Common use of Restructuring Documents Clause in Contracts

Restructuring Documents. (a) The Company, the Participating Lenders and the Participating Noteholders undertake to promptly enter into good faith negotiations to agree upon: (i) a Steps Plan (which, once agreed, shall be annexed to this Agreement as a new Schedule); (ii) the Allocations Spreadsheet and Funds Flow; (iii) the precise terms of the Restructuring Documents as soon as reasonably practicable, provided that: (A) the Restructuring Documents shall be consistent in all material respects with the Restructuring Term Sheet and, if applicable, the Steps Plan; (B) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents), the Key Restructuring Documents shall be in form and substance reasonably satisfactory to the Company, the Majority Participating Lenders and the Majority Participating Noteholders (each of whose consents shall not be unreasonably withheld, conditioned or delayed); (C) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents), the Key Consultation Restructuring Documents shall be in form and substance reasonably satisfactory to the Company and the Majority Participating Lenders; provided that the HoldCo Group Parties shall have a consultation right with respect to the Key Consultation Restructuring Documents and the terms of the Key Consultation Restructuring Documents shall: (1) not impair the economic treatment or legal rights of the PCF Debt or Notes held by CayCo or any of its Affiliates as set forth in the Restructuring Term Sheet; or (2) other than as expressly set forth in the Restructuring Term Sheet, not materially adversely or disproportionately affect the treatment of the PCF Debt or Notes held by CayCo or any of its Affiliates (as compared to the treatment of the other Participating PCF Lenders and other Participating Noteholders); and (D) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents), the Key Other Restructuring Documents shall be in form and substance reasonably satisfactory to the Company and the Majority Participating Lenders provided that the HoldCo Group Parties shall have a consultation right with respect to the Key Other Restructuring Documents; (b) The Scheme Companies and each of the other Parties, as applicable, shall use reasonable endeavors to procure that their respective legal advisers, to the extent practicable: (i) provide the legal Advisers with drafts of: (A) the Practice Statement Letter, prior to the date on which the applicable Scheme Company intends to issue the Practice Statement Letter, but in any event no less than ten (10) days in advance of the date set out in paragraph (B) the Explanatory Statement, Scheme Document and all other pleadings to be filed with the Court in the proceedings seeking sanction of the Schemes prior to the date on which the applicable Scheme Company intends to file the relevant document or pleading, but in any event no less than ten (10) days in advance of the date on which the relevant Scheme Company intends to file the relevant document or pleading; (ii) consult in good faith with the legal Advisers regarding the form and substance of any such documents or pleadings the applicable Scheme Company intends to file prior to submitting them in any proceedings before the Court, the Bankruptcy Court or the Canadian Court; and (iii) reasonably in advance of the final date for launching the Schemes pursuant to paragraph (b) of the Restructuring Conditions: (A) coordinate to have the Ad Hoc Group Advisers provide drafts of the following documents to the other Advisers: (1) the New Organizational Documents; (2) the New Shareholders Agreement; and (3) the Backstop Agreement; (B) coordinate to have the HoldCo Advisers provide a draft of the Warrants Agreement to the other Advisers; and (C) provide the legal Advisers with drafts of the New Term Loan Facility Agreement and any related intercreditor agreement.

Restructuring Documents. (a) The Companydefinitive documents and agreements governing the Restructuring (collectively, the Participating Lenders and “Restructuring Documents”) shall consist of the Participating Noteholders undertake to promptly enter into good faith negotiations to agree upon: following: (i) a Steps Plan the motion seeking approval of authority to use cash collateral and grant adequate protection (whichthe “Cash Collateral Motion”) and the interim and final orders to be entered by the Bankruptcy Court approving such motion (respectively, once agreedthe “Interim Cash Collateral Order” and the “Final Cash Collateral Order” and, shall be annexed to this Agreement as a new Schedule); together, the “Cash Collateral Orders”) consistent with the Restructuring Term Sheet; (ii) the Allocations Spreadsheet Plan (and Funds Flow; all exhibits and supplements thereto, which in each case shall be consistent with the Restructuring Term Sheet), it being acknowledged and agreed that a condition precedent to consummation of the Plan shall be that this Agreement remains in full force and effect; (iii) the precise terms disclosure statement with respect to such Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and Solicitation Materials and the order to be entered by the Bankruptcy Court approving the Disclosure Statement and Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “Disclosure Statement Order”); (iv) the documents evidencing and securing the DIP Loan and the final order to be entered by the Bankruptcy Court approving the DIP Loan (the “DIP Loan Order”): (v) the order to be entered by the Bankruptcy Court confirming the Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order; (vi) documentation relating to any exit financing; (vii) the Backstop Commitment Agreement and the rights offering documents and