015, the Debtors Company shall file commence a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis solicitation of the DIP Facility Lenders seeking the approval and acceptance of the Adequate Protection (as defined in the Interim DIP Order)Plan; (b) no later than three (3) calendar days after the Petition Date (oron or before April 6, to the extent such calendar day is not a Business Day2015, the next Business Day thereafter), Company shall receive the Debtors shall file a motion, in form approval and substance acceptable to acceptance of the Plan by Lenders collectively constituting the Required Lenders, seeking approval Lenders as of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales such date (the “Bidding Procedures MotionLender Class Acceptance”); (c) upon the occurrence of the Lender Class Acceptance, the Company shall commence the Chapter 11 Case on or before April 7, 2015; (d) no later than five the date of the commencement of the Chapter 11 Case (5the “Petition Date”), the Company shall file with the Bankruptcy Court the Plan, the Disclosure Statement, a motion seeking approval of the DIP Facility (as defined below), and a motion seeking a joint hearing to consider the adequacy of the Disclosure Statement, approval of the Company’s prepetition solicitation of the Lenders, and confirmation of the Plan (the “Joint Disclosure Statement and Plan Confirmation Hearing”); (e) calendar no later than 5 business days after the Petition Date, the Bankruptcy Court shall enter a final order scheduling the Joint Disclosure Statement and Plan Confirmation Hearing; (f) no later than 5 business days after the Petition Date, the Bankruptcy Court shall enter the Interim OrderFinancing Order in a form acceptable to the Company and the Majority Consenting Lenders in their sole discretion, authorizing the Company to enter into a post-petition credit facility consistent with the DIP Term Sheet (the “DIP Facility”) and use cash collateral, and scheduling a final hearing with respect to such matters; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (eg) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar 35 days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant Financing Order in a form acceptable to the Bidding Procedures OrderCompany and the Majority Consenting Lenders in their sole discretion; (h) no later than forty (40) calendar 45 days following after the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of Bankruptcy Court shall commence the Debtors’ assets shall have occurred pursuant to the Bidding Procedures OrderJoint Disclosure Statement and Plan Confirmation Hearing; (i) no later than forty-five (45) calendar 50 days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following after the Petition Date, the Bankruptcy Court shall enter one or more orders an order (1) approving the sale of some, all, or substantially all adequacy of the Debtors’ assets, in each case in form Disclosure Statement and substance reasonably acceptable to the Required Company’s prepetition solicitation of the Lenders and (2) confirming the Plan (the “Sale Confirmation Order”);; and (kj) no later than fifty (50) calendar 75 days following after the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, effective date of the Plan Effective Date (the “Consummation Date”) shall have occurredoccur. Notwithstanding the above, a specific Milestone may be extended or waived with the express prior written consent of both the Company and the Majority Consenting Lenders.

Milestones. Each Credit Party On and after the Support Effective Date, the Company shall ensure use commercially reasonable efforts to implement the satisfaction Restructuring in accordance with the following Milestones, as applicable, unless extended or waived in writing (which may be by electronic mail between applicable counsel) by the Company and the RequiredRequisite Consenting Lenders in their sole discretion; provided that, with respect to the Milestones in subsections (c) and (e) herein, such Milestones may be extended by the Company and the Lender Counsel. For the avoidance of doubt, nothing in these Milestones shall prevent the Debtors from exercising their respective fiduciary duties under applicable law, subject to the right of the following milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Consenting Lenders (which written consent may be provided via email, including by counsel to the Lenders):under Section 5(b) hereof: (a) no later than one 11:59 p.m. (1prevailing Eastern time) calendar day on the date that is two (2) days after the Petition Support Effective Date, the Debtors Company Parties shall file a motion, in form and substance reasonably acceptable to have commenced the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined Chapter 11 Cases in the Interim DIP OrderBankruptcy Court (the “Petition Date”); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim Order; (d) no later fifteen (15) calendar days following DIP Order on an interim basis, which DIP Order shall be in the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Requisite Consenting Lenders; (ec) no later than twenty11:59 p.m. (prevailing Eastern time) on the date that is thirty-five (2535) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; entered (i) no later than forty-five an order approving the bidding procedures with respect to the Acquisition (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “AuctionBidding Procedures”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the which Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case be in form and substance reasonably acceptable to the Required Lenders Requisite Consenting Lenders) and (ii) the “Sale Order”DIP Order on a final basis (which DIP Order shall be in form and substance acceptable to the Requisite Consenting Lenders); (kd) no later than fifty 11:59 p.m. (50prevailing Eastern time) calendar the date that is thirty-five (35) days following after the Petition DateDateon [January 8, 2021], the Bankruptcy Court Company Parties shall enter have filed an Acceptable Plan, Disclosure Statement, and a motion to approve the Disclosure Statement OrderStatement, each of which shall be in form and substance reasonably acceptable to the Requisite Consenting Lenders; (le) no later than ninety (90) calendar days following after the Petition DateDate11:59 p.m. (prevailing Eastern time) on [February 22, 2021], (i) the hearing to approve the Disclosure Statement shall have occurred and (ii) the Bankruptcy Court shall have entered an order approving the Disclosure Statement on a final basis, which shall be in form and substance reasonably acceptable to the Requisite Consenting Lenders; (f) no later than one hundred fifty (150) days (or such later date as may be required to accommodate the Bankruptcy Court’s schedule) after the Petition Date11:59 p.m. (prevailing Eastern time) on [April 7, 2021], a hearing shall have occurred for approval of (x) (i) the Acquisition and (ii) confirmation of the Plan or (y) another Acceptable Plan, and within two (2) Business Days thereafter, the Bankruptcy Court shall enter have entered the Confirmation OrderOrder on a final basis, which shall be in form and substance reasonably acceptable to the Requisite Consenting Lenders; and (mg) no later than ninety-five two hundred and ten (95210) calendar days following after the Petition DateDate11:59 p.m. (prevailing Eastern time) on [April 30, 2021], (i) the Acquisition shall have closed and (ii) the Plan Effective Date shall have occurred.

