Common use of Definitive Documents; Good Faith Cooperation; Further Assurances Clause in Contracts

Definitive Documents; Good Faith Cooperation; Further Assurances. (a) Each Party hereby covenants and agrees to cooperate with each other in good faith in connection with, and shall exercise commercially reasonable efforts with respect to the pursuit, approval, negotiation, execution, delivery, implementation and consummation of the Plan and the Restructuring, as well as the negotiation, drafting, execution, and delivery of the Definitive Documents and the Plan and each Definitive Document and the Plan shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with this Agreement and be in form and substance reasonably acceptable to the Company and the Requisite Consenting Creditors. (b) Subject to the terms hereof, each of the Parties shall submit any required or reasonably necessary regulatory filings in furtherance of the Restructuring. (c) The Parties agree, consistent with clause (a) of this Section 7, to negotiate, complete and execute in good faith the Definitive Documents that are subject to negotiation, completion and execution and that, notwithstanding anything herein to the contrary, the Definitive Documents, including any motions or orders related thereto, shall not be inconsistent with this Agreement and shall otherwise be subject to the applicable consent rights of the Parties set forth herein. (d) At the first Annual General Meeting of the shareholders of the Reorganized Company after the Effective Date, or at any postponement or adjournment thereof, each Consenting Creditor shall vote or cause any holder of record of its New Shares on the applicable record date to, vote all of its New Shares in favor of approval of the New Remuneration Policy; provided, that a Consenting Creditor shall not have any obligation to vote or cause the voting of its New Shares at such Annual General Meeting unless such Consenting Creditor receives written notice pursuant to the Section 24 hereof of its obligation under this Section 7(d) at least 10 days prior to the date of such Annual General Meeting, provided, that in the event that the New Remuneration Policy is approved by shareholder vote and a Consenting Creditor fails to vote, such Consenting Creditor shall have no liability hereunder.

Definitive Documents; Good Faith Cooperation; Further Assurances. (a) Each Party hereby covenants and agrees to cooperate with each other Party in good faith in connection with, and shall exercise commercially reasonable efforts with respect to the pursuit, approval, negotiation, execution, delivery, implementation and consummation of the Plan and the RestructuringPlan, as applicable, as well as the negotiation, drafting, execution, and delivery of the Definitive Documents Documents. (b) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documents”) shall include: (i) the Plan; (ii) the Disclosure Statement; (iii) any other solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); (iv) the order of the Bankruptcy Court approving the Disclosure Statement (the “Disclosure Statement Order”); (v) the order of the Bankruptcy Court confirming the Plan (the “Confirmation Order”); (vi) the Cash Collateral Order; (vii) the Amended Credit Facility; (viii) the Shareholders Agreement; (ix) the Amended and Restated Certificate of Incorporation; (x) the Amended and Restated Bylaws; (xi) all documentation required to implement the New Notes (collectively, the “New Note Indenture”); and (xii) all documentation required to implement the PIK Preferred Stock and the Plan New Voting Common Stock (collectively, the “New Equity Documentation”). (c) The Definitive Documents identified in Section 7(b) of this Agreement will, after the Agreement Effective Date, remain subject to negotiation and each Definitive Document and the Plan shall, upon completion, contain terms, conditions, representations, warranties, warranties and covenants consistent with the terms of this Agreement (including the Term Sheet) in all respects, and shall otherwise be in form and substance reasonably satisfactory to the Company, the Required Consenting Noteholders, and the Required Consenting Equityholders; provided, however, that: (i) the Solicitation Materials, the Cash Collateral Order, the Amended Credit Facility, and the New Note Indenture need only to be acceptable to the Company and the Requisite Required Consenting Creditors.Noteholders in all respects; and (bii) Subject the Shareholders Agreement, the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, and the New Equity Documentation need only to be acceptable to the terms hereofCompany, each of the Required Consenting Equityholders, and the Required Consenting Noteholders in all respects; provided, however, that the Parties shall submit any required or reasonably necessary regulatory filings in furtherance of the Restructuring. (c) The Parties agree, consistent with clause (a) of this Section 7, use reasonable best efforts to negotiate, complete and execute in good faith the ensure that such Definitive Documents that are subject to negotiation, completion do not violate the Company’s state and execution and that, notwithstanding anything herein to the contrary, the Definitive Documents, including any motions or orders related thereto, shall not be inconsistent with this Agreement and shall otherwise be subject to the applicable consent rights of the Parties set forth hereinfederal MBE certification requirements. (d) At The Parties agree to work in good faith to ensure that the first Annual General Meeting Definitive Documents are consistent with state and federal MBE certification requirements. The Parties further agree to work in good faith to resolve any material state tax liability of the shareholders of the Reorganized Company after the Effective Date, or at any postponement or adjournment thereof, each Consenting Creditor shall vote or cause any holder of record of its New Shares on the applicable record date to, vote all of its New Shares in favor of approval of the New Remuneration Policy; provided, that a Consenting Creditor shall not have any obligation to vote or cause the voting of its New Shares at such Annual General Meeting unless such Consenting Creditor receives written notice pursuant to the Section 24 hereof of its obligation under this Section 7(d) at least 10 days prior to the date of such Annual General Meeting, provided, that in the event that the New Remuneration Policy is approved by shareholder vote and a Consenting Creditor fails to vote, such Consenting Creditor shall have no liability hereunderCompany.

