Common use of Treatment of Claims Clause in Contracts

Treatment of Claims. Equity Interests The Plan will provide that each holder of an allowed claim will receive the following on or as soon as practicable after the effective date of the Plan (the “Plan Effective Date”), unless different treatment is agreed to by the holder of such allowed claim and the Company: · Administrative, Priority, and Priority Tax Claims: Allowed administrative, priority, and tax claims will be satisfied in full, in cash, or otherwise receive treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code. · 2012 Credit Facility Claims: On the Plan Effective Date, the holders of allowed claims under the 2012 Facility shall have an allowed claim in the approximate principal amount of $252,000,000, plus accrued interest and fees (the “2012 Facility Claims”). Holders of 2012 Facility Claims will receive their pro rata share of (i) approximately $82 million in cash and (ii) the New Credit Facility (in each case, on the terms and conditions as set forth in the RBL Term Sheet attached as Exhibit B to the PSA). · Second Lien Notes Claims: On the Plan Effective Date, the holders of allowed claims under the Second Lien Notes shall have an allowed claim in the principal amount of $625,000,000, plus accrued interest and fees (the “Second Lien Notes Claims”). Holders of Second Lien Notes Claims will receive their pro rata share of (a) ninety-sixseven and threefive-tenths percent (96.397.5%) of the New Midstates Equity less the Unencumbered Assets Equity Distribution(2) and (b) the Excess Cash; provided, however, if the Settlement is not approved and consummated as part of the Plan, holders of Second Lien Note Claims will instead receive their pro rata share of (x) ninety-eight and eight-tenthsone hundred percent (98.8100.0%) of the New Midstates Equity less the Unencumbered Assets Equity Distribution, (y) the Excess Cash, and (z) their pro rata share of the Unencumbered Assets Equity Distribution (as defined below) on account of the Noteholder Deficiency Claims held by such holders of Second Lien Notes Claims. · Third Lien Notes Claims: On the Plan Effective Date, the holders of allowed claims under the Third Lien Notes shall have an allowed claim in the principal amount of $529,653,388, plus accrued interest and fees (the “Third Lien Notes Claims”). Holders of

Treatment of Claims. Equity Interests The Plan will provide that each holder of an allowed claim will receive the following on or as soon as practicable after the effective date of the Plan (the “Plan Effective Date”), unless different treatment is agreed to by the holder of such allowed claim and the Company: · Administrative, Priority, and Priority Tax Claims: Allowed administrative, priority, and tax claims will be satisfied in full, in cash, or otherwise receive treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code. · 2012 Credit Facility Claims: On the Plan Effective Date, the holders of allowed claims under the 2012 Facility shall have an allowed claim in the approximate principal amount of $252,000,000, plus accrued interest and fees (the “2012 Facility Claims”). Holders of 2012 Facility Claims will receive their pro rata share of (i) approximately $82 million in cash and (ii) the New Credit Facility (in each case, on the terms and conditions as set forth in the RBL Term Sheet attached as Exhibit B to the PSA). · Second Lien Notes Claims: On the Plan Effective Date, the holders of allowed claims under the Second Lien Notes shall have an allowed claim in the principal amount of $625,000,000, plus accrued interest and fees (the “Second Lien Notes Claims”). Holders of Second Lien Notes Claims will receive their pro rata share of (a) ninety-sixseven seven and threefivefive-tenths percent (96.397.597.5%) of the New Midstates Equity less the Unencumbered Assets Equity Distribution(2) and (b) the Excess Cash; provided, however, if the Settlement is not approved and consummated as part of the Plan, holders of Second Lien Note Claims will instead receive their pro rata share of (x) ninety-eight and eight-tenthsone one hundred percent (98.8100.0100.0%) of the New Midstates Equity less the Unencumbered Assets Equity Distribution, (y) the Excess Cash, and (z) their pro rata share of the Unencumbered Assets Equity Distribution (as defined below) on account of the Noteholder Deficiency Claims held by such holders of Second Lien Notes Claims. · Third Lien Notes Claims: On the Plan Effective Date, the holders of allowed claims under the Third Lien Notes shall have an allowed claim in the principal amount of $529,653,388, plus accrued interest and fees (the “Third Lien Notes Claims”). Holders ofof Third Lien Notes Claims will receive their pro rata share of the