Milestones. Each Credit Party no later than May 6, 2016, the Chaparral Parties shall ensure commence the satisfaction of Chapter 11 Cases by filing bankruptcy petitions with the following milestones Bankruptcy Court (collectivelysuch filing date, the “Milestones” and each a “MilestonePetition Date”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) no later than ; within one (1) calendar day after the Petition Date, the Debtors Chaparral Parties shall file with the Bankruptcy Court a motionmotion seeking to assume this Agreement (the “RSA Assumption Motion”); within one (1) Business Day after the Petition Date, the Chaparral Parties shall file with the Bankruptcy Court a motion seeking entry of the Interim Cash Collateral Order [and the Final Cash Collateral Order]; no later than May 11, 2016, the Bankruptcy Court shall have entered the Interim Cash Collateral Order; no later than May 13, 2016, the Chaparral Parties shall file with the Bankruptcy Court the Plan (which Plan shall, for the avoidance of doubt, specify a “consensual” and “non-consensual treatment” of the Revolving Loan Claims in form and substance reasonably a manner acceptable to the Company and Required LendersConsenting Noteholders); no later than May 20, seeking 2016, the Chaparral Parties shall file with the Bankruptcy Court: (i) the Disclosure Statement; and (ii) a motion (the “Disclosure Statement and Solicitation Motion”) seeking, among other things, (A) approval on an interim and final basis of the DIP Facility Disclosure Statement, (B) approval of procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan, and (C) to schedule the hearing to consider confirmation of the Plan (the “Confirmation Hearing”); no later than May 2330, 2016, the Bankruptcy Court shall have entered an order authorizing the assumption of this Agreement (the “RSA Assumption Order”); no later than June 2428, 2016, (i) the Bankruptcy Court shall have entered the Final Cash Collateral Order and an order approving the Disclosure Statement and the Adequate Protection (as defined relief requested in the Interim DIP Order); Disclosure Statement and Solicitation Motion and (bii) no later than three (3) calendar days Business Days after entry of the Petition Date (or, to order approving the extent such calendar day is not a Business DayDisclosure Statement and Solicitation Motion, the next Business Day thereafter), Chaparral Parties shall have commenced solicitation on the Debtors shall file a motion, in form and substance acceptable Plan by mailing the Solicitation Materials to parties eligible to vote on the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) Plan; no later than five (5) calendar days after the Petition DateJuly 29August 4, 2016, the Bankruptcy Court shall enter have commenced the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) Confirmation Hearing; no later than twenty-five (25) calendar days following the filing of the Bidding Procedures MotionAugust 29, 2016, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter entered the Confirmation Order; and (m) and no later than ninety-five (95) calendar days following the Petition DateAugust 1625, 2016, the Chaparral Parties shall consummate the transactions contemplated by the Plan (the date of such consummation, the “Plan Effective Date shall have occurred.Date”). Exhibit A to the Restructuring Support Agreement Exhibit B to the Restructuring Support Agreement

Milestones. Each Credit Party 4.01. The Company Parties shall ensure implement the satisfaction of Restructuring Transactions in accordance with the following milestones (collectively, the “Milestones” and each a “Milestone”), unless extended or waived or in writing (which may be by email among counsel) by the Company Parties and the Plan Sponsor; provided, that if any such Milestone falls on a date which is not a Business Day, such Milestone shall be automatically extended with to the first Business Day thereafter; provided, further, that the Confirmation Order Milestone shall not be extended beyond 150 days after the Petition Date, and the Effective Date Milestone shall not be extended beyond 180 days after the Petition Date, in each case without the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Consenting Ad Hoc Lenders):: (a) prior to the Petition Date, the Backstop Commitment Agreement shall have been executed; (b) no later than one June 14, 2021, the Petition Date shall have occurred; (1c) no later than 2 calendar day days after the Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to have filed the Required Lenders, seeking approval on an interim and final basis of the DIP Facility Plan and the Adequate Protection (as defined in Disclosure Statement with the Interim DIP Order)Bankruptcy Court; (bd) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) 5 calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the DIP Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) 30 calendar days following after the filing of Petition Date, or such other date as agreed by the Bidding Procedures MotionPlan Sponsor and the Company Parties, the Bankruptcy Court shall enter an order approving have entered the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Backstop Approval Order”); (f) no later than thirty (30) 45 calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the DIP Final Order; (g) no later than thirty (30) 60 calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following after the Petition Date, the Bankruptcy Court shall enter one have entered the Confirmation Order; provided that the Confirmation Order Milestone shall be extended to 74 calendar days after the Petition Date in the event the Company Parties have received a binding Acceptable Alternative Restructuring Proposal with no financial or more orders approving due diligence conditions and deliver the sale Toggle Election Notice, which such extension shall be valid for so long as the Company Parties are pursuing confirmation of some, all, such Acceptable Alternative Restructuring Proposal through the Toggle Restructuring or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”);Equitization Restructuring; and (kh) no later than fifty (50) 15 calendar days following after the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter entry of the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurred.

Milestones. Each Credit Party 4.01 The following Milestones shall ensure apply to this Agreement unless extended or waived in writing by the satisfaction of the following milestones (collectively, the “Milestones” Company Parties and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders):Consenting Creditors and Ares: (a) no later than one (1) calendar day after On or prior to the Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection Date (as defined in herein), the Interim DIP Order);Backstop Commitment Agreement shall have been finalized. (b) no later than three (3) calendar days after On July 15, 2020 or such earlier date as agreed upon by the Petition Date (or, to the extent such calendar day is not a Business Dayparties, the next Business Day thereafter), Company Parties shall commence the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”);Chapter 11 Cases. (c) no No later than five (5) calendar 5 days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim DIP Order;. (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no No later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar 5 days after the Petition Date, the Bankruptcy Court shall enter have entered the Final Interim 9019 Order;. (ge) no No later than thirty (30) calendar 14 days following after the Petition Date, the deadline for submission of non-binding indications of interest for someCompany Parties shall have filed the Plan, all, or substantially all Disclosure Statement and a motion seeking approval of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order;Disclosure Statement. (hf) no No later than forty (40) calendar 40 days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following after the Petition Date, the Bankruptcy Court shall enter one or more orders approving have entered the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Final DIP Order”);. (kg) no No later than fifty (50) calendar 40 days following after the Petition Date, the Bankruptcy Court shall enter have entered the Disclosure Statement Final 9019 Order;. (lh) no No later than ninety 40 days after the Petition Date, the Company Parties shall have filed the Plan Supplement containing the (90i) calendar schedules of assumed or rejected contracts, (ii) the constituents documents of the Reorganized Debtors consistent with the terms of the Governance Term Sheet, (iii) the form of registration rights agreement, (iv) required disclosures regarding directors and officers of the Reorganized CRC (consistent with the terms of the Governance Term Sheet) and (v) any documents (to the extent not already filed) in connection with the Definitive Documents listed in the foregoing sections 3.01(o)-3.01(q). (i) No later than 40 days following after the Petition Date, the Bankruptcy Court shall enter have entered an order approving the Backstop Commitment Agreement. (j) No later than 44 days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Solicitation Materials and the Disclosure Statement. (k) No later than 28 days after the Subscription Commencement Date (as defined in the Backstop Commitment Agreement), the Debtors shall have ended the subscription period for the Equity Rights Offering. (l) No later than 105 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order; and. (m) no No later than ninety-five (95) calendar 135 days following after the Petition Date, the Plan Effective Date shall have occurred.