Definitive Documents; Good Faith Cooperation; Further Assurances. The definitive documents for the Restructuring Transaction (athe “Definitive Documents”) shall include all (i) documents implementing, achieving, and relating to the Restructuring Transaction, including, without limitation, the Restructuring Term Sheet, the Nuverra Plan, the Disclosure Statement, the Solicitation Materials, the DIP Financing Order, the DIP Facilities, the Confirmation Order, the Exit Facility and the Plan Supplement and its exhibits, solicitation procedures, commitment agreements, collateral or other related documents, the Registration Rights Agreement, intercreditor agreements, revised by-laws and certificates of incorporation, shareholder and member related agreements, if any, or other related transactional or corporate documents (including, without limitation, any agreements and documents described in the Restructuring Term Sheet or the Nuverra Plan and the exhibits thereto), (ii) motions or pleadings seeking approval or confirmation of any of the foregoing transactional or corporate documents, including the motion to approve the Disclosure Statement, confirm the Nuverra Plan, approve the DIP Facilities, ratify the solicitation procedures, and schedule a joint hearing, and (iii) the DIP Financing Order, the Confirmation Order and orders approving the Disclosure Statement, the solicitation procedures and the scheduling of a joint hearing. The Definitive Documents, whether filed with the Bankruptcy Court or otherwise finalized, shall be consistent with this Agreement and the Restructuring Term Sheet in all respects, and shall otherwise be acceptable to the Supporting Noteholders. Notwithstanding any other provision contained in this Agreement, the Nuverra Plan, the Confirmation Order, the Disclosure Statement, and the Exit Facility (and all exhibits and supplements thereto) shall be in form and substance acceptable to the Supporting Noteholders. Any amendments, modifications or supplements to the Definitive Documents, whether filed with the Bankruptcy Court or otherwise finalized, shall be consistent with this Agreement and the Restructuring Term Sheet in all respects, and in form and substance acceptable to the Supporting Noteholders. Each Party hereby covenants and agrees to cooperate with each other in good faith in connection with, and shall exercise commercially reasonable best efforts with respect to to, the pursuit, approval, negotiation, execution, delivery, implementation and consummation of the Plan and the RestructuringRestructuring Transaction, as well as the negotiation, drafting, execution, execution and delivery of the Definitive Documents and the Plan and each Definitive Document and the Plan shallDocuments. Furthermore, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with this Agreement and be in form and substance reasonably acceptable to the Company and the Requisite Consenting Creditors. (b) Subject subject to the terms hereof, each of the Parties shall submit any required take such action as may be reasonably necessary or reasonably necessary regulatory filings in furtherance of requested by the Restructuring. (c) The other Parties agree, consistent with clause (a) to carry out the purposes and intent of this Section 7Agreement, to negotiate, complete and execute in good faith the Definitive Documents that are subject to negotiation, completion and execution and that, notwithstanding anything herein to the contrary, the Definitive Documents, including any motions or orders related thereto, shall not be inconsistent with this Agreement and shall otherwise be subject to refrain from taking any action that would frustrate the applicable consent rights purposes and intent of the Parties set forth hereinthis Agreement. (d) At the first Annual General Meeting of the shareholders of the Reorganized Company after the Effective Date, or at any postponement or adjournment thereof, each Consenting Creditor shall vote or cause any holder of record of its New Shares on the applicable record date to, vote all of its New Shares in favor of approval of the New Remuneration Policy; provided, that a Consenting Creditor shall not have any obligation to vote or cause the voting of its New Shares at such Annual General Meeting unless such Consenting Creditor receives written notice pursuant to the Section 24 hereof of its obligation under this Section 7(d) at least 10 days prior to the date of such Annual General Meeting, provided, that in the event that the New Remuneration Policy is approved by shareholder vote and a Consenting Creditor fails to vote, such Consenting Creditor shall have no liability hereunder.