Treatment of Claims. Equity Interests The Plan will provide that each holder Administrative Expense Claims Holders of allowed Administrative Expense Claims shall receive, from the applicable Debtor, on account of and in full and complete settlement, release and discharge of such claim, cash equal to the full unpaid amount of such allowed Administrative Expense Claim, which payments shall be made on either (a) the latest to occur of (i) the Effective Date (or as a soon as practicable thereafter), (ii) the date such claim becomes an allowed claim will receive the following on Administrative Expense Claim or as soon as practicable after thereafter, and (iii) such other date as may be agreed upon by the effective date of the Plan (the “Plan Effective Date”), unless different treatment is agreed to by Reorganized Debtors and the holder of such allowed claim and claim, or (b) on such other date as the Company: · Administrative, Priority, and Bankruptcy Court may order. Priority Tax ClaimsClaims Holders of allowed Priority Tax Claims against any of the Debtors that are due and payable on or before the Effective Date shall receive, on account of and in full and complete settlement, release and discharge of such claim, cash equal to the amount of such allowed Priority Tax Claim on the later of (i) the Effective Date (or as soon as practicable thereafter), (ii) the date such Priority Tax Claim becomes an allowed claim, or as soon as practicable thereafter and (iii) on such other date in accordance with Section 1129(a)(9)(C) of the Bankruptcy Code. All allowed Priority Tax Claims against any of the Debtors which are not due and payable on or before the Effective Date shall be paid in the ordinary course of business by the Reorganized Debtors in accordance with the terms thereof. Priority Non-Tax Claims Holders of allowed Priority Non-Tax Claims against the Debtors shall receive on account of and in full and complete settlement, release and discharge of such claim, at the Reorganized Debtors’ election, (i) cash in the amount of such allowed Priority Non-Tax Claim in accordance with section 1129(a)(9) of the Bankruptcy Code and/or (ii) such other treatment required to render such claim unimpaired pursuant to section 1124 of the Bankruptcy Code. All allowed Priority Non-Tax Claims against the Debtors which are not due and payable on or before the Effective Date shall be paid by the Reorganized Debtors when such claims become due and payable in the ordinary course of business in accordance with the terms thereof. Other Secured Claims On or as soon after the Effective Date as practicable, holders of Allowed Other Secured Claims shall receive the following treatment at the option of the Debtors or the Reorganized Debtors: Allowed administrative, priority, and tax claims will be satisfied (i) reinstatement of any such allowed Other Secured Claim pursuant to section 1124 of the Bankruptcy Code; (ii) payment in full, in cash, or otherwise receive treatment consistent with of any such allowed Other Secured Claims; (iii) satisfaction of any such allowed Other Secured Claim by delivering the provisions of collateral securing any such allowed other Secured Claims and paying any interest required to be paid under section 1129(a)(9506(b) of the Bankruptcy Code; or (iv) providing such holders with such treatment in accordance with section 1129(b) of the Bankruptcy Code as may be determined by the Bankruptcy Court. · 2012 Credit Facility Secured PCN Claims The Secured PCN Claims will be allowed in their full amount (including, for the avoidance of doubt, all accrued and unpaid prepetition and postpetition interest); provided, that the amount of the Secured PCN Claims against FG shall be reduced by the amount of the Secured PCN Cash Distribution. The remaining Secured PCN Claims shall be (i) reinstated and shall be secured by the same collateral as the prepetition Secured PCN Claims: On , to the extent such assets have not been sold prior to the Effective Date, or (ii) paid in full in Cash, at the election of the Debtors and the Requisite Supporting Parties. In the event that New FES is formed, the FES guarantee with respect to such Secured PCN Claims shall remain in place following the Plan Effective Date, and New FES shall provide an additional unsecured guarantee with respect to such Secured PCN Claims. Voting: To the holders of allowed claims under extent the 2012 Facility shall have Debtors elect to form New FES and New FES provides an allowed claim in the approximate principal amount of $252,000,000, plus accrued interest and fees (the “2012 Facility Claims”). Holders of 2012 Facility Claims will receive their pro rata share of (i) approximately $82 million in cash and (ii) the New Credit Facility (in each case, on the terms and conditions as set forth in the RBL Term Sheet attached as Exhibit B additional guarantee with respect to the PSA). · Second Lien Notes Secured PCN Claims: On the Plan Effective Date, the holders of allowed claims under the Second Lien Notes Secured PCN Claims being reinstated shall have an allowed claim in the principal amount of $625,000,000, plus accrued interest be Impaired and fees (the “Second Lien Notes Claims”). Holders of Second Lien Notes Claims will receive their pro rata share of (a) ninety-sixseven and threefive-tenths percent (96.397.5%) of the New Midstates Equity less the Unencumbered Assets Equity Distribution(2) and (b) the Excess Cash; provided, however, if the Settlement is not approved and consummated as part of entitled to vote to accept or reject the Plan. To the extent the Debtors do not elect to form New FES, holders of Second Lien Note the Secured PCN Claims will instead receive their pro rata share of (x) ninety-eight and eight-tenthsone hundred percent (98.8100.0%) of the New Midstates Equity less the Unencumbered Assets Equity Distributionshall be deemed unimpaired, (y) the Excess Cash, and (z) their pro rata share of the Unencumbered Assets Equity Distribution (as defined below) on account of the Noteholder Deficiency Claims held by such holders of Second Lien Notes Claims. · Third Lien Notes Claims: On deemed to have accepted the Plan Effective Date, the holders of allowed claims under the Third Lien Notes and shall have an allowed claim in the principal amount of $529,653,388, plus accrued interest and fees (the “Third Lien Notes Claims”). Holders ofnot be entitled to vote.