Milestones. Each Credit Party The Debtors shall ensure the satisfaction of comply with the following chapter 11 milestones (collectively, the “Chapter 11 Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) no later than one (1) calendar day after A. On or before the Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day date that is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganizationwith the Bankruptcy Court a motion, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable satisfactory to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing Buyers, seeking entry of the Bidding Procedures Motion, an order by the Bankruptcy Court shall enter an order approving bidding procedures in connection with a 363 sale process pursuant to one or more asset purchase agreements or similar agreements that provide for repayment in full in cash of the Bidding Procedures Motion in form and substance acceptable to obligations under the Required Lenders (DIP Warehouse Facility Agreements on the “Bidding Procedures Order”)closing of such agreement; B. On or before the date that is fifteen (f15) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct have filed with the Bankruptcy Court an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant Acceptable Plan and a disclosure statement reasonably satisfactory to the Bidding Procedures OrderRequired Buyers with respect thereto; C. On or before the date that is sixty (j60) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of somehave approved bidding procedures, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders Buyers, and such approval shall be in full force and effect, and shall not have been (i) vacated, reversed, or stayed, or (ii) amended or modified except as otherwise agreed to in writing by the “Sale Order”)Required Buyers; D. On or before the date that is sixty (k60) no later than fifty (50) calendar days following the Petition Date, the Debtors shall have obtained the Bankruptcy Court shall enter the Disclosure Statement Order; (l) Court’s approval of a disclosure statement for an Acceptable Plan and solicitation procedures contemplating completion of a confirmation hearing with respect 2014058.10-NYCSR07A - MSW to an Acceptable Plan no later than ninety (90) calendar 115 days following the Petition Date, which disclosure statement and solicitation procedures must otherwise be in form and substance reasonably acceptable to the Required Buyers, and the Bankruptcy Court Court’s approval of such disclosure statement and solicitation procedures shall enter not have been amended, modified or supplemented (or any portions thereof reversed, stayed or vacated) other than as agreed in writing by the Confirmation OrderRequired Buyers; and (m) no later than ninety-five (95) calendar E. One of the following milestones shall be satisfied on or before the date that is 125 days following the Petition Date: 1. the Debtors shall obtain entry of an order of the Bankruptcy Court confirming an Acceptable Plan, which order (i) shall be (x) in form and substance satisfactory to the Required Buyers, to the extent relating to the termination of the commitments under the DIP Warehouse Facility Agreements, the Plan Effective Date payment in full in cash and full discharge of the obligations under the DIP Warehouse Facility Agreements, and releases and other exculpatory provisions for the Secured Parties and (y) otherwise in form and substance reasonably satisfactory to the Required Buyers, and (ii) shall not have been amended, modified or supplemented (or any portions thereof reversed, stayed or vacated) other than as agreed in writing by the Required Buyers; or 2. the Bankruptcy Court shall have occurredentered an order approving an asset purchase agreement or similar agreement that provides for repayment in full in cash of the obligations under the DIP Warehouse Facility Agreements on the closing of such agreement (such order, the “Sale Order” and such agreement, the “Sale Agreement”), in form and substance reasonably acceptable to the Required Buyers, and the Sale Order shall be in full force and effect, and shall not have been (i) vacated, reversed, or stayed, or (ii) amended or modified except as otherwise agreed to in writing by the Required Buyers; provided that, in the event the Board of Directors of the Guarantor and Sellers have determined to no longer pursue the Sale Agreement or a replacement Sale Agreement, then (x) the Guarantor and Sellers shall notify the Administrative Agent and the Buyers thereof no later than the date that is the sum of (A) 95 days plus (B) five (5) Business Days following the Petition Date and (y) Section E.2 above shall cease to be an alternative and the Debtors shall be required to satisfy the Chapter 11 Milestone set forth in Section E.1 above.

Milestones. Each Credit Party The Consenting Senior Noteholders’ support for the Restructuring shall ensure be subject to the timely satisfaction of the following milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or which may be extended with the prior written consent of the Required Lenders (Consenting Senior Noteholders, which written consent may shall not be provided via email, including by counsel to the Lenders): (a) no unreasonably withheld: 1. No later than one (1) calendar day June 15, 2020, the Company shall commence the Chapter 11 Cases; 2. No later than 3 Business Days after the Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no Order shall be entered by the Bankruptcy Court; 3. No later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar 5 days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors Company’s investment bankers shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement contacted the parties in the Combination Transaction Contact List and a motion to approve initiated the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no reciprocal due diligence process; 4. No later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar 10 days after the Petition Date, the Bankruptcy Court Company shall enter file the Proposal Submission Guidelines Motion; 5. No later than 21 days after the Petition Date, the Company shall file the Plan, the Disclosure Statement, the Disclosure Statement Motion, and the Backstop Motion; 6. No later than 30 days after the Petition Date, the Proposal Submission Guidelines Order, and the Final Order; (g) no DIP Order shall be entered by the Bankruptcy Court; 7. No later than thirty (30) calendar 45 days following after the Petition Date, the deadline for submission of non-binding preliminary indications of interest for some, all, or substantially all of the Debtors’ assets Combination Transaction shall have occurred pursuant to the Bidding Procedures Order; (h) no occur; 8. No later than forty (40) calendar 45 days following after filing the Disclosure Statement Motion, the Disclosure Statement Order and the Backstop Order shall be entered by the Bankruptcy Court; 9. No later than 75 days after the Petition Date, the deadline for submission of binding bids firm proposals, which shall include outside counsel vetted comments to definitive transaction documents for somea Combination Transaction, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no occur; 10. No later than forty-five (45) calendar 5 days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) after entry of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court Company shall enter commence the Confirmation Order; and (m) no later than ninety-five (95) calendar days following Equity Rights Offering and Plan solicitation in accordance with the Petition Date, Disclosure Statement Order and the Plan Effective Date shall have occurred.solicitation procedures;