procedures consistent with the Restructuring Term Sheet (and all exhibits and other documents and instruments related thereto); (viii) those motions and proposed court orders that the Company files with the Bankruptcy Court on or after the Petition Date and seeks to have heard on an expedited basis at the “first day hearing” (the “First Day Pleadings”) and on a final basis at the “second day hearing” (the “Second Day Pleadings”); (ix) the business plan and fleet plan for the reorganized Company; (x) the documents or agreements for the governance of the reorganized Company, including any shareholders’ agreements and certificates of incorporation; (xi) the documents or agreements related to the MIP (as defined in the Restructuring Term Sheet) and (xii) such other documents, pleadings, agreements or supplements as may be reasonably necessary or advisable to implement the Restructuring. (b) The Restructuring Documents remain subject to negotiation and completion as soon of the RSA Effective Time (as reasonably practicabledefined below); and such Restructuring Documents, provided that: (A) the Restructuring Documents including any amendments, supplements or modifications thereof, shall be contain terms and conditions consistent in all material respects with this Agreement and the Restructuring Term Sheet andSheet, if applicable, and shall otherwise be in form and substance reasonably acceptable to each of the Steps Plan; (B) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents), Debtors and the Key Restructuring Documents Required Supporting Secured Noteholders; provided that the Cash Collateral Orders shall be in form and substance reasonably satisfactory acceptable to the CompanyRequired Supporting Secured Noteholders; provided, further, that the Majority Participating Lenders DIP Credit Agreement and the Majority Participating Noteholders (each of whose consents shall not be unreasonably withheld, conditioned or delayed); (C) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents), the Key Consultation Restructuring Documents all related documents thereto shall be in form and substance reasonably satisfactory acceptable to each of the Company Debtors and the Majority Participating Lenders; provided that the HoldCo Group DIP Commitment Parties shall have a consultation right with respect to the Key Consultation Restructuring Documents and the terms of the Key Consultation Restructuring Documents shall: (1) not impair the economic treatment or legal rights of the PCF Debt or Notes held by CayCo or any of its Affiliates as set forth in the Restructuring Term Sheet; or (2) other than as expressly set forth in the Restructuring Term Sheet, not materially adversely or disproportionately affect the treatment of the PCF Debt or Notes held by CayCo or any of its Affiliates (as compared to the treatment of the other Participating PCF Lenders and other Participating Noteholders); and (D) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents), the Key Other Restructuring Documents DIP Loan Order shall be in form and substance reasonably satisfactory acceptable to the Company and the Majority Participating Lenders provided that the HoldCo Group Parties shall have a consultation right with respect to the Key Other Restructuring Documents; (b) The Scheme Companies and each of the other Debtors and the Required DIP Commitment Parties; provided, as applicablefurther, that the Backstop Commitment Agreement and the rights offering documents and procedures shall use reasonable endeavors be in form and substance acceptable to procure that their respective legal advisers, each of the Debtors and the Required Backstop Commitment Parties. Notwithstanding anything to the extent practicable: (i) contrary contained herein, the agreement of the Parties to consummate the Restructuring shall be subject to the completion of all necessary and/or appropriate definitive documentation, including the Restructuring Documents, and the fiduciary obligations of the Debtors. The Company acknowledges and agrees that it will provide advance draft copies of all Restructuring Documents to counsel to the legal Advisers with drafts of: (A) the Practice Statement Letter, Secured Notes Ad Hoc Group as soon as practicable prior to the date on which the applicable Scheme time any Company intends to issue the Practice Statement Letter, but in any event no less than ten (10) days in advance of the date set out in paragraph (B) the Explanatory Statement, Scheme Document and all other pleadings to be filed with the Court in the proceedings seeking sanction of the Schemes prior to the date on which the applicable Scheme Company Party intends to file the relevant document such pleading or pleading, but in any event no less than ten (10) days in advance of the date on which the relevant Scheme Company intends to file the relevant document or pleading; (ii) consult in good faith with the legal Advisers regarding the form and substance of any such documents or pleadings the applicable Scheme Company intends to file prior to submitting them in any proceedings before the Court, the Bankruptcy Court or the Canadian Court; and (iii) reasonably in advance of the final date for launching the Schemes pursuant to paragraph (b) of the Restructuring Conditions: (A) coordinate to have the Ad Hoc Group Advisers provide drafts of the following documents to the other Advisers: (1) the New Organizational Documents; (2) the New Shareholders Agreement; and (3) the Backstop Agreement; (B) coordinate to have the HoldCo Advisers provide a draft of the Warrants Agreement to the other Advisers; and (C) provide the legal Advisers with drafts of the New Term Loan Facility Agreement and any related intercreditor agreementdocument.