Treatment of Claims. Equity Interests The a. Administrative and Priority Claims Against RCM, FXA and the RGL Debtors. Each allowed administrative claim (to the extent not previously paid) will be paid in cash on the later to occur of the Plan will provide that each Effective Date and the date on which the claim is allowed (unless a holder of an allowed administrative claim will receive agrees to be paid later or in another manner). Administrative claims shall include the following on or as soon as practicable after the effective date substantial contribution claims of the Plan MCG Members and the Joinder Parties (up to the “Plan Effective Date”amounts set forth in the Settlement Agreement plus amounts up to $40,000 in the aggregate in respect of the preparation of the MCG Members' and Joinder Parties' substantial contribution application) and counsel to the Ad Hoc Bondholders' Committee (up to the amount set forth in section 2.c. below), unless different treatment is agreed to as allowed by the holder of Bankruptcy Court. Subject to section 2.c. below, all parties hereto agree not to object to such allowed claim and the Company: · Administrative, Priority, and substantial contribution claims as filed. Priority Tax Claims: Allowed administrative, priority, and tax claims will be satisfied treated and paid in full, in cash, or otherwise receive treatment consistent accordance with the provisions of section 1129(a)(9) requirements of the Bankruptcy Code. · 2012 Credit Facility Claims: On Allowed priority claims and allowed administrative claims accrued from the Petition Date through the Plan Effective DateDate (excluding any amounts paid as of the date hereof) against RCM, FXA and the holders of allowed claims under RGL Debtors, including any professional fees and substantial contribution awards, will be borne by the 2012 Facility shall have an allowed claim in the approximate principal amount of $252,000,000, plus accrued interest and fees (the “2012 Facility Claims”). Holders of 2012 Facility Claims will receive their pro rata share of estates as follows: (i) approximately $82 60 million in cash and will be borne by RCM, (ii) the New Credit Facility (in each case, on remainder will be borne by the terms and conditions as set forth in the RBL Term Sheet attached as Exhibit B RGL Debtors up to the PSA). · Second Lien Notes Claims: On the Plan Effective Date, the holders of allowed claims under the Second Lien Notes shall have an allowed claim in the principal amount of $625,000,000120 million, plus accrued interest and fees (iii) in the event that administrative and priority claims exceed $180 million in the aggregate, RCM and the RGL Debtors shall bear equally the expense of such claims exceeding $180 million (the “Second Lien Notes "Excess Claims”"). Holders of Second Lien Notes Claims will receive their pro rata RCM's share of (a) ninety-sixseven and threefive-tenths percent (96.397.5%) of the New Midstates Equity less the Unencumbered Assets Equity Distribution(2) and (b) the Excess CashClaims shall be funded out of distributions otherwise available to RCM from RGL Assets pursuant to section 2.i. below. FXA shall be responsible for all of its allowed priority and administrative claims, including administrative claims in respect of its claims resolution process; provided, however, if that professional services (other than those related to FXA's claims resolution process and issues unique to FXA after the Settlement is not approved date of this Term Sheet) and consummated as part of the Plan, holders of Second Lien Note Claims will instead receive their pro rata share of (x) ninety-eight and eight-tenthsone hundred percent (98.8100.0%) of the New Midstates Equity less the Unencumbered Assets Equity Distribution, (y) the Excess Cash, and (z) their pro rata share of the Unencumbered Assets Equity Distribution (as defined below) on account of the Noteholder Deficiency Claims held by such holders of Second Lien Notes Claims. · Third Lien Notes Claims: On overhead allocable to FXA through the Plan Effective DateDate shall be borne by RCM and the RGL Debtors in accordance with the above sharing formula. Administrative claims for the post-Plan Effective Date wind down of the RGL Debtors (and the Non-Debtor Affiliates, other than subsidiaries of RCM) shall be borne by the RGL Debtors out of cash or value that would otherwise be paid to holders of allowed RGL Unsecured Claims. Administrative claims under for the Third Lien Notes post-Plan Effective Date wind down of RCM (and those Non-Debtor Affiliates who are subsidiaries of RCM) shall have an be borne by RCM out of the RCM Wind Down Reserve, and, to the extent the RCM Wind Down Reserve is not sufficient to cover such administrative claims, such claims shall be paid directly by RCM out of cash or value that would otherwise be paid to holders of allowed claim RCM Implied Deficiency Claims and RCM FX/Unsecured Claims. Costs and expenses of administering the Litigation Trust shall be separately funded by the Litigation Trust and shall not be counted in the principal amount of $529,653,388, plus accrued interest and fees (the “Third Lien Notes Claims”). Holders ofcalculations above.