Milestones. Each Credit Party shall ensure the satisfaction (a) Achieve each of the following milestones (collectively, as the “Milestones” and each a “Milestone”), unless waived or same may be extended from time to time with the consent of the Administrative Agent (acting at the direction of the Required Lenders), the “Downstream Milestones”). (i) On the Petition Date, the Debtors shall file (i) a motion seeking approval of (A) the DIP Term Loan Facility and (B) the DIP ABL Facility and (ii) a motion seeking a final order, in form and substance acceptable to the Required Lenders (which written consent may be provided via emailin all respects, including by counsel authorizing the Jamaican Borrower to reject the Lenders):Sherwin Contract pursuant to section 365 of the Bankruptcy Code. (aii) no later than one On or before the date that is five days after the Petition Date, the Interim Order shall have been entered by the Bankruptcy Court. (1iii) calendar day On or before the date that is 15 Business Days after the Petition Date, the Debtors shall file a motion seeking approval of the Downstream Sale Process (such motion, the “Downstream Sale Motion” and such auction, to the extent necessary, the “Downstream Auction”). (iv) On or before the date that is 35 days after the Petition Date, the Final Order authorizing and approving the DIP Term Loan Facility and the DIP ABL Facility and the transactions contemplated thereby, in form and substance reasonably acceptable satisfactory to the Administrative Agent and the Required Lenders, seeking approval on an interim and final basis of shall have been entered by the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order);Bankruptcy Court. (bv) no later than three (3) calendar On or before the date that is 45 days after the Petition Date (orDate, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motionfinal order, in form and substance acceptable to the Required LendersLenders in all respects, seeking approval of approving the Downstream Sale Process shall have been entered by the Bankruptcy Court, which order shall permit the Prepetition Term Lenders to credit bid procedures in respect of an Acceptable Sale Transaction for all or substantially all any portion of the amounts outstanding under the Prepetition Term Loan Agreement and/or the DIP Term Loan Facility and shall contain expense reimbursements acceptable to the Required Lenders in their reasonable discretion. (vi) On or before the date that is 45 Business Days after the Petition Date, the Debtors’ assets aluminum smelter located in New Madrid, Missouri shall have been idled. (vii) On or before the date that is 60 days after the Petition Date, either (i) a final order, in form and substance acceptable to the Required Lenders in all respects, shall include, among other things, notice and consent rights in favor have been entered by the Bankruptcy Court authorizing the Jamaican Borrower to reject the Sherwin Contract pursuant to section 365 of the Bankruptcy Code or (ii) a final order, in form and substance acceptable to the Required Lenders for Asset Sales in all respects, shall have been entered by the Bankruptcy Court pursuant to rule 9019 of the Bankruptcy Rules approving the Sherwin Settlement and going concern sales (the “Bidding Procedures Motion”);Sherwin Settlement shall have become effective. (cviii) no later than five (5) calendar On or before the date that is 60 days after the Petition Date, the Bankruptcy Court Acceptable Business Plan shall enter have been provided to the Interim OrderLenders. (ix) On or before the date that is 95 days after the Petition Date, a final order, in form and substance acceptable to the Required Lenders in all respects (i) approving the sale of the Debtors’ assets and property that comprise the Downstream Business (the “Downstream Asset Sale”) and (ii) providing that the liens and claims of the Lenders, Prepetition ABL Lenders and the Prepetition Term Lenders shall attach to the proceeds of the Downstream Asset Sale in accordance with the provisions of the Final Order and Intercreditor Agreement; (dx) no later fifteen On or before the date that is 120 days after the Petition Date, closing of the sale of the Downstream Business; (15xi) calendar On or before the date that is 90 days following after the Petition Date, the Debtors shall have filed an Acceptable the Reorganization Plan of Reorganization, an Acceptable Disclosure Statement and related disclosure statement each in a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures OrderPlan Filing Date”);; and (fb) no later than thirty in the event that the Plan Filing Date occurs in accordance with clause (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Datea)(xi), the Debtors shall conduct an auction comply with the following Milestones (an “Auction”) for some, all or substantially all collectively with clause (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Datea)(v), the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale OrderPlan Milestones”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurred.):

Milestones. Each Credit Party During the Support Period, the Company shall ensure use commercially reasonable efforts to implement the satisfaction of Restructuring in accordance with the following milestones (collectively, the “Milestones” and each a “Milestone”), as applicable, unless extended or waived or extended in writing (with the consent of email from counsel being sufficient) by the Required Lenders (which written consent may be provided via emailConsenting First Lien Noteholders, including by counsel to the Lenders):Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders:2 (a) a. no later than one 11:59 p.m. (prevailing Eastern Time) on April 1) calendar day after the Petition Date, 2019, the Debtors Company Entities shall file a motion, in form and substance reasonably acceptable to have commenced the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined Chapter 11 Cases in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales Bankruptcy Court (the “Bidding Procedures MotionPetition Date”); (c) b. as soon as reasonably practicable, but in no event later than five the date that is three (53) calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim DIP Order;; 2 The date of each Milestone provided for in this Section 3 shall be calculated in accordance with Rule 9006 of the Federal Rules of Bankruptcy Procedure. (d) c. as soon as reasonably practicable, but in no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no event later than twentythe date that is forty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (3045) calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Final DIP Order; (g) d. as soon as reasonably practicable, but in no event later than thirty the date that is sixty (3060) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following after the Petition Date, the Bankruptcy Court shall enter one or more orders approving have entered the sale of someRSA Order, all, or substantially all of the Debtors’ assets, in each case in form BCA Approval Order and substance reasonably acceptable to the Required Lenders (the “Sale Debt Backstop Order”); (k) e. as soon as reasonably practicable, but in no event later than fifty the date that is ninety (5090) calendar days following after the Petition Date, the Bankruptcy Court shall enter have entered the Disclosure Statement Order; (l) f. as soon as reasonably practicable, but in no event later than ninety the date that is one hundred and twenty-five (90125) calendar days following after the Petition Date, the Bankruptcy Court hearing to consider confirmation of the Plan shall enter the Confirmation Orderhave begun; and (m) g. as soon as reasonably practicable, but in no event later than ninety-five the date that is one hundred and fifty (95150) calendar days following after the Petition Date, the Plan Effective Date shall have occurredoccur; provided that, the Milestones set forth in Sections (3)(e), (3)(f) and (3)(g) shall be extended by the number of days (not to exceed thirty-five (35) days for purposes of this clause) by which the deadline to file schedules of assets and liabilities and statements of financial affairs is extended beyond forty-five (45) calendar days, in the event the Company receives such an extension.

Milestones. Each Credit Party shall ensure the satisfaction of the The following milestones (collectively, the “Milestones” and each a “Milestone”)) shall apply to this Amended Agreement, unless waived extended or extended with the consent of the Required Lenders (which written consent may be provided via email, including agreed to in writing by counsel to the Lenders):Debtors, counsel to the Requisite Consenting Second Lien Creditors, and counsel to the Requisite Commitment Parties: (a) by no later than one (1) calendar day after the Petition DateOctober 11, 2017, the Debtors shall file a motionthe (i) the Approved Plan, in form (ii) the Disclosure Statement, (iii) the motion seeking entry of the Disclosure Statement Order, and substance reasonably acceptable to (iv) (x) the Required Lenders, motion seeking approval on an interim and final basis of the DIP Facility Amended BCA (including payment of the Put Option Premium), (y) Rights Offering procedures, and (z) payment of related premiums, fees and expenses and related forms (the Adequate Protection (as defined in the Interim DIP Order“BCA Motion”); (b) by no later than three the forty-fifth (345th) calendar days day after the Petition Date (or, to date the extent such calendar day is not a Business DayDisclosure Statement and BCA Motion are filed, the next Business Day thereafterBankruptcy Court shall have entered (i) the Disclosure Statement Order and (ii) an order approving (A) the Amended BCA (including payment of the Put Option Premium), the Debtors shall file a motion(B) Rights Offering procedures, in form and substance acceptable to the Required Lenders(C) payment of related premiums, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for fees and expenses (such order containing all or substantially all of the Debtors’ assets that shall includesuch approvals, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures MotionBCA Approval Order”); (c) by no later than five the sixtieth (560th) calendar days day after the Petition Datedate that the Bankruptcy Court enters the Disclosure Statement Order and the BCA Approval Order, the Bankruptcy Court shall enter have entered the Interim Confirmation Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) by no later than the twenty-five fifth (2525th) calendar days following the filing day (subject to Section 2.3(a) of the Bidding Procedures Motion, Amended BCA) after the Bankruptcy Court shall enter an order approving entry of the Bidding Procedures Motion in form and substance acceptable to the Required Lenders Confirmation Order (the “Bidding Procedures OrderOutside Date”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurred.