Definitive Documents; Good Faith Cooperation; Further Assurances. (a) Each Party hereby covenants and agrees to cooperate with each other in good faith in connection with, and shall exercise commercially reasonable efforts with respect to the pursuit, approval, negotiation, execution, delivery, implementation and consummation of the Plan and the Restructuring, as well as the negotiation, drafting, execution, execution and delivery of the Definitive Documents Documents, which will, after the Support Effective Date, remain subject to negotiation and the Plan and each Definitive Document and the Plan shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all material respects with the terms of this Agreement (including the Exhibits and Schedules) and be in form and substance reasonably satisfactory to the Debtor Parties, Lender, and Preferred Member; provided that the Plan, the Confirmation Order, the Financing Orders, the Exit Documents, and any assumption or rejection of any unexpired lease, or material executory contract pursuant to the Plan or motion, any such motion and related order, and the settlement or determination of the amount and terms of any cure associated with any such unexpired lease, or material executory contract shall be acceptable to the Company and Lender in its sole discretion; provided, however, that Lender will not to refuse to consent based solely on the Requisite Consenting Creditorsinclusion of any term included in the Term Sheet. (b) Subject to the terms hereof, each of the Parties shall submit take such action as may be reasonably necessary or reasonably requested by the other Parties to carry out the purposes and intent of this Agreement, including making and filing any required or reasonably necessary regulatory filings in furtherance filings, and shall, subject to the Debtors’ “fiduciary out” pursuant to Section 5(c)(ii) hereof, refrain from taking any action that would frustrate the purposes and intent of the Restructuringthis Agreement. (c) The Parties agree, consistent with clause (a) of this Section 76, to negotiate, complete and execute negotiate in good faith the Definitive Documents that are subject to negotiation, negotiation and completion and execution on the Support Effective Date and that, notwithstanding anything herein to the contrary, the Definitive Documents, including any motions or orders related thereto, shall not be inconsistent with this Agreement and shall otherwise be subject to the applicable consent rights of the Parties set forth herein. . The Debtor Parties shall provide to the Lender, and shall direct its employees, officers, advisors, and other representatives to provide the Lender (di) At reasonable access (without any material disruption to the first Annual General Meeting conduct of the shareholders Debtor Parties’ businesses) during normal business hours to the Debtor Parties’ books and records, (ii) reasonable access during normal business hours to the management and advisors of the Reorganized Company after Debtor Parties, and (iii) reasonable responses to all reasonable diligence requests, in each case, for the Effective Datepurposes of evaluating the Debtor Parties’ assets, liabilities, operations, businesses, finances, strategies, prospects, and affairs or at entry into any postponement or adjournment thereof, each Consenting Creditor shall vote or cause any holder of record of its New Shares on the applicable record date to, vote all of its New Shares in favor of approval of the New Remuneration Policy; provided, that a Consenting Creditor shall not have any obligation to vote or cause the voting of its New Shares at such Annual General Meeting unless such Consenting Creditor receives written notice pursuant to the Section 24 hereof of its obligation under this Section 7(d) at least 10 days prior to the date of such Annual General Meeting, provided, that in the event that the New Remuneration Policy is approved by shareholder vote and a Consenting Creditor fails to vote, such Consenting Creditor shall have no liability hereunderRestructuring Transactions.

