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

Definitive Documents; Good Faith Cooperation; Further Assurances. The definitive documents for the Restructuring Transaction (the “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 reasonable best efforts with respect to, the pursuit, approval, implementation and consummation of the Restructuring Transaction, as well as the negotiation, drafting, execution and delivery of the Definitive Documents. Furthermore, subject to the terms hereof, each of the Parties shall 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, and shall refrain from taking any action that would frustrate the purposes and intent of this Agreement.

Definitive Documents; Good Faith Cooperation; Further Assurances. The definitive documents for the Restructuring Transaction (the “Definitive Documents”a) 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 Restructuring TransactionPlan and the Restructuring, as well as the negotiation, drafting, execution and delivery of the Definitive Documents. Furthermore, which will, after the Support Effective Date, remain subject to negotiation and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all material respects with the terms hereofof this Agreement (including the Exhibits and Schedules) and be in form and substance reasonably satisfactory to the Company and the Requisite Creditors; provided that the (i) the Backstop Commitment Agreement, each 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 Parties amount and terms of any cure associated with any such Franchise Document, unexpired lease, or material executory contract shall take such action as may be reasonably necessary or reasonably requested 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 other Parties to carry out the purposes and intent of this AgreementParties, and any amendment or modification thereof (including the finalization of the amount of the Base Offering Amount) shall refrain from taking each be acceptable to the Debtors and holders of Consenting First 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 action that would frustrate First Lien Indebtedness subject to an assignment pending settlement to which such Consenting First Lien Lender is the purposes assignee thereunder): (i) the fixing of the Base Offering Amount; (ii) the final economic terms and intent structure of this 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.

Definitive Documents; Good Faith Cooperation; Further Assurances. The definitive documents for the Restructuring Transaction (the “Definitive Documents”) ” shall include all (ia) documents implementing, achieving, and relating to the Restructuring TransactionRestructuring, including, without limitation, the Restructuring Term Sheet, the Nuverra 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 DIP Financing Orderorganizational documents (including, the DIP Facilitieswithout limitation, 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 incorporationany Corporate Governance Documents), 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), (iib) 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 Nuverra Plan, approve the DIP Facilities, and ratify the solicitation procedures, and schedule a joint hearing, and (iii) the DIP Financing Order, the Confirmation Order and order or orders approving the Disclosure Statement, Statement and the solicitation procedures and confirming the scheduling of a joint hearingPlan (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 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, Emergent and the Exit Facility (and all exhibits and supplements thereto) shall be Required Supporting Noteholders in form and substance acceptable to the Supporting Noteholderstheir sole discretion. Any amendments, modifications or supplements to the Definitive Documents, whether filed with the Bankruptcy Court or otherwise finalized, Documents shall be consistent with this Agreement Agreement, the Term Sheet, and the Restructuring Term Sheet Plan in all respects, and shall otherwise be in form and substance acceptable to the Required Supporting NoteholdersNoteholders 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 best efforts with respect to, the pursuit, approval, implementation and consummation of the Restructuring TransactionRestructuring, as well as the negotiation, drafting, execution and delivery of the Definitive Documents, including the scheduling of necessary hearings with the Bankruptcy Court. FurthermoreFurther, subject to the terms hereof, each of the Parties shall 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, and shall refrain from taking any action that would frustrate the purposes and intent of this Agreement.- 4 -

Definitive Documents; Good Faith Cooperation; Further Assurances. The definitive documents for the Restructuring Transaction (the “Definitive Documents”) ” shall include all (ia) documents implementing, achieving, and relating to the Restructuring TransactionRestructuring, including, without limitation, the Restructuring Term Sheet, the Nuverra Plan, the Disclosure StatementStatement (a copy of which is attached as Exhibit D), the Solicitation Materials, the DIP Financing Cash Collateral Order, the DIP FacilitiesBackstop Agreement, the Confirmation Order, the Exit Facility and the Plan Supplement plan supplement and its exhibits, ballots and other solicitation proceduresmaterials in respect of the Plan (the “Solicitation Materials”), commitment agreements, exit financing agreements (including the Exit Facility Documents), collateral or other related documents, the Registration Rights Agreementorganizational documents (including, intercreditor agreementswithout limitation, revised by-laws and certificates of incorporationany Corporate Governance Documents), 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), ; (iib) 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 Nuverra Plan, approve the DIP Facilities, Cash Collateral Order and ratify the solicitation procedures, and schedule a joint hearing, and (iii) the DIP Financing Order, the Confirmation Order and order or orders approving the Disclosure Statement, the Backstop Agreement, and the solicitation procedures and confirming the scheduling of a joint hearingPlan (the “Confirmation Order”). 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, Plan and shall otherwise be acceptable to the FES Parties and the Required Supporting Noteholders. Notwithstanding any other provision contained in this , each acting reasonably; provided, that, the Plan, the Backstop Agreement, the Nuverra Plan, the Confirmation Order, Order and the Disclosure Statement, and the Exit Facility (and all exhibits and supplements thereto) 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 Restructuring Term Sheet 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 best efforts with respect to, the pursuit, approval, implementation and consummation of the Restructuring TransactionRestructuring, as well as the negotiation, drafting, execution and delivery of the Definitive Documents, including the scheduling of necessary hearings with the Bankruptcy Court. Furthermore, subject to the terms hereof, each of the Parties shall 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, and shall refrain from taking any action that would frustrate the purposes and intent of this Agreement.

Definitive Documents; Good Faith Cooperation; Further Assurances. The definitive documents for the Restructuring Transaction (the “Definitive Documents”) Documents shall include all (i) documents implementing, achieving, and relating to the Restructuring TransactionRestructuring, including, without limitation, the Restructuring Term Sheet, the Nuverra Basic Plan, the Disclosure Statement, the Solicitation Materials, the DIP Financing Order, the DIP Facilities, the Confirmation Order, the Exit Facility and 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 Registration Rights Backstop Agreement, intercreditor agreementsthe Rights Offering Procedures, revised by-laws organizational documents (including, without limitation, the organizational and certificates of incorporationgovernance documents for the reorganized Basic Parties), 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 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 Nuverra Basic Plan, approve the DIP FacilitiesFacility, approve the Rights Offering, approve the Backstop Agreement, ratify the solicitation procedures, and schedule a joint hearing, and (iii) orders approving the DIP Financing OrderFacility, the Confirmation Order and orders approving the Disclosure Statement, the Rights Offering, the Backstop Agreement, the solicitation procedures procedures, the Basic Plan, 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 Agreement, the Basic Plan and the Restructuring Term Sheet Form of DIP Order in all respects, and shall otherwise be acceptable to the Supporting Noteholders. Notwithstanding 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 other provision contained amendments to that definition being acceptable to the Term Loan Lenders in this Agreementtheir sole discretion and acceptable to the Requisite Noteholders in their reasonable discretion; provided, further, that the Nuverra Basic Plan, the Confirmation Order, the Disclosure Statement, the Rights Offering Procedures and the Exit Facility (and all exhibits and supplements thereto) Backstop Agreement shall be in form and substance acceptable to the Supporting NoteholdersRequisite 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 Agreement, the Basic Plan and the Restructuring Term Sheet Form of DIP Order in all respects, and in form and substance acceptable to the Supporting NoteholdersRequisite 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 best efforts with respect to, the pursuit, approval, implementation and consummation of the Restructuring TransactionRestructuring, as well as the negotiation, drafting, execution and delivery of the Definitive Documents. Furthermore, subject to the terms hereof, each of the Parties shall 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, and shall refrain from taking any action that would frustrate the purposes and intent of this Agreement.