Milestones. Each Credit Party shall ensure Notwithstanding anything to the satisfaction of contrary in the Term Sheet, the following milestones (collectively, the “Milestones” and each a “Milestone”)) shall apply to this Agreement unless extended, unless modified or waived or extended with the consent of in writing by the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders):Consenting Creditors: (a) no later than one (1) calendar day after the Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days Business Days after the Petition Agreement Effective Date, the Company Parties, EchoStar and DNC shall have satisfied their obligations with respect to each Execution Date (orTransaction as set forth in the Term Sheet, including by satisfying in full, in cash, DBS’s payment of its portion of the Claim Settlement Amount to the extent such calendar day is not a Supporting Noteholders in the amount of $75,000,000, by wire transfer of immediately available funds to the account(s) designated by the Required Consenting Creditors; (b) on or as soon reasonably practicable following the AT&T Closing Date, and no later than three (3) Business DayDays after the AT&T Closing Date, the next Business Day thereafterIntercompany Transactions shall have occurred as set forth in the Term Sheet; provided that if payment of the 2021 Intercompany Loan – Tranche B (as defined in the Term Sheet) as set forth in the Intercompany Transactions has not been made by December 1, 2026, it will be made on such date; ​ ​ ​ 5 Unless required to be disclosed by applicable Law, under no circumstance shall any Consenting Creditor signature pages, the identity of the holder(s), or the Debtors shall file a motionamount of holdings be disclosed publicly or to any other party, or used in form and substance acceptable any litigation or for any purpose other than to confirm that the Required Lenders, seeking approval of bid procedures requirements contained in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”);Section 3 are satisfied. ​ ​ (c) no later than five (5) calendar days after the Petition Election Date, the Bankruptcy Court Company Parties shall enter have notified Ad Hoc Group Counsel in writing of whether they are making the Interim OrderChapter 11 Election; provided that the Election Date may be extended in accordance with the section of the Term Sheet entitled “Company Party Election”; (d) no later fifteen (15) calendar days following if the Petition Company Parties do not make the Chapter 11 Election on or before the Election Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order;: (i) no later than forty-five 11:59 p.m. (45prevailing Eastern Time) calendar days following on the Petition earlier of (x) the date that the Company Parties have notified Ad Hoc Group Counsel that they are not making the Chapter 11 Election and (y) the Election Date, the Debtors Company Parties shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to have commenced the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders Exchange Transaction (the “Sale OrderExchange Commencement Date”); (kii) no later than fifty 11:59 p.m. (50prevailing Eastern Time) calendar days following on the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurred.date that is twenty

Milestones. Each Credit Party The following Milestones shall ensure the satisfaction of the following milestones (collectively, the “Milestones” and each a “Milestone”), apply to this Agreement unless extended or waived or extended with the consent of in writing by the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders):Consenting Senior Noteholders in their sole discretion: (a) By no later than one (1) calendar day Business Day after the Agreement Effective Date, each Company Party shall have commenced a Chapter 11 Case; (b) On the Petition Date, the Debtors shall file a motionhave filed the Plan, in form Disclosure Statement, First Day Pleadings, and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”)Solicitation Materials; (c) By no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim OrderDIP Order in form and substance reasonably acceptable to the Required Consenting Senior Noteholders and the Company Parties; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) By no later than twenty-five (255) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter have entered an order (i) conditionally approving the Final OrderDisclosure Statement and (ii) authorizing the distribution of the Solicitation Materials; (ge) By no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than fortythirty-five (4535) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following after the Petition Date, the Bankruptcy Court shall enter one or more orders approving have entered (i) the sale of some, all, or substantially all of Final DIP Order and (ii) the Debtors’ assets, in each case Equity Rights Offering Backstop Commitment Order in form and substance reasonably acceptable to the Required Lenders (Consenting Senior Noteholders and the “Sale Order”)Company Parties; (kf) By no later than fifty (50) calendar days following after the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter have entered the Confirmation OrderOrder in form and substance reasonably acceptable to the Required Consenting Senior Noteholders and the Company Parties; and (mg) By no later than ninetysixty-five (9565) calendar days following after the Petition Date, the Plan Effective Date shall have occurred.

Milestones. Each Credit Party 4.01. The Debtors shall ensure implement the satisfaction of Restructuring Transactions in accordance with the following milestones (collectivelywhich, to the “Milestones” and each a “Milestone”extent such date (including any extension thereof), unless waived or extended with the consent does not consist of a date certain, shall be calculated under Rule 9006 of the Bankruptcy Rules) unless extended in writing by the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders):Consenting Noteholders: (a) no later than one (1) calendar day after January 17, 2023, the Petition Date, the Debtors Date shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order)have occurred; (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim DIP Order; (dc) no later fifteen (15) calendar than 21 days following after the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and (i) delivered to counsel to the Ad Hoc Noteholder Group a motion to approve the Acceptable Disclosure Statement in form and substance business plan that is acceptable to the Required LendersConsenting Noteholders and (ii) populated a data room with marketing materials that are acceptable to the Required Consenting Noteholders and delivered to counsel to the Ad Hoc Noteholder Group outreach target lists, teaser materials, and other marketing materials reasonably requested by the Ad Hoc Group Advisors related to a process to market and sell substantially all of the Debtors’ assets; (ed) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar 35 days after the Petition Date, the Bankruptcy Court shall enter have entered the Final DIP Order; (ge) no later than thirty (30) calendar 60 days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following after the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to have filed the Bidding Procedures OrderPlan and Disclosure Statement with the Bankruptcy Court; (jf) no later than fifty (50) calendar 105 days following after the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter have entered the Confirmation Order; and (mg) no later than ninety-five (95) calendar 120 days following after the Petition Date, the Plan Effective Date shall have occurred. 4.02. Upon the failure of the Debtors to satisfy any of the Milestones set forth in Section 4.01 which has not been waived or extended in a manner consistent with this Agreement, the Required Consenting Noteholders shall have the option (the exercise of such option, a “Toggle Event”) to require the Debtors to initiate a process to market and sell substantially all of their assets, which process shall be acceptable to the Required Consenting Noteholders and the Debtors. Upon a Toggle Event, the Milestones set forth in Section 4.01 that occur after such Toggle Event shall be replaced in their entirety by the following milestone (which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Bankruptcy Rule 9006) unless extended in writing by the Required Consenting Noteholders: (a) no later than 55 days after the Toggle Event, the Bankruptcy Court shall have entered the Sale Order.