Definitive Documents; Good Faith Cooperation; Further Assurances. The “Definitive Documents” shall include all (a) documents implementing, achieving, and relating to the Restructuring, including, without limitation, the Plan, the Disclosure Statement, the plan supplement and the compilation of documents contained therein, ballots and other solicitation materials in respect of the Plan (the “Solicitation Materials”), any “first day” motions, the organizational documents (including, without limitation, any Corporate Governance Documents), shareholder and member related agreements, or other related transactional or corporate documents (including, without limitation, any agreements and documents described in the Plan and the exhibits thereto), (b) motions or pleadings seeking approval or confirmation of any of the foregoing transactional or corporate documents, including the motion or motions to approve the Disclosure Statement, confirm the Plan, and ratify the solicitation procedures, and the order or orders approving the Disclosure Statement and the solicitation procedures and confirming the Plan (the “Confirmation Order”), and (c) any other documents governing the Series A Notes, Series B Notes, the PPNs, the PPN Options, the SARs, the Warrants and Grantor Trust Certificates (each as defined in the Term Sheet). The Definitive Documents, whether filed with the Bankruptcy Court or otherwise finalized, shall be consistent in all material respects with this Agreement and the Term Sheet and shall otherwise be acceptable to Emergent and the Required Supporting Noteholders in their sole discretion. Any amendments, modifications or supplements to the Definitive Documents shall be consistent with this Agreement, the Term Sheet, and the Plan in all respects, and shall otherwise be in form and substance acceptable to the Required Supporting Noteholders in their sole discretion. Each Party hereby covenants and agrees to cooperate with each other in good faith in connection with, and shall exercise commercially reasonable efforts with respect to to, the pursuit, approval, negotiation, execution, delivery, implementation and consummation of the Plan and the Restructuring, as well as the negotiation, drafting, execution, execution and delivery of the Definitive Documents and Documents, including the Plan and each Definitive Document and scheduling of necessary hearings with the Plan shallBankruptcy Court. Further, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with this Agreement and be in form and substance reasonably acceptable to the Company and the Requisite Consenting Creditors. (b) Subject subject to the terms hereof, each of the Parties shall submit any required take such action as may be reasonably necessary or reasonably necessary regulatory filings in furtherance of requested by the Restructuring. (c) The other Parties agree, consistent with clause (a) of this Section 7, to negotiate, complete and execute in good faith carry out the Definitive Documents that are subject to negotiation, completion and execution and that, notwithstanding anything herein to the contrary, the Definitive Documents, including any motions or orders related thereto, shall not be inconsistent with this Agreement and shall otherwise be subject to the applicable consent rights of the Parties set forth herein. (d) At the first Annual General Meeting of the shareholders of the Reorganized Company after the Effective Date, or at any postponement or adjournment thereof, each Consenting Creditor shall vote or cause any holder of record of its New Shares on the applicable record date to, vote all of its New Shares in favor of approval of the New Remuneration Policy; provided, that a Consenting Creditor shall not have any obligation to vote or cause the voting of its New Shares at such Annual General Meeting unless such Consenting Creditor receives written notice pursuant to the Section 24 hereof of its obligation under this Section 7(d) at least 10 days prior to the date of such Annual General Meeting, provided, that in the event that the New Remuneration Policy is approved by shareholder vote and a Consenting Creditor fails to vote, such Consenting Creditor shall have no liability hereunder.- 4 -