Restructuring Documents. (a) The Companydefinitive documents and agreements governing the Restructuring (collectively, the Participating Lenders and “Restructuring Documents”) shall consist of the Participating Noteholders undertake to promptly enter into good faith negotiations to agree upon: following: (i) a Steps Plan the final order to be entered by the Bankruptcy Court approving the use of cash collateral, substantially in the form attached to the Restructuring Term Sheet as Exhibit 2 (whichthe “Final Cash Collateral Order” and, once agreedtogether with the interim order governing the use of cash collateral entered by the Bankruptcy Court on May 14, shall be annexed to this Agreement 2019 [Docket No. 98] (as a new Scheduleamended) (the “Interim Cash Collateral Order”); , the “Cash Collateral Orders”)4 consistent with the Restructuring Term Sheet; (ii) the Allocations Spreadsheet Plan (and Funds Flow; all exhibits and supplements thereto, which in each case shall be consistent with the Restructuring Term Sheet), it being acknowledged 4 In the event of a conflict between the Final Cash Collateral Order and the Interim Cash Collateral Order, the Final Cash Collateral Order shall control. and agreed that a condition precedent to consummation of the Plan shall be that the Approval Order has been entered and each of the Approval Order and this Agreement remains in full force and effect; (iii) the precise disclosure statement with respect to such Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Plan (such materials, collectively, the “Solicitation Materials”), the motion to conditionally approve the Disclosure Statement and Solicitation Materials and the order to be entered by the Bankruptcy Court conditionally approving the Disclosure Statement and Solicitation Materials and allowing solicitation of the Plan to commence (the “Conditional Disclosure Statement Order”), the motion to approve the Disclosure Statement and Solicitation Materials and the order to be entered by the Bankruptcy Court approving the Disclosure Statement and Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “Final Disclosure Statement Order”); (iv) the documents evidencing and securing the DIP Loan and the final order to be entered by the Bankruptcy Court approving the DIP Loan (the “DIP Order”), in each case consistent with the Restructuring Term Sheet; (v) the order to be entered by the Bankruptcy Court confirming the Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order; (vi) documentation relating to the Exit Facility or any other exit financing, in each case consistent with the Restructuring Term Sheet; (vii) the Backstop Commitment Agreement and the rights offering documents and procedures consistent with the Restructuring Term Sheet (provided that, the plan equity value associated therewith shall be as set forth in the Backstop Commitment Agreement, and may differ from the Plan Equity Value (as defined in the Restructuring Term Sheet)) (and all exhibits and other documents and instruments related thereto); (viii) those material motions, applications, and proposed court orders that the Company files with the Bankruptcy Court (the “Bankruptcy Pleadings”); (ix) the business plan and fleet plan for the reorganized Company; (x) the documents or agreements for the governance of the reorganized Company, including any shareholders’ agreements and certificates of incorporation, in each case consistent with the Restructuring Term Sheet; (xi) the documents or agreements related to the MIP (as defined in the Restructuring Term Sheet) consistent with the terms of the Restructuring Documents Term Sheet and (xii) such other material documents, pleadings, agreements or supplements as soon as may be reasonably practicable, provided that:necessary to implement the Restructuring consistent with the terms of the Restructuring Term Sheet. (Ab) the The Restructuring Documents (other than the Bankruptcy Pleadings previously filed with, or approved by, the Bankruptcy Court) remain subject to negotiation and completion as of the RSA Effective Time (as defined below); and such Restructuring Documents, including any amendments, supplements or modifications thereof, shall be contain terms and conditions consistent in all material respects with this Agreement and the Restructuring Term Sheet andSheet, if applicableand shall otherwise be in form and substance reasonably acceptable to each of the Debtors, the Steps Plan; (B) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents)Required Backstop Parties, the Key Restructuring Documents Required Supporting Secured Noteholders and the Required Supporting Unsecured Noteholders; provided that the Final Cash Collateral Order shall be in form and substance reasonably satisfactory acceptable to the CompanyRequired Supporting Secured Noteholders (it being understood that the form attached as Exhibit 2 to the Restructuring Term Sheet is acceptable to all Parties); provided, further, that the Majority Participating Lenders DIP Credit Agreement, all related documents thereto, and the Majority Participating Noteholders (each of whose consents shall not be unreasonably withheld, conditioned or delayed); (C) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents), the Key Consultation Restructuring Documents DIP Order shall be in form and substance reasonably satisfactory acceptable to each of the Company Debtors and the Majority Participating Lenders; Required DIP Lenders (provided that all documents and all amendments to or modifications of any document that would have the HoldCo Group Parties shall have a consultation right with respect to the Key Consultation Restructuring Documents and the terms effect of the Key Consultation Restructuring Documents shall: (1) not impair the economic treatment or legal rights of the PCF Debt or Notes held by CayCo or any of its Affiliates as set forth in the Restructuring Term Sheet; or (2) other than as expressly set forth in the Restructuring Term Sheet, not materially adversely or disproportionately affect altering the treatment of to be provided to any DIP Lender under the PCF Debt or Notes held by CayCo or any of its Affiliates (as compared to the treatment of the other Participating PCF Lenders and other Participating Noteholders); and (D) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents), the Key Other Restructuring Documents Plan shall be in form and substance reasonably satisfactory acceptable to each DIP Lender affected thereby); provided, further, that the Company Backstop Commitment Agreement and the Majority Participating Lenders provided that the HoldCo Group Parties rights offering documents and procedures shall have a consultation right with respect be in form and substance acceptable to the Key Other Restructuring Documents; (b) The Scheme Companies and each of the other Debtors, each DIP Lender and each Backstop Party, including any plan equity value that is set forth in the Backstop Commitment Agreement; provided, further, that the Confirmation Order shall be in form and substance acceptable to each of the Debtors, the Required Backstop Parties, as applicable, shall use reasonable endeavors to procure that their respective legal advisers, the Required Supporting Secured Noteholders and the Required Supporting Unsecured Noteholders. Notwithstanding anything to the extent practicable: (i) contrary contained herein, the agreement of the Parties to consummate the Restructuring shall be subject to the completion of all necessary and/or appropriate definitive documentation, including the Restructuring Documents, and the exercise of the fiduciary obligations and duties of the Debtors. The Company acknowledges and agrees that it will provide advance draft copies of all Restructuring Documents to counsel to the legal Advisers with drafts of: (A) Secured Notes Ad Hoc Group and counsel to the Practice Statement Letter, Unsecured Notes Ad Hoc Group as soon as practicable prior to the date on which the applicable Scheme time any Company intends to issue the Practice Statement Letter, but in any event no less than ten (10) days in advance of the date set out in paragraph (B) the Explanatory Statement, Scheme Document and all other pleadings to be filed with the Court in the proceedings seeking sanction of the Schemes prior to the date on which the applicable Scheme Company Party intends to file the relevant document such pleading or pleading, but in any event no less than ten (10) days in advance of the date on which the relevant Scheme Company intends to file the relevant document or pleading; (ii) consult in good faith with the legal Advisers regarding the form and substance of any such documents or pleadings the applicable Scheme Company intends to file prior to submitting them in any proceedings before the Court, the Bankruptcy Court or the Canadian Court; and (iii) reasonably in advance of the final date for launching the Schemes pursuant to paragraph (b) of the Restructuring Conditions: (A) coordinate to have the Ad Hoc Group Advisers provide drafts of the following documents to the other Advisers: (1) the New Organizational Documents; (2) the New Shareholders Agreement; and (3) the Backstop Agreement; (B) coordinate to have the HoldCo Advisers provide a draft of the Warrants Agreement to the other Advisers; and (C) provide the legal Advisers with drafts of the New Term Loan Facility Agreement and any related intercreditor agreementdocument.