Milestones. Each Credit Party shall ensure the satisfaction of the The following milestones shall apply to this Agreement (collectively, the “Milestones” and each a “Milestone”), unless which in each case may be waived or extended with in writing by the consent of the Required Lenders Consenting Stakeholders (which written consent may be provided via email, including by electronic mail among counsel to the Lendersis sufficient): (a) no later than one (1) calendar day after the Petition DateDecember 12, 2023, the Debtors and the DIP Secured Parties shall file a motion, in form agree on an amended Approved Budget and substance reasonably acceptable corresponding amendments to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order)Loan Documents; (b) by no later than three December 13, 2023 the Bankruptcy Court shall have entered the Disclosure Statement Order, which Disclosure Statement Order shall provide that the date upon which votes to accept or reject the Plan must be submitted shall be no later than January 22, 2024; (3c) calendar days after the Petition Date (orby no later than December 8, to the extent such calendar day is not a Business Day, the next Business Day thereafter)2023, the Debtors shall file a motionhave commenced the sale and marketing process for the Other Amyris Assets; (d) no later than December 20, 2023, the Bankruptcy Court shall have entered the order approving the Other Assets Bidding Procedures (the “Other Assets Bidding Procedures Order”); provided, that the Other Assets Bidding Procedures Order shall be in form and substance acceptable to the Required LendersDIP Agent, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the DebtorsCreditors’ assets that Committee, and the Ad Hoc Group and shall include, among other thingswithout limitation, notice (x) the date upon which preliminary bids and consent rights in favor qualified bids for the Other Amyris Assets shall be submitted, which shall not be later than January 16, 2024, and the date the sale hearing for the Other Amyris Assets shall occur, which shall not be later than January 24, 2024, the terms and conditions of acceptance of a qualified bid, and (z) the distribution of 100% of the Net Proceeds from the Other Amyris Asset Sale Transaction, which shall, for the avoidance of doubt, be subject in all respects to the Liens and claims of the DIP Lender and the Foris Prepetition Secured Lenders and shall be paid (I) on the Plan Effective Date of the Plan, to fund payment of the Plan Effective Date Funding Amount, (II) to the DIP Lender and/or the Foris Prepetition Secured Lenders in order of priority and applied to the Loans and the Foris Prepetition Obligations as determined by the DIP Lenders and the Foris Prepetition Secured Lenders in their sole discretion, and (III) any remaining balance, if any, shall be retained by the Debtors for Asset Sales distribution to other holders of allowed claims and going concern sales interests, as applicable; provided, that as set forth in the DIP Orders, the DIP Agent and the Foris Prepetition Secured Lenders shall have the right to credit bid (or assume) up to the “Bidding Procedures Motion”)full amount of the DIP Secured Obligations and Foris Prepetition Obligations, respectively, in connection with such sale; (ce) in the event of a Sale Option under the Plan, an order approving the sale of the Other Amyris Assets in accordance with Other Amyris Assets Bidding Procedures, shall have been entered no later than five January 25, 2024; (5f) calendar days after the Petition Dateby no later than January 25, 2024, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter entered the Confirmation Order; and (mg) by no later than ninety-five (95) calendar days following the Petition DateFebruary 15, 2024, the Plan Effective Date of the Plan shall have occurred.

Milestones. Each Credit Party shall ensure the satisfaction of the following milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) no later than one (1) calendar day after the Petition Date, the Debtors shall file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) By no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Datedate of the Sale Notice, Borrower shall commence a full process to sell one or more Cannabis Licenses, as determined in Borrower’s reasonable discretion (subject to clause (v) below), and related properties (including, without limitation, the deadline for submission Collateral Properties) and operations held by the Loan Parties (the “Sale Assets”). As part of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order;such sale process: (i) By no later than fortysixty (60) days following the date of the Sale Notice, Borrower shall provide Agents with proposals from no less than three (3) investment banks or brokers for running the sale process, which investment banks or brokers shall be subject to Agents’ approval in its reasonable discretion, and such proposals shall include detailed compensation information for each investment bank or broker; (ii) By no later than sixty-five (4565) calendar days following the Petition Datedate of the Sale Notice, Borrower shall indicate to Agents the Debtors investment bank or broker that it seeks to retain, provided that the retention of such investment bank or broker shall conduct an auction (an “Auction”) for some, all or substantially all (be subject to Agents’ approval in one or multiple sales) of their assets pursuant to the Bidding Procedures Orderits reasonable discretion; (jiii) Borrower shall retain such investment bank or broker by no later than fifty seventy (5070) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all date of the Debtors’ assets, in each case in form Sale Notice and substance reasonably acceptable provide a signed copy of the engagement letter between Borrower and the selected investment bank or broker to Agents by no later than eight-five (85) days following the Required Lenders (date of the “Sale Order”)Notice; (kiv) no later than fifty (50) calendar days following Borrower shall cause the Petition Date, selected investment bank or broker to commence the Bankruptcy Court shall enter the Disclosure Statement Order; (l) marketing process by no later than ninety (90) calendar days following the Petition Datedate of the Sale Notice, and shall cooperate with the investment bank or broker to facilitate such marketing process, including by providing (for access by potential bidders) all information reasonably requested by the investment bank or broker; (v) Borrower shall include in the sale process the Sale Assets expected (based on valuations by the investment bank or broker) to yield proceeds sufficient to repay all Obligations in full in cash (including any premiums, exit fees, penalties and/or default interest). If the sale of all Sale Assets held by the Loan Parties would not be expected to yield sufficient proceeds to repay all Obligations in full in cash (including any premiums, exit fees, penalties and/or default interest), the Bankruptcy Court sale process will be for all Sale Assets held by the Loan Parties. (vi) Borrower shall enter request initial letters of interest, along with each such potential buyer’s qualifications, by no later than one hundred thirty (130) days following the Confirmation Orderdate of the Sale Notice and signed letters of intent by no later than one hundred fifty (150) days following the date of the Sale Notice; (vii) Borrower shall have signed purchase agreement(s) for the sales of the Sale Assets by no later than one hundred sixty five (165) days following the date of the Sale Notice; and (mviii) Borrower shall close such sales by no later than ninety-two hundred twenty five (95225) calendar days following the Petition Date, date of the Plan Effective Date shall have occurredSale Notice.