Definitive Documents; Good Faith Cooperation; Further Assurances. The Definitive Documents shall include all (ai) documents implementing, achieving, and relating to the Restructuring, including, without limitation, the Basic Plan, the Disclosure Statement, the DIP Order, the Plan Supplement (as defined in the Basic Plan) and its exhibits, solicitation procedures, commitment agreements, exit financing agreements, collateral or other related documents, the Backstop Agreement, the Rights Offering Procedures, organizational documents (including, without limitation, the organizational and governance documents for the reorganized Basic Parties), shareholder and member related agreements, or other related transactional or corporate documents (including, without limitation, any agreements and documents described in the Basic Plan and the exhibits thereto), (ii) motions or pleadings seeking approval or confirmation of any of the foregoing transactional or corporate documents, including the motion to approve the Disclosure Statement, confirm the Basic Plan, approve the DIP Facility, approve the Rights Offering, approve the Backstop Agreement, ratify the solicitation procedures, and schedule a joint hearing, and (iii) orders approving the DIP Facility, the Disclosure Statement, the Rights Offering, the Backstop Agreement, the solicitation procedures, the Basic Plan, and scheduling of a joint hearing. The Definitive Documents, whether filed with the Bankruptcy Court or otherwise finalized, shall be consistent with this Agreement, the Basic Plan and the Form of DIP Order in all respects, and shall otherwise be acceptable to the Company and the Requisite Creditors, each acting reasonably; provided that the Amended and Restated Term Loan Agreement shall satisfy the definition in the Basic Plan with any amendments to that definition being acceptable to the Term Loan Lenders in their sole discretion and acceptable to the Requisite Noteholders in their reasonable discretion; provided, further, that the Basic Plan, the Confirmation Order, the Disclosure Statement, the Rights Offering Procedures and the Backstop Agreement shall be in form and substance acceptable to the Requisite Creditors in their sole discretion, it being understood that the form of the Basic Plan, the Backstop Agreement and the Disclosure Statement attached hereto as Exhibits A, E and F, respectively, and the Rights Offering Procedures attached as Exhibit B to the Backstop Agreement, are acceptable to the Requisite Creditors. Any amendments, modifications or supplements to the Definitive Documents, whether filed with the Bankruptcy Court or otherwise finalized, shall be consistent with this Agreement, the Basic Plan and the Form of DIP Order in all respects, and in form and substance acceptable to the Requisite Creditors, in their sole discretion; provided, however, that the DIP Credit Agreement may be amended, modified or supplemented in accordance with its terms. Each Party hereby covenants and agrees to cooperate with each other in good faith in connection with, and shall exercise commercially reasonable efforts with respect to to, the pursuit, approval, negotiation, execution, delivery, implementation and consummation of the Plan and the Restructuring, as well as the negotiation, drafting, execution, execution and delivery of the Definitive Documents and the Plan and each Definitive Document and the Plan shallDocuments. Furthermore, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with this Agreement and be in form and substance reasonably acceptable to the Company and the Requisite Consenting Creditors. (b) Subject subject to the terms hereof, each of the Parties shall submit any required take such action as may be reasonably necessary or reasonably necessary regulatory filings in furtherance of requested by the Restructuring. (c) The other Parties agree, consistent with clause (a) to carry out the purposes and intent of this Section 7Agreement, to negotiate, complete and execute in good faith the Definitive Documents that are subject to negotiation, completion and execution and that, notwithstanding anything herein to the contrary, the Definitive Documents, including any motions or orders related thereto, shall not be inconsistent with this Agreement and shall otherwise be subject to refrain from taking any action that would frustrate the applicable consent rights purposes and intent of the Parties set forth hereinthis Agreement. (d) At the first Annual General Meeting of the shareholders of the Reorganized Company after the Effective Date, or at any postponement or adjournment thereof, each Consenting Creditor shall vote or cause any holder of record of its New Shares on the applicable record date to, vote all of its New Shares in favor of approval of the New Remuneration Policy; provided, that a Consenting Creditor shall not have any obligation to vote or cause the voting of its New Shares at such Annual General Meeting unless such Consenting Creditor receives written notice pursuant to the Section 24 hereof of its obligation under this Section 7(d) at least 10 days prior to the date of such Annual General Meeting, provided, that in the event that the New Remuneration Policy is approved by shareholder vote and a Consenting Creditor fails to vote, such Consenting Creditor shall have no liability hereunder.