Restructuring Documents. (a) The Companydefinitive documents and agreements governing the Restructuring (collectively, the Participating Lenders and “Restructuring Documents”) shall consist of the Participating Noteholders undertake to promptly enter into good faith negotiations to agree upon: following: (i) a Steps Plan (which, once agreed, shall be annexed to this Agreement as a new Schedule); the Final Cash Collateral Order; (ii) the Allocations Spreadsheet Plan (and Funds Flow; all exhibits and supplements thereto, which in each case shall be consistent with the Restructuring Term Sheet and this Agreement), it being acknowledged and agreed that a condition precedent to consummation of the Plan shall be that the Approval Order has been entered and each of the Approval Order and this Agreement remains in full force and effect; (iii) the precise disclosure statement with respect to such Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Plan (such materials, collectively, the “Solicitation Materials”), the motion to conditionally approve the Disclosure Statement and Solicitation Materials and the order to be entered by the Bankruptcy Court conditionally approving the Disclosure Statement and Solicitation Materials and allowing solicitation of the Plan to commence (the “Conditional Disclosure Statement Order”), the motion to approve the Disclosure Statement and Solicitation Materials and the order to be entered by the Bankruptcy Court approving the Disclosure Statement and Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “Final Disclosure Statement Order”); (iv) the documents evidencing and securing the DIP Loan and the final order to be entered by the Bankruptcy Court approving the DIP Loan (the “DIP Order”), in each case consistent with the Restructuring Term Sheet and this Agreement; (v) the order to be entered by the Bankruptcy Court confirming the Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order; (vi) documentation relating to the Exit Facility or any other exit financing, in each case consistent with the Restructuring Term Sheet and this Agreement; (vii) the Backstop Commitment Agreement and the rights offering documents and procedures consistent with the Restructuring Term Sheet (and all exhibits and other documents and instruments related thereto) and this Agreement; (viii) those material motions, applications, and proposed court orders that the Company files with the Bankruptcy Court (the “Bankruptcy Pleadings”); (ix) the business plan and fleet plan for the reorganized Company; (x) the documents or agreements for the governance of the reorganized Company, including any shareholders’ agreements and certificates of incorporation, in each case consistent with the Restructuring Term Sheet, the Corporate Governance Term Sheet, the Preferred Equity Term Sheet and this Agreement; (xi) the documents or agreements related to the MIP (as defined in the Restructuring Term Sheet) consistent with the terms of the Restructuring Documents Term Sheet and this Agreement and (xii) such other material documents, pleadings, agreements or supplements as soon as may be reasonably practicable, provided that:necessary to implement the Restructuring consistent with the terms of the Restructuring Term Sheet and this Agreement. (Ab) The Restructuring Documents (other than the Bankruptcy Pleadings previously filed with, or approved by, the Bankruptcy Court, or any Restructuring Document the form of which is attached hereto or to the Restructuring Documents Term Sheet) remain subject to negotiation and completion as of the RSA Effective Time (as defined below); and such Restructuring Documents, including any amendments, supplements or modifications thereof, shall be contain terms and conditions consistent in all material respects with this Agreement and the Restructuring Term Sheet andSheet, if applicable, and shall also be in form and substance reasonably acceptable to each of the Steps PlanDebtors and the Required Backstop Parties; (Bi) provided that any issue in addition a Restructuring Document that would materially adversely affect Secured Noteholders shall also be in form and substance acceptable to Clause 4.9(a)(iii)(A) each of the Debtors, at least two unaffiliated Supporting Secured Noteholders providing at least 662⁄3% of the backstop commitments provided by Supporting Secured Noteholders pursuant to the Backstop Commitment Agreement (Restructuring Documentsin each case, with such acceptance not to be unreasonably withheld), and two or more unaffiliated Supporting Unsecured Noteholders providing at least 662⁄3% of the Key Restructuring Documents backstop commitments provided by Supporting Unsecured Noteholders pursuant to the Backstop Commitment Agreement; (ii) provided, further, that the DIP Credit Agreement and the DIP Order shall be in form and substance reasonably satisfactory acceptable to each of the Company, the Majority Participating Lenders Debtors and the Majority Participating Noteholders Required DIP Lenders (provided that all related documents other than the DIP Credit Agreement and DIP Order shall be reasonably acceptable to each of whose consents shall not the Debtors and the Required DIP Lenders; provided further that all documents and all amendments to or modifications of any document that would have the effect of altering the treatment to be unreasonably withheld, conditioned or delayed); (C) in addition provided to Clause 4.9(a)(iii)(A) (Restructuring Documents), any DIP Lender under the Key Consultation Restructuring Documents Plan shall be in form and substance reasonably satisfactory acceptable to the Company and the Majority Participating Lenders; provided each DIP Lender affected thereby); (iii) provided, further, that the HoldCo Group Parties shall have a consultation right with respect to the Key Consultation Restructuring Documents and the terms of the Key Consultation Restructuring Documents shall: (1) not impair the economic treatment or legal rights of the PCF Debt or Notes held by CayCo or any of its Affiliates as set forth in the Restructuring Term Sheet; or (2) other than as expressly set forth in the Restructuring Term Sheet, not materially adversely or disproportionately affect the treatment of the PCF Debt or Notes held by CayCo or any of its Affiliates (as compared to the treatment of the other Participating PCF Lenders and other Participating Noteholders); and (D) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents), the Key Other Restructuring Documents Backstop Commitment Agreement shall be in form and substance reasonably satisfactory acceptable to each of the Debtors, the Required DIP Lenders, and the Required Backstop Parties, except to the Company extent an issue in the Backstop Commitment Agreement materially adversely affects any Backstop Party, in which case such issue shall also be in form and the Majority Participating Lenders provided that the HoldCo Group Parties shall have a consultation right with respect substance acceptable to the Key Other Restructuring Documentssuch Backstop Party; (biv) The Scheme Companies provided, further, that any amendment or modification to the Final Cash Collateral Order shall be acceptable to the Required Supporting Secured Noteholders (such acceptance not to be unreasonably withheld); (v) provided, further, that the Confirmation Order shall be in form and substance acceptable to each of the other Debtors, the Required Backstop Parties, as applicablethe Required Supporting Secured Noteholders and the Required Supporting Unsecured Noteholders; (vi) provided, shall use reasonable endeavors to procure further, that their respective legal advisers, documentation relating to the extent practicable:Exit Facility (including any amended and restated Prepetition Term Loan documents) or any other exit financing shall be acceptable to the Required Backstop Parties; (ivii) provided, further, that documentation relating to any amended and restated Prepetition Term Loan shall be reasonably acceptable to the Required Secured Parties and the Required Backstop Parties. Notwithstanding anything to the contrary contained herein, the agreement of the Parties to consummate the Restructuring shall be subject to the completion of all necessary and/or appropriate definitive documentation, including the Restructuring Documents, and the exercise of the fiduciary obligations and duties of the Debtors. The Company acknowledges and agrees that it will provide advance draft copies of all Restructuring Documents to counsel to the legal Advisers with drafts of: (A) Secured Notes Ad Hoc Group and counsel to the Practice Statement Letter, Unsecured Notes Ad Hoc Group as soon as practicable prior to the date on which the applicable Scheme time any Company intends to issue the Practice Statement Letter, but in any event no less than ten (10) days in advance of the date set out in paragraph (B) the Explanatory Statement, Scheme Document and all other pleadings to be filed with the Court in the proceedings seeking sanction of the Schemes prior to the date on which the applicable Scheme Company Party intends to file the relevant document such pleading or pleading, but in any event no less than ten (10) days in advance of the date on which the relevant Scheme Company intends to file the relevant document or pleading; (ii) consult in good faith with the legal Advisers regarding the form and substance of any such documents or pleadings the applicable Scheme Company intends to file prior to submitting them in any proceedings before the Court, the Bankruptcy Court or the Canadian Court; and (iii) reasonably in advance of the final date for launching the Schemes pursuant to paragraph (b) of the Restructuring Conditions: (A) coordinate to have the Ad Hoc Group Advisers provide drafts of the following documents to the other Advisers: (1) the New Organizational Documents; (2) the New Shareholders Agreement; and (3) the Backstop Agreement; (B) coordinate to have the HoldCo Advisers provide a draft of the Warrants Agreement to the other Advisers; and (C) provide the legal Advisers with drafts of the New Term Loan Facility Agreement and any related intercreditor agreementdocument.

Restructuring Documents. (a) The Companydefinitive documents and agreements governing the Restructuring (collectively, the Participating Lenders “Restructuring Documents”) shall consist of the following: (a) the DIP Credit Agreement and related documentation, including the motion seeking approval of the DIP Facility and authority to use cash collateral and grant adequate protection and the Participating Noteholders undertake interim and final orders to promptly enter into good faith negotiations be entered by the Bankruptcy Court approving such motion (respectively, the “Interim DIP Order” and the “Final DIP Order” and, together, the “DIP Order”), each as described in the DIP Term Sheet; (b) the motion seeking authority for the Company to agree upon:assume this Agreement pursuant to sections 105(a) and 365 of the Bankruptcy Code and perform its obligations hereunder (the “RSA Assumption Motion”) and the order to be entered by the Bankruptcy Court approving the RSA Assumption Motion (the “RSA Assumption Order”); (c) the Plan (and all exhibits and supplements thereto consistent with the Term Sheet), it being acknowledged and agreed that a condition precedent to consummation of the Plan shall be that this Agreement remains in full force and effect; (d) the disclosure statement with respect to such Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and Solicitation Materials and the order to be entered by the Bankruptcy Court approving the Disclosure Statement and Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “Disclosure Statement Order”); (e) the order to be entered by the Bankruptcy Court confirming the Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order; (f) those motions and proposed court orders that the Company files on or after the Petition Date and seeks to have heard on an expedited basis at the “first day hearing” (the “First Day Pleadings”); and (g) such other documents, pleadings, agreements or supplements as may be reasonably necessary or advisable to implement the Restructuring. (ib) a Steps Plan (which, once agreed, shall be annexed to this Agreement as a new Schedule); (ii) the Allocations Spreadsheet and Funds Flow; (iii) the precise terms Each of the Restructuring Documents as soon as reasonably practicable, provided that: (A) the Restructuring Documents shall be contain terms and conditions consistent in all material respects with this Agreement and the Restructuring Term Sheet andSheet, if applicable, the Steps Plan; (B) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents), the Key Restructuring Documents and shall otherwise be in form and substance reasonably satisfactory to the Company, the Majority Participating Lenders and the Majority Participating Noteholders (each of whose consents shall not be unreasonably withheld, conditioned or delayed); (C) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents), the Key Consultation Restructuring Documents shall be in form and substance reasonably satisfactory to the Company and the Majority Participating Consenting Lenders; provided it being acknowledged and agreed that the HoldCo Group Parties shall have a consultation right with respect to the Key Consultation Restructuring Documents DIP Term Sheet and the terms form of the Key Consultation Restructuring Documents shall: (1) not impair the economic treatment or legal rights of the PCF Debt or Notes held by CayCo or any of its Affiliates DIP Credit Agreement attached hereto as set forth in the Restructuring Term Sheet; or (2) other than as expressly set forth in the Restructuring Term Sheet, not materially adversely or disproportionately affect the treatment of the PCF Debt or Notes held by CayCo or any of its Affiliates (as compared to the treatment of the other Participating PCF Lenders and other Participating Noteholders); and (D) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents), the Key Other Restructuring Documents shall be in form and substance reasonably Exhibit C is satisfactory to the Company each Consenting Lender and the Majority Participating Lenders provided that the HoldCo Group Parties shall have a consultation right with respect to the Key Other Restructuring Documents; (b) The Scheme Companies and each of the other Parties, as applicable, shall use reasonable endeavors to procure that their respective legal advisers, to the extent practicable: (i) provide the legal Advisers with drafts of: (A) the Practice Statement Letter, prior to the date on which the applicable Scheme Company intends to issue the Practice Statement Letter, but in any event no less than ten (10) days in advance of the date set out in paragraph (B) the Explanatory Statement, Scheme Document and all other pleadings to be filed with the Court in the proceedings seeking sanction of the Schemes prior to the date on which the applicable Scheme Company intends to file the relevant document or pleading, but in any event no less than ten (10) days in advance of the date on which the relevant Scheme Company intends to file the relevant document or pleading; (ii) consult in good faith with the legal Advisers regarding the form and substance of any such documents or pleadings the applicable Scheme Company intends to file prior to submitting them in any proceedings before the Court, the Bankruptcy Court or the Canadian Court; and (iii) reasonably in advance of the final date for launching the Schemes pursuant to paragraph (b) of the Restructuring Conditions: (A) coordinate to have the Ad Hoc Group Advisers provide drafts of the following documents to the other Advisers: (1) the New Organizational Documents; (2) the New Shareholders Agreement; and (3) the Backstop Agreement; (B) coordinate to have the HoldCo Advisers provide a draft of the Warrants Agreement to the other Advisers; and (C) provide the legal Advisers with drafts of the New Term Loan Facility Agreement and any related intercreditor agreementCompany.

Restructuring Documents. (a) The CompanySubject to the Debtors’ and the Creditors’ Committee’s fiduciary duties, including as a debtor in possession and as described in Section 29, the Participating Lenders Debtors, the Creditors’ Committee and the Participating Consenting Senior Secured Noteholders undertake hereby covenant and agree to promptly enter into (x) negotiate in good faith negotiations to agree upon: (i) a Steps Plan (which, once agreed, shall be annexed to this Agreement as a new Schedule); (ii) the Allocations Spreadsheet and Funds Flow; (iii) the precise terms each of the Restructuring Documents as soon as reasonably practicabledocuments implementing, provided that: achieving and relating to the Restructuring, including, without limitation, all documents necessary for the Plan, including without limitation, (A) the Plan, (B) the Disclosure Statement, Ballots and Solicitation Materials, (C) the motion to approve the Disclosure Statement and seeking confirmation of the Plan, (D) the proposed order approving the Solicitation Materials and the proposed Confirmation Order and (E) the plan supplement, including any documents relating to the corporate governance of the reorganized Debtors, the terms of the equity to be issued pursuant to the Restructuring and any exit financing term sheet and/or exit financing credit agreement (all documents implementing, achieving and relating to the Restructuring and the Plan, including, without limitation, those listed in Section 6(A) through Section 6(E), collectively, the “Restructuring Documents”), which Restructuring Documents shall be shall, as provided herein, contain terms and conditions consistent in all material respects with the Restructuring Term Sheet and shall otherwise be on terms reasonably acceptable to the Debtors and to the Consenting Senior Secured Noteholders and, if applicable, the Steps Plan; (B) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents), the Key Restructuring Documents shall be in form and substance reasonably satisfactory solely to the Company, extent affecting the Majority Participating Lenders and the Majority Participating Noteholders (each treatment of whose consents shall not be unreasonably withheld, conditioned or delayed); (C) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents), the Key Consultation Restructuring Documents shall be in form and substance reasonably satisfactory to the Company and the Majority Participating Lenders; provided that the HoldCo Group Parties shall have a consultation right with respect to the Key Consultation Restructuring Documents and the terms of the Key Consultation Restructuring Documents shall: (1) not impair the economic treatment or legal rights of the PCF Debt or Notes held by CayCo or any of its Affiliates general unsecured creditors as set forth in the Restructuring Term Sheet; or (2) other than as expressly set forth in the Restructuring Term Sheet, not materially adversely or disproportionately affect the treatment of the PCF Debt or Notes held by CayCo or any of its Affiliates (as compared reasonably acceptable to the treatment of the other Participating PCF Lenders Creditors’ Committee and other Participating Noteholders); and (Dy) in addition to Clause 4.9(a)(iii)(A) execute (Restructuring Documents), the Key Other Restructuring Documents shall be in form and substance reasonably satisfactory to the Company and the Majority Participating Lenders provided that the HoldCo Group Parties shall have a consultation right with respect to the Key Other Restructuring Documents; (b) The Scheme Companies and each of the other Parties, as applicable, shall use reasonable endeavors to procure that their respective legal advisers, to the extent practicable: (isuch Party is a party thereto) provide and otherwise support the legal Advisers with drafts of: (A) Restructuring Documents as provided herein; provided, however, that, if the Practice Statement Letterclass of general unsecured creditors votes to accept the Plan, prior the form of Litigation Trust agreement and related ancillary documents shall be drafted by the Creditors’ Committee, subject only to Court approval at the Plan confirmation hearing; provided further that, if the class of general unsecured creditors votes to reject the Plan, the form of Litigation Trust agreement and related ancillary documents shall be mutually acceptable to the date on which the applicable Scheme Company intends to issue the Practice Statement Letter, but in any event no less than ten (10) days in advance of the date set out in paragraph (B) the Explanatory Statement, Scheme Document and all other pleadings to be filed with the Court in the proceedings seeking sanction of the Schemes prior to the date on which the applicable Scheme Company intends to file the relevant document or pleading, but in any event no less than ten (10) days in advance of the date on which the relevant Scheme Company intends to file the relevant document or pleading; (ii) consult in good faith with the legal Advisers regarding the form and substance of any such documents or pleadings the applicable Scheme Company intends to file prior to submitting them in any proceedings before the CourtDebtors, the Bankruptcy Court or Steering Committee and the Canadian Court; and (iii) reasonably in advance of the final date for launching the Schemes pursuant to paragraph (b) of the Restructuring Conditions: (A) coordinate to have the Ad Hoc Group Advisers provide drafts of the following documents to the other Advisers: (1) the New Organizational Documents; (2) the New Shareholders Agreement; and (3) the Backstop Agreement; (B) coordinate to have the HoldCo Advisers provide a draft of the Warrants Agreement to the other Advisers; and (C) provide the legal Advisers with drafts of the New Term Loan Facility Agreement and any related intercreditor agreementCreditors’ Committee.

Restructuring Documents. The definitive documents and agreements governing the Restructuring (the “Restructuring Documents”) shall include: (a) The Companythe Pre-Packaged Plan (and all exhibits thereto) and the confirmation order with respect to the Pre-Packaged Plan (the “Confirmation Order”); (b) the related disclosure statement (and all exhibits thereto) with respect to the Pre-Packaged Plan (the “Disclosure Statement”); (c) the solicitation materials with respect to the Pre-Packaged Plan (collectively, the Participating Lenders “Solicitation Materials”); (d) the interim order approving the Debtors use of cash collateral (the “Interim Cash Collateral Order”) and the Participating Noteholders undertake to promptly enter into good faith negotiations to agree upon: final order approving the Debtors’ use of cash collateral (the “Final Cash Collateral Order,” and together with the Interim Cash Collateral Order, the “Cash Collateral Orders”); (e) the Amended RBL Credit Agreement; (f) documents in respect of the Alternative Term Loan Facility (as defined in the Restructuring Term Sheet) (if necessary); (g) the New Warrant Agreement and the New Warrants (each as defined in the Restructuring Term Sheet); (h) the organizational and governance documents for the Reorganized Debtors (and/or any new entity created as part of the Restructuring), including, as applicable, certificates of incorporation, certificates of formation or certificates of limited partnership (or equivalent organizational documents), bylaws, limited liability company agreements, limited partnership agreements, shareholders agreements, operating agreements (or equivalent governing documents) and/or registration rights agreements (collectively, the “Corporate Governance Documents”); (i) a Steps Plan the New Omnibus Agreement (which, once agreed, shall be annexed to this Agreement as a new Schedule); (ii) the Allocations Spreadsheet and Funds Flow; (iii) the precise terms of defined in the Restructuring Documents Term Sheet); (j) any agreements governing the MIP (as soon as reasonably practicable, provided that: (A) defined in the Restructuring Term Sheet); (k) such other definitive documentation relating to the Restructuring as is necessary or desirable to consummate the Restructuring and the Pre-Packaged Plan; and (l) any other agreement, instruments, pleadings seeking or responding to a request for substantive relief, orders and/or documents seeking substantive relief (including substantive “first day” motions and the related orders) that are filed by the Debtors in the Chapter 11 Cases (including any exhibits, amendments, modifications or supplements made thereto from time to time). The Restructuring Documents shall be identified in the foregoing sentence remain subject to negotiation and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all material respects respect with the terms of this Agreement. Any document that is included within the definition of “Restructuring Term Sheet andDocuments,” including any amendment, if applicablesupplement, or modification thereof, shall be in a form and substance satisfactory to the (i) Debtors, (ii) Noteholders holding more than 50% in principal amount outstanding of the Notes Claims held by the Consenting Noteholders or their transferees pursuant to a valid transfer under this Agreement (“Required Consenting Noteholders”), and (iii) RBL Lenders holding more than 50% in principal amount outstanding of the RBL Claims held by the Consenting RBL Lenders or their transferees pursuant to a valid transfer under this Agreement (“Required Consenting RBL Lenders”) solely with respect to (1) the documents listed in parts (a), (b), (c), (d), (e), and (f) of this section and (2) the documents listed in parts (k) and (l) of this section that have a material impact on the RBL Lenders; provided that (x) the New Omnibus Agreement shall be in form and substance satisfactory to the Debtors, the Steps Plan; Required Consenting Noteholders and the EnerVest Parties and (By) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents), the Key Restructuring Corporate Governance Documents shall be in form and substance reasonably satisfactory to the Company, Required Consenting Noteholders in their sole discretion (provided that the Majority Participating Lenders and Corporate Governance Documents shall also be subject to the Majority Participating Noteholders consent of the Debtors (each of whose consents which consent shall not be unreasonably withheld, conditioned conditioned, or delayed); (C) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents), the Key Consultation Restructuring Documents shall be in form and substance reasonably satisfactory to the Company and the Majority Participating Lenders; provided that the HoldCo Group Parties shall have a consultation right with respect to the Key Consultation Restructuring Documents and the terms of the Key Consultation Restructuring Documents shall: (1) not impair the economic treatment or legal rights of the PCF Debt or Notes held by CayCo or any of its Affiliates as set forth in the Restructuring Term Sheet; or (2) other than as expressly set forth in the Restructuring Term Sheet, not materially adversely or disproportionately affect the treatment of the PCF Debt or Notes held by CayCo or any of its Affiliates (as compared to the treatment of the other Participating PCF Lenders and other Participating Noteholders); and (D) in addition to Clause 4.9(a)(iii)(A) (Restructuring Documents), the Key Other Restructuring Documents shall be in form and substance reasonably satisfactory to the Company and the Majority Participating Lenders provided that the HoldCo Group Parties shall have a consultation right with respect to the Key Other Restructuring Documents; (b) The Scheme Companies and each of the other Parties, as applicable, shall use reasonable endeavors to procure that their respective legal advisers, to the extent practicable: (i) provide the legal Advisers with drafts of: (A) the Practice Statement Letter, prior to the date on which the applicable Scheme Company intends to issue the Practice Statement Letter, but in any event no less than ten (10) days in advance of the date set out in paragraph (B) the Explanatory Statement, Scheme Document and all other pleadings to be filed with the Court in the proceedings seeking sanction of the Schemes prior to the date on which the applicable Scheme Company intends to file the relevant document or pleading, but in any event no less than ten (10) days in advance of the date on which the relevant Scheme Company intends to file the relevant document or pleading; (ii) consult in good faith with the legal Advisers regarding the form and substance of any such documents or pleadings the applicable Scheme Company intends to file prior to submitting them in any proceedings before the Court, the Bankruptcy Court or the Canadian Court; and (iii) reasonably in advance of the final date for launching the Schemes pursuant to paragraph (b) of the Restructuring Conditions: (A) coordinate to have the Ad Hoc Group Advisers provide drafts of the following documents to the other Advisers: (1) the New Organizational Documents; (2) the New Shareholders Agreement; and (3) the Backstop Agreement; (B) coordinate to have the HoldCo Advisers provide a draft of the Warrants Agreement to the other Advisers; and (C) provide the legal Advisers with drafts of the New Term Loan Facility Agreement and any related intercreditor agreement.