Milestones. Each Credit Party The Borrower shall ensure the satisfaction achieve each of the following milestones (collectively, as the “Milestones” and each a “Milestone”), unless waived or same may be extended from time to time with the consent of the Required Lenders (which written consent may be provided via emailAgent, including by counsel the “Milestones”), each in a manner and in form and substance satisfactory to the Lenders):Agent and the Plan Sponsor: (i) Commence the chapter 11 cases no later than August 14, 2023 (ii) File with the Bankruptcy Court no later than August 14, 2023: (a) no later than one schedules and statement of financial affairs; (1b) calendar day after the Petition Date, the Debtors shall file an application to retain a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval claims agent; (c) a motion for orders approving this Agreement on an interim (an “Interim Financing Order”) and final basis of (a “Final Financing Order”) basis; (d) a motion to continue cash management; (e) such other first day papers as may be approved or requested by the DIP Facility and Borrower or the Adequate Protection Agent; (as defined in f) the Interim DIP Order); Plan; (bg) no later than three (3) calendar days after the Petition Date (or, disclosure statement relating to the extent such calendar day is not Plan; (h) a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, motion seeking approval of bid procedures in respect entry of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales order (the “Bidding Procedures Prepack Scheduling Order”) scheduling and approval for a combined hearing on the Plan and disclosure statement, setting an objection deadline with respect thereto, establishing related confirmation procedures and approving the disclosure statement on an interim basis; (i) a motion seeking the Bankruptcy Court’s approval of assumption of the Restructuring Agreement; (j) the NOL Motion”);; and (k) a motion for approval of bar dates. (ciii) no later than five (5) calendar days after the Petition Date, the The Bankruptcy Court shall enter no later than August 15, 2023: the Interim Financing Order;, the Prepack Scheduling Order and the interim order approving the NOL Motion. (div) no later fifteen (15) calendar days following File with the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and Bankruptcy Court a motion to approve the Acceptable Disclosure Statement in form retain professionals and substance acceptable to the Required Lenders; (e) an interim compensation motion no later than twenty-five August 24, 2023. (25v) calendar days following the filing of the Bidding Procedures Motion, the The Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) bar date motion no later than thirty August 29, 2023. (30vi) calendar days after the Petition Date, the The Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following September 14, 2023: the Petition DateFinal Financing Order, an order authorizing the deadline for submission of non-binding indications of interest for some, all, or substantially all of Debtors to assume the Debtors’ assets shall have occurred pursuant to Restructuring Agreement and the Bidding Procedures Order;final order approving the NOL Motion. (hvii) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the The Bankruptcy Court shall enter one or more orders approving an order establishing the sale general bar date for filing proofs of some, all, or substantially all claim of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty October 2, 2023. (50viii) calendar days following the Petition Date, the The Bankruptcy Court shall enter an order approving the Disclosure Statement Order; (l) disclosure statement and the Plan no later than ninety (90) calendar days following the Petition DateOctober 6, the Bankruptcy Court shall enter the Confirmation Order; and2023. (mix) The Effective Date of the Plan shall occur no later than ninety-five (95) calendar days following the Petition DateOctober 13, the Plan Effective Date shall have occurred2023.

Milestones. Each Credit Party As provided in and subject to Section 15 hereof, the Debtors shall ensure implement the satisfaction of Restructuring on the following milestones timeline (collectivelyeach deadline, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders):Milestone”):2 (a) no later than one September 28, 2023 at 11:59 p.m. (1prevailing Eastern Time), each of the Debtors shall commence the Chapter 11 Cases by filing petitions for relief under chapter 11 of the Bankruptcy Code with the Bankruptcy Court (such filing date, the “Petition Date”); (b) calendar day after no later than the Petition Date, the Debtors shall file have filed with the Bankruptcy Court: (i) the Plan; (ii) the Disclosure Statement; (iii) a motionmotion seeking, among other things, entry of an order (a) approving the procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan, (b) approving the Solicitation Materials, and (c) scheduling the hearing to consider final approval of the Disclosure Statement and confirmation of the Plan (the “Confirmation Hearing”); (iv) a motion seeking approval of the DIP Facility (to be requested to be heard on shortened time); and (v) any “first day” motions; each of which shall be in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection (as defined in the Interim DIP Order);Purchaser. (bc) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business DayDate, the next Business Day thereafter)Bankruptcy Court shall have entered an interim order approving the DIP Facility, the Debtors which order shall file a motion, be in form and substance acceptable to the Required LendersPurchaser; 2 In computing any period of time prescribed or allowed under this Agreement, seeking approval the provisions of bid procedures in respect Federal Rule of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that Bankruptcy Procedure 9006(a) shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”);apply. (cd) no later than thirty-five (535) calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim Order; (d) no later fifteen (15) calendar days following final order approving the Petition DateDIP Facility, the Debtors which order shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement be in form and substance acceptable to the Required LendersPurchaser; (e) no later than twentythirty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (3035) calendar days after the Petition Date, the Bankruptcy Court shall enter have held the Final Confirmation Hearing and entered an order confirming the Plan and approving the Disclosure Statement (the “Confirmation Order”), which Confirmation Order shall be in form and substance acceptable to the Purchaser; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (if) no later than forty-five two (4542) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following after the Petition Date, the Plan shall become effective (the “Effective Date shall have occurredDate”); Each of the Milestones may be extended or waived with the express prior written consent of the Purchaser.

Milestones. Each Credit Party The Borrower shall, or shall ensure the satisfaction of cause the following milestones to occur, by the times and dates set forth below (collectively, the “Milestones” as any such time and each a “Milestone”), unless waived or date may be extended with the consent of the Required New Incremental Loan Lenders (or the New Incremental Loan Lenders Advisors at the direction of the Required New Incremental Loan Lenders, which written consent may be delivered via electronic mail); provided via emailthat where used in this Section 5.12(b), including any “delivery” required by counsel this Section 5.12(b) shall require delivery to the LendersAdministrative Agent (which shall reasonably promptly furnish to each of the Lenders and the Lender Advisors, as well as to any other Person specified below): (ai) Borrower will enter into the RSA in form and substance acceptable to the New Incremental Loan Lenders on or prior to the New Incremental Loan Closing Date; (ii) [Reserved]; (iii) By March 16, 2020, the Borrower shall provide to the New Incremental Loan Lenders final versions of first day pleadings, Chapter 11 Plan and Chapter 11 Plan Disclosure Statement, in each case, in form and substance reasonably satisfactory to the Required New Incremental Loan Lenders; (iv) By no later than one (1) calendar day after the Petition DateMarch 16, 2020, the Debtors Borrower shall file a motion, commence solicitations of consents to the Chapter 11 Plan pursuant to and in accordance with definitive documents in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility New Incremental Loan Lenders and the Adequate Protection (as defined in the Interim DIP Order)Borrower; (bv) By no later than three (3) calendar days after March 16, 2020, the Borrower shall cause the Petition Date (or, to occur in order to implement the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”)Chapter 11 Case; (cvi) By no later than five (5) calendar days after the Petition Date, the Bankruptcy Court Borrower shall enter the Interim Order; file (di) no later fifteen a Chapter 11 Plan Disclosure Statement, (15ii) calendar days following the Petition DateChapter 11 Plan, the Debtors votes for which shall have filed already been solicited, and (iii) a motion seeking entry of an Acceptable order scheduling a combined hearing with respect to Chapter 11 Plan of Reorganization, an Acceptable confirmation and Chapter 11 Plan Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders approval (the “Bidding Procedures Prepack Scheduling Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required New Incremental Loan Lenders (and the “Sale Order”)Borrower; (kvii) By no later than fifty five (505) calendar days following the Petition Date, the Bankruptcy Court shall enter (i) an interim order authorizing a DIP Facility to be provided by the Disclosure Statement New Incremental Loan Lenders (the “DIP Facility”) in form and substance acceptable to the Required New Incremental Loan Lenders and the Borrower, and (ii) the Prepack Scheduling Order; (lviii) By no later than ninety forty-five (9045) calendar days following the Petition Date, the Bankruptcy Court shall enter a final order authorizing the Confirmation Order; andDIP Facility, in form and substance reasonably acceptable to the Required New Incremental Loan Lenders and the Borrower; (mix) By no later than ninety-five sixty (9560) calendar days following the Petition Date, the Bankruptcy Court shall enter an order confirming the Chapter 11 Plan, in form and substance reasonably acceptable to the Required New Incremental Loan Lenders and the Borrower; and (x) By no later than seventy-five (75) days following the Petition Date, the effective date of the Chapter 11 Plan Effective Date shall have occurred.