Definitive Documents; Good Faith Cooperation; Further Assurances. (a) Each Party Subject to the terms and conditions described herein, during the TSA Support Period, each Company Party, severally and jointly, and each Consenting Stakeholder, severally but not jointly, hereby covenants and agrees to reasonably cooperate with each the other Parties in good faith in connection with, and shall exercise commercially reasonable efforts with respect to the pursuit, approval, negotiationimplementation, execution, delivery, implementation and consummation of the Plan Transaction pursuant to the Transaction Term Sheet and the RestructuringSigning Date Definitive Documents, as well as the negotiation, drafting, executionexecution (to the extent such Party is a party thereto), and delivery of the Closing Date Definitive Documents and the Plan and each Definitive Document and the Plan shallDocuments. Furthermore, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with this Agreement and be in form and substance reasonably acceptable to the Company and the Requisite Consenting Creditors. (b) Subject subject to the terms and conditions hereof, during the TSA Support Period each Consenting Stakeholder, severally but not jointly, shall each use reasonable efforts to take such action as may be reasonably necessary or reasonably requested by the other Parties to carry out the purposes and intent of this Agreement, including the Parties shall submit making and filing of any required or reasonably necessary regulatory filings in furtherance of filings, and shall each refrain from taking any action that would frustrate the Restructuring. (c) The Parties agree, consistent with clause (a) purpose and intent of this Section 7Agreement; provided, to negotiate, complete and execute in good faith the Definitive Documents that are subject to negotiation, completion and execution and that, (x) any obligation, other than with respect to the commitment obligations in connection with the Delayed Draw Note Commitments, arising under this Section 9 shall not require any Consenting Stakeholder to, directly or indirectly, incur any non de minimis cost, expense, liability, or Claim and (y) for the avoidance of doubt, and notwithstanding anything herein or the Transaction Term Sheet to the contrary, the in no instance shall any Closing Date Definitive DocumentsDocument cause, including any motions or orders related thereto, shall not be inconsistent with this Agreement and shall otherwise be subject to the applicable consent rights of the Parties set forth herein. (d) At the first Annual General Meeting of the shareholders of the Reorganized Company after the Effective Daterequire, or at in any postponement way permit any Company Party or adjournment thereofany of their affiliates to amend, each Consenting Creditor shall vote modify, impair, or cause in any holder of record of its New Shares on the applicable record date toway alter any indemnification or contribution agreement, vote all of its New Shares undertaking, or obligation in favor of approval any Advent Released Party currently in place as of the New Remuneration Policy; provided, that a Consenting Creditor shall not have any obligation to vote or cause the voting of its New Shares at such Annual General Meeting unless such Consenting Creditor receives written notice pursuant to the Section 24 hereof of its obligation under this Section 7(d) at least 10 days prior to the date of such Annual General Meeting, provided, that in the event that the New Remuneration Policy is approved by shareholder vote and a Consenting Creditor fails to vote, such Consenting Creditor shall have no liability hereunderhereof.

Definitive Documents; Good Faith Cooperation; Further Assurances. (a) Each Party Party, severally and not jointly, hereby covenants and agrees to cooperate with each other in good faith in connection with, and shall exercise commercially reasonable efforts with respect to the pursuit, approval, negotiation, execution, delivery, implementation and consummation of the Plan and the Restructuring, as well as the negotiation, drafting, execution, execution and delivery of the Out-of-Court Definitive Documents and In-Court Definitive Documents (as applicable) which will, after the Plan Support Effective Date, remain subject to negotiation, including any motions or orders related thereto, and each Definitive Document and the Plan shall, upon completion, contain terms, conditions, representations, warranties, warranties and covenants consistent in all material respects with the terms of this Agreement (including the Exhibits and Schedules) and be in form and substance reasonably acceptable satisfactory to the Company Company, the Requisite Consenting Bridge Lenders and the Requisite Consenting CreditorsLenders. (b) Subject to the terms hereof, each of the Parties shall submit take such action as may be reasonably necessary or reasonably requested by the other Parties to carry out the purposes and intent of this Agreement, including making and filing any required or reasonably necessary regulatory filings in furtherance filings, and shall, subject to the Company’s right to terminate pursuant to Section 5(c) due to its “fiduciary out” pursuant to Section 4(e) of this Agreement, refrain from taking any action that would frustrate the Restructuringpurposes and intent of this Agreement. (c) The Parties agree, consistent with clause (a) of this Section 7, to negotiate, complete and execute in good faith the Definitive Documents that are subject to negotiation, completion and execution and that, notwithstanding anything herein Company shall provide to the contraryAgent Advisors, the Definitive Documents, including any motions or orders related thereto, shall not be inconsistent with this Agreement and shall otherwise be subject direct its employees, officers, advisors, and other representatives to provide the Agent Advisors, (i) reasonable access (without any material disruption to the applicable consent rights conduct of the Parties set forth herein. Company’s businesses and upon reasonable prior notice) during normal business hours to (dA) At the first Annual General Meeting Company’s books and records and (B) the management and advisors of the shareholders Company; and (ii) reasonable responses to all reasonable diligence requests, in each case, for the purposes of evaluating the Reorganized Company after Company’s assets, liabilities, operations, businesses, finances, strategies, prospects and affairs or entry into the Effective Date, Out-of-Court Transactions or at any postponement or adjournment thereof, each Consenting Creditor shall vote or cause any holder of record of its New Shares on the applicable record date to, vote all of its New Shares in favor of approval of the New Remuneration Policy; provided, that a Consenting Creditor shall not have any obligation to vote or cause the voting of its New Shares at such Annual General Meeting unless such Consenting Creditor receives written notice pursuant to the Section 24 hereof of its obligation under this Section 7(d) at least 10 days prior to the date of such Annual General Meeting, provided, that in the event that the New Remuneration Policy is approved by shareholder vote and a Consenting Creditor fails to vote, such Consenting Creditor shall have no liability hereunderPlan Transactions.

Definitive Documents; Good Faith Cooperation; Further Assurances. (a) Each Party hereby covenants and agrees to cooperate with each other in good faith in connection with, and shall exercise commercially reasonable efforts with respect to the pursuit, approval, negotiation, execution, delivery, implementation and consummation of the Plan and the Restructuring, as well as the negotiation, drafting, execution, execution and delivery of the Definitive Documents Documents, which will, after the Support Effective Date, remain subject to negotiation and the Plan and each Definitive Document and the Plan shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all material respects with the terms of this Agreement (including the Exhibits and Schedules) and be in form and substance reasonably acceptable satisfactory to the Company and the Requisite Creditors; provided that the (i) the Backstop Commitment Agreement, the Shareholders Agreement, the Rights Offering Procedures and any documents related thereto, and the RO Motion and any order related thereto shall be acceptable to the Backstop Parties and (ii) the Plan, the Confirmation Order, the Cash Collateral Orders, the Exit Documents, and any assumption or rejection of any Franchise Document, unexpired lease, or material executory contract pursuant to the Plan or motion, any such motion and related order, and the settlement or determination of the amount and terms of any cure associated with any such Franchise Document, unexpired lease, or material executory contract shall be acceptable to the Requisite Creditors. Notwithstanding the foregoing, the express terms set forth in the Restructuring Term Sheet with respect to any of the following matters are agreed by the Parties, and any amendment or modification thereof (including the finalization of the amount of the Base Offering Amount) shall each be acceptable to the Debtors and holders of Consenting CreditorsFirst Lien Lenders holding at least 62.5% of the aggregate principal amount outstanding of the First Lien Indebtedness held by all Consenting First Lien Lenders (including any First Lien Indebtedness subject to an assignment pending settlement to which such Consenting First Lien Lender is the assignee thereunder): (i) the fixing of the Base Offering Amount; (ii) the final economic terms and structure of the Rights Offering (including the economics terms in respect of the Backstop Commitment Agreement), the Rights Offering Shares, the Convertible Participating Preferred Stock, and the Cash Funded New QB First Lien Take-Back Term Loans and New QB First Lien Take-Back Term Loans; and (iii) the consent threshold with respect to a sale transaction(s) in respect of NPCQB’s Wendy’s units. (b) Subject to the terms hereof, each of the Parties shall submit take such action as may be reasonably necessary or reasonably requested by the other Parties to carry out the purposes and intent of this Agreement, including making and filing any required or reasonably necessary regulatory filings in furtherance filings, and shall, subject to the Company’s “fiduciary out” pursuant to Section 5(c)(ii) hereof, refrain from taking any action that would frustrate the purposes and intent of the Restructuringthis Agreement. (c) The Parties agree, consistent with clause (a) of this Section 76, to negotiate, complete and execute negotiate in good faith the Definitive Documents that are subject to negotiation, negotiation and completion and execution on the Support Effective Date and that, notwithstanding anything herein to the contrary, the Definitive Documents, including any motions or orders related thereto, shall not be inconsistent with this Agreement and shall otherwise be subject to the applicable consent rights of the Parties set forth herein.. The NPC Parties shall provide to the Consenting Creditor Advisors, and shall direct its employees, officers, advisors, and other representatives to provide the Consenting Creditor Advisors, (di) At reasonable access (without any material disruption to the first Annual General Meeting conduct of the shareholders NPC Parties’ businesses) during normal business hours to the NPC Parties’ books and records; (ii) reasonable access during normal business hours to the management and advisors of the Reorganized Company after the Effective Date, or at any postponement or adjournment thereof, each Consenting Creditor shall vote or cause any holder of record of its New Shares on the applicable record date to, vote all of its New Shares in favor of approval of the New Remuneration PolicyNPC Parties; provided, that a Consenting Creditor shall not have any obligation to vote or cause the voting of its New Shares at such Annual General Meeting unless such Consenting Creditor receives written notice pursuant to the Section 24 hereof of its obligation under this Section 7(d) at least 10 days prior to the date of such Annual General Meeting, provided, that in the event that the New Remuneration Policy is approved by shareholder vote and a Consenting Creditor fails to vote, such Consenting Creditor shall have no liability hereunder.and

Definitive Documents; Good Faith Cooperation; Further Assurances. The “Definitive Documents” shall include all (a) documents implementing, achieving, and relating to the Restructuring, including, without limitation, the Plan, the Disclosure Statement (a copy of which is attached as Exhibit D), the Cash Collateral Order, the Backstop Agreement, the plan supplement and its exhibits, ballots and other solicitation materials in respect of the Plan (the “Solicitation Materials”), commitment agreements, exit financing agreements (including the Exit Facility Documents), collateral or other related documents, the organizational documents (including, without limitation, any Corporate Governance Documents), shareholder and member related agreements, or other related transactional or corporate documents (including, without limitation, any agreements and documents described in the Plan and the exhibits thereto); (b) motions or pleadings seeking approval or confirmation of any of the foregoing transactional or corporate documents, including the motion or motions to approve the Disclosure Statement, confirm the Plan, approve the Cash Collateral Order and ratify the solicitation procedures, and the order or orders approving the Disclosure Statement, the Backstop Agreement, and the solicitation procedures and confirming the Plan (the “Confirmation Order”). The Definitive Documents, whether filed with the Bankruptcy Court or otherwise finalized, shall be consistent with this Agreement and the Plan and shall be acceptable to the FES Parties and the Required Supporting Noteholders, each acting reasonably; provided, that, the Plan, the Backstop Agreement, the Confirmation Order and the Disclosure Statement shall be in form and substance acceptable to the Required Supporting Noteholders in their sole discretion, it being understood that the form of the Plan, the Backstop Agreement, and the Disclosure Statement attached hereto as Exhibit A, Exhibit C and Exhibit D, respectively, are acceptable to the Required Supporting Noteholders. Any amendments, modifications or supplements to the Definitive Documents, whether filed with the Bankruptcy Court or otherwise finalized, shall be consistent with this Agreement and the Plan in all respects, and in form and substance acceptable to the Required Supporting Noteholders, in their sole discretion. Each Party hereby covenants and agrees to cooperate with each other in good faith in connection with, and shall exercise commercially reasonable efforts with respect to to, the pursuit, approval, negotiation, execution, delivery, implementation and consummation of the Plan and the Restructuring, as well as the negotiation, drafting, execution, execution and delivery of the Definitive Documents and Documents, including the Plan and each Definitive Document and scheduling of necessary hearings with the Plan shallBankruptcy Court. Furthermore, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with this Agreement and be in form and substance reasonably acceptable to the Company and the Requisite Consenting Creditors. (b) Subject subject to the terms hereof, each of the Parties shall submit any required take such action as may be reasonably necessary or reasonably necessary regulatory filings in furtherance of requested by the Restructuring. (c) The other Parties agree, consistent with clause (a) to carry out the purposes and intent of this Section 7Agreement, to negotiate, complete and execute in good faith the Definitive Documents that are subject to negotiation, completion and execution and that, notwithstanding anything herein to the contrary, the Definitive Documents, including any motions or orders related thereto, shall not be inconsistent with this Agreement and shall otherwise be subject to refrain from taking any action that would frustrate the applicable consent rights purposes and intent of the Parties set forth hereinthis Agreement. (d) At the first Annual General Meeting of the shareholders of the Reorganized Company after the Effective Date, or at any postponement or adjournment thereof, each Consenting Creditor shall vote or cause any holder of record of its New Shares on the applicable record date to, vote all of its New Shares in favor of approval of the New Remuneration Policy; provided, that a Consenting Creditor shall not have any obligation to vote or cause the voting of its New Shares at such Annual General Meeting unless such Consenting Creditor receives written notice pursuant to the Section 24 hereof of its obligation under this Section 7(d) at least 10 days prior to the date of such Annual General Meeting, provided, that in the event that the New Remuneration Policy is approved by shareholder vote and a Consenting Creditor fails to vote, such Consenting Creditor shall have no liability hereunder.