Milestones. Each Credit Party shall ensure the satisfaction of the following milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) By no later than ten (10) days following the date of the Sale Notice, Borrower shall commence a full process to sell one or more Cannabis Licenses, as determined in Borrower’s reasonable discretion (1subject to clause (v) calendar day after the Petition Datebelow), and related properties (including, without limitation, the Debtors shall file a motion, in form Collateral Properties) and substance reasonably acceptable to operations held by the Required Lenders, seeking approval on an interim and final basis Loan Parties (the “Sale Assets”). As part of such sale process: (i) By no later than twenty (20) days following the date of the DIP Facility Sale Notice, Borrower shall provide Agent and the Adequate Protection (as defined in the Interim DIP Order); (b) Lenders with proposals from no later less than three (3) calendar days after investment banks or brokers for running the Petition Date (orsale process, which investment banks or brokers shall be subject to the extent Lenders’ approval in its reasonable discretion, and such calendar day is not a Business Day, the next Business Day thereafter), the Debtors proposals shall file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction include detailed compensation information for all each investment bank or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”)broker; (cii) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) By no later than twenty-five (25) calendar days following the filing date of the Bidding Procedures MotionSale Notice, Borrower shall indicate to Agent and the Bankruptcy Court Lenders the investment bank or broker that it seeks to retain, provided that the retention of such investment bank or broker shall enter an order approving the Bidding Procedures Motion in form and substance acceptable be subject to the Required Lenders (the “Bidding Procedures Order”);Lenders’ approval in their reasonable discretion; LEGAL*65859792.17 (fiii) Borrower shall retain such investment bank or broker by no later than thirty (30) calendar days after following the Petition Date, date of the Bankruptcy Court shall enter Sale Notice and provide a signed copy of the Final Orderengagement letter between Borrower and the selected investment bank or broker to Agent; (giv) no later than thirty (30) calendar days following Borrower shall cause the Petition Date, selected investment bank or broker to commence the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) marketing process by no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all date of the Debtors’ assets Sale Notice, and shall have occurred pursuant cooperate with the investment bank or broker to facilitate such marketing process, including by providing (for access by potential bidders) all information reasonably requested by the Bidding Procedures Orderinvestment bank or broker; (iv) no later than forty-five Borrower shall include in the sale process the Sale Assets expected (45based on valuations by the investment bank or broker) calendar days following the Petition Dateto yield proceeds sufficient to repay all Obligations in full in cash (including any premiums, the Debtors shall conduct an auction (an “Auction”) for someexit fees, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving penalties and/or default interest). If the sale of someall Sale Assets held by the Loan Parties would not be expected to yield sufficient proceeds to repay all Obligations in full in cash (including any premiums, allexit fees, or substantially penalties and/or default interest), the sale process will be for all of Sale Assets held by the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”);Loan Parties. (kvi) no later than fifty (50) calendar days following the Petition DateBorrower shall request initial letters of interest, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) along with each such potential buyer’s qualifications, by no later than ninety (90) calendar days following the Petition Date, date of the Bankruptcy Court Sale Notice and signed letters of intent by no later than one hundred ten (110) days following the date of the Sale Notice; (vii) Borrower shall enter have signed purchase agreement(s) for the Confirmation Ordersales of the Sale Assets by no later than one hundred twenty five (125) days following the date of the Sale Notice; and (mviii) Borrower shall close such sales by no later than ninety-five one hundred eighty (95180) calendar days following the Petition Date, date of the Plan Effective Date shall have occurredSale Notice.

Milestones. Each Credit Party shall ensure After the satisfaction date of this Agreement, if Seller commences or becomes subject of a case under the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”), or such a case is commenced against Seller, at any time before the Delivery Window Deadline for any undelivered Aircraft has not yet expired and so long as no Termination Event has occurred (any such bankruptcy case occurring, a “Bankruptcy Case”), then Seller agrees to complete the following milestones actions on or before the dates specified below (each a “Milestone” and collectively, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) no later than Within one day after the petition date (1the “Petition Date”) calendar day on which such Bankruptcy Case is filed, Seller shall file a motion (the “Sale Approval Motion”) in its Bankruptcy Case pursuant to Sections 363 and 365 seeking approval of, as applicable, the Transaction Documents and the assumption of such agreements and shall reasonably seek, subject to the bankruptcy court’s availability, to schedule the hearing on such Sale Approval Motion within thirty days after the Petition Date; and (b) within forty-five (45) days after such motion is so filed, the Debtors bankruptcy court overseeing the Seller’s Bankruptcy Case shall file a motionenter an order, in form and substance reasonably acceptable to Buyer, approving, as applicable, the Required LendersTransaction Documents and the assumption of such agreements, seeking approval on an interim under Sections 363 and final basis 365 of the DIP Facility Bankruptcy Code. Buyer, in its sole reasonable discretion, may extend the above deadline(s) for any or all of the Milestones (as extended prior to the then current applicable Milestone(s)) in written notice(s) sent by email to Seller (to the following email addresses: [***] with a copy to: [***]). Without limiting the effect of Section 11.2 hereof, the Parties agree that, so long 1010483421v25 as Seller uses good faith efforts to satisfy the foregoing Milestones, the failure by Seller to attain any Milestones shall not be deemed to be a breach by Seller of the terms of this Agreement or of any Transaction Document. The Sale Approval Motion and the Adequate Protection associated proposed order (as defined in the Interim DIP “Proposed Order); (b”) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall file a motion, in be prepared by Seller. The form and substance acceptable of any amendments or modifications to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court shall enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case such Proposed Order must be in form and substance reasonably acceptable to the Required Lenders (the “Sale Order”); (k) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (m) no later than ninety-five (95) calendar days following the Petition Date, the Plan Effective Date shall have occurredBuyer and